<PAGE> 1
REGISTRATION NO. -
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MERCK & CO., INC.
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-1109110
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NJ 08889-0100
(908) 423-1000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
CELIA A. COLBERT
SECRETARY AND ASSISTANT GENERAL COUNSEL
MERCK & CO., INC.
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NJ 08889-0100
(908) 423-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
BERT I. WEINSTEIN, ESQ.
ASSISTANT GENERAL COUNSEL
MERCK & CO., INC.
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NJ 08889-0100
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Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES REGISTERED MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
TO BE REGISTERED OFFERING PRICE PRICE(1)
PER SHARE(1)
<S> <C> <C> <C> <C>
Common Stock, no par value 16,000,000 Shares $82.1875 $1,315,000,000 $398,485.
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
The Registration hereby amends this Registration Statement on such date or
dated as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
Subject to completion, Preliminary Prospectus Dated November 27, 1996.
PROSPECTUS MERCK STOCK INVESTMENT PLAN
The Merck Stock Investment Plan (the "Plan") of Merck & Co., Inc., a
New Jersey corporation ("Merck"), provides participants with a convenient and
economical method of purchasing shares of Merck's common stock, no par value per
share ("Common Stock"), and reinvesting cash dividends paid on Common Stock in
additional shares of Common Stock. Participation in the Plan is open to any
registered holder of Common Stock and to any person who becomes a registered
holder of Common Stock by enrolling in the Plan, paying a one-time account
set-up fee of $5 and either making an initial investment of at least $350 or
authorizing automatic monthly cash investments of at least $50. Beneficial
owners of Common Stock whose only shares are registered in names other than
their own (e.g., held in street name in a brokerage account) are not eligible
until they become stockholders of record either by withdrawing the shares from
their brokerage account and registering the shares in their own name or by
enrolling in the Plan in the same manner as a non-stockholder.
Participants in the Plan may elect to have the cash dividends paid on
all or a percentage of their shares of Common Stock automatically reinvested in
additional shares of Common Stock. Participants may also purchase additional
shares of Common Stock by making optional cash investments in accordance with
the provisions of the Plan. Holders of Common Stock who choose not to
participate in the Plan will continue to receive cash dividends on shares of
Common Stock registered in their name, as declared, by check or direct deposit.
Shares of Common Stock purchased by participants in the Plan may be
treasury or new issue Common Stock or, at Merck's option, Common Stock purchased
in the open market or in negotiated transactions. Treasury or new issue Common
Stock is purchased from Merck at the market price on the applicable investment
date. The price of Common Stock purchased in the open market or in negotiated
transactions is the weighted average price at which the shares are actually
purchased.
The Plan supersedes the Merck & Co., Inc. Automatic Dividend
Reinvestment and Cash Payment Plan in its entirety. If you are currently
participating in the Merck & Co., Inc. Dividend Reinvestment and Cash Payment
Plan, you will be automatically enrolled in the new Plan. If you have elected
partial reinvestment of your dividends, you will receive a Plan Authorization
Form on which you will be asked to specify the percentage of your shares with
respect to which you want dividends reinvested, as dividend reinvestment under
the new Plan is based on a specified percentage of shares rather than a
specified number of shares.
A complete description of the Plan begins on page 4 of this Prospectus.
Shares of Common Stock offered under the Plan to persons who are not
currently stockholders of Merck are offered through Norwest Investment Services,
Inc., a registered broker/dealer.
PLEASE READ THIS PROSPECTUS CAREFULLY BEFORE INVESTING AND RETAIN IT
FOR YOUR FUTURE REFERENCE.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is December ____, 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration of qualification under the securities laws of any such State.
<PAGE> 3
AVAILABLE INFORMATION
Merck is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by Merck with the Commission can be
inspected and copied at the public reference facilities of the Commission, Room
1024, 450 Fifth Street, NW, Washington, DC 20549 and at the regional offices of
the Commission located at 7 World Trade Center, Suite 1300, New York, NY 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661-2511. Such materials also may be accessed through the Commission's
Internet Web site located at http://www.sec.gov. Copies of such materials can be
obtained at prescribed rates by writing to the Commission, Public Reference
Section , 450 Fifth Street, NW, Washington, DC 20549. Reports, proxy statements
and other information filed by Merck also may be inspected at the offices of the
New York Stock Exchange at 20 Broad Street, New York, NY 10005.
Merck has filed a registration statement on Form S-3 (File
No._______-________) (the "Registration Statement") with the Commission
registering under the Securities Act of 1933, as amended (the "Securities Act"),
the shares of Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto. A copy of the Registration Statement may be inspected or obtained in
the manner described above. Certain portions of the Registration Statement have
been omitted pursuant to the rules and regulations of the Commission. Reference
is hereby made to such omitted portions for further information with respect to
Merck and the shares of Common Stock offered hereby. Statements contained herein
concerning the provisions of certain documents are necessarily summaries of such
documents, and each statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Merck with the Commission (File No.
1-3305) pursuant to the Exchange Act are incorporated by reference in this
Prospectus: (a) annual report on Form 10-K for the year ended December 31, 1995;
(b) Form 10-K/A filed on June 24, 1996, amending Merck's Form 10-K for the year
ended December 31, 1995; and (c) quarterly reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996.
All documents filed by Merck with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus
and prior to termination of this offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of such filing. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Merck will provide without charge to each person to whom this
Prospectus is delivered (including any beneficial owner of shares of Common
Stock), on the request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than certain exhibits to such
documents). Written or telephone requests should be directed to the Corporate
Secretary, Merck & Co., Inc., One Merck Drive, Whitehouse Station, NJ
08889-0100, telephone (908) 423-1000.
2
<PAGE> 4
MERCK
Merck & Co., Inc. ("Merck") is a leading research-driven pharmaceutical
company that discovers, develops, manufactures, and market a broad range of
human and animal health products and services. The Company's industry segment is
the Human and Animal Health Products and Services segment, which includes
Merck-Medco Managed care, Inc. (formerly Medco Containment Services,
Inc.)("Medco"), acquired in November 1993.
The following table shows the sales of various classes of the Company's
products and services:
<TABLE>
<CAPTION>
NINE MONTHS
($ IN MILLIONS) ENDED 9/30/96 1995 1994 1993
--------------- ------------- ---- ---- ----
<S> <C> <C> <C> <C>
Cardiovasculars.................... $5,444.6 $ 6,232.4 $5,351.6 $4,820.8
Anti-ulcerants..................... 829.5 1,019.8 1,565.7 1,324.0
Antibiotics........................ 612.3 848.3 827.4 868.7
Ophthalmologicals.................. 498.0 570.6 482.3 454.6
Vaccines/biologicals............... 438.0 529.9 485.3 522.9
Benign prostate hypertrophy........ 339.3 405.8 322.7 187.4
Other Merck human health........... 254.8 266.5 381.3 596.2
Other human health................. 5,243.5 5,726.7 4,103.9 296.6
Animal health/crop protection...... 762.6 1,041.9 1,027.4 916.7
Specialty chemical................. -- 39.2 422.2 510.3
--------- ---------- ---------- ----------
Total..................... $14,422.6 $16,681.1 $14,969.8 $10,498.2
========= ========= ========= =========
</TABLE>
Human health products include therapeutic and preventive agents,
generally sold by prescription, for the treatment of human disorders. Among
these are cardiovascular products, of which Vasotec (enalapril maleate), Zocor
(simvastatin), Mevacor (lovastatin), Prinivil (lisinopril), and Vaseretic
(enalapril maleate-hydrochlorothiazide) are the largest selling and which
include Cozaar (losartan potassium) and Hyzaar (losartan potassium and
hydrochlorothiazide) launched in 1995; anti-ulcerants, of which Pepcid
(famotidine) is the largest selling in 1995, succeeding Prilosec (omeprazole),
the largest selling prior to its 1994 transfer to the Astra Merck joint venture;
antibiotics, of which Primaxin (imipenem-cilastatin sodium) and Noroxin
(norfloxacin) are the largest selling; ophthalmologicals, of which Timoptic
(timolol maleate), Timoptic XE (timolol maleate ophthalmic gel forming solution)
and Trusopt (dorzolamide hydrochloride) are the largest selling;
vaccines/biologicals, of which M-M-R II (measles, mumps, and rubella virus
vaccine live), Recombivax HB (hepatitis B vaccine (recombinant)) and Varivax
(varicella virus vaccine live (Oka/Merck)), a live virus vaccine for the
prevention of chickenpox launched in 1995, are the largest selling; benign
prostate hypertrophy which includes Proscar (finasteride), a treatment for
symptomatic benign prostate enlargement; and other Merck human health products
which include Fosamax (alendronate sodium), for treatment of osteoporosis in
postmenopausal women, which was cleared for marketing in the United States by
the U.S. Food and Drug Administration ("FDA") in September 1995 and launched in
October 1995, anti-inflammatories/analgesics, psychotherapeutics, and a muscle
relaxant. Also included in this category are rebates and discounts on Company
pharmaceutical products. "Other human health" primarily includes Medco sales of
non-Merck products and Medco human health services, principally managed
prescription drug programs. In addition, in March 1996, Crixivan, Merck's new
protease inhibitor for treatment of HIV-1 infection in adults, was cleared for
marketing by the U.S.
Animal health/crop protection products include animal medicinals used
for control and alleviation of disease in livestock, small animals, and poultry.
These products are primarily antiparasitics, of which Ivomec (ivermectin), for
the control of internal and external parasites in livestock, and Heartgard-30
(ivermectin), for the prevention of canine heartworm disease, are the largest
selling; crop protection products; coccidiostats for the treatment of poultry
diseases; and poultry breeding stock.
3
<PAGE> 5
Specialty chemical products are used in health care, food processing,
oil exploration, paper, textiles, and personal care. All specialty chemical
businesses were fully divested by the first quarter of 1995.
Merck provides a more detailed description of its current business and
industry segments, including an overview of the regulatory environment within
which it and its subsidiaries operate, in its annual report on Form 10-K filed
with the Commission and incorporated by reference herein. A copy of Merck's most
recent annual report on Form 10-K can be obtained without charge. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
DESCRIPTION OF THE PLAN
PURPOSES
The Plan provides participants with a convenient and economical method
of systematically increasing their ownership interest in Merck through purchases
of Common Stock and the reinvestment of cash dividends in additional shares of
Common Stock.
COMMENCEMENT
The Plan is expected to be effective on February 1, 1997. Any funds
received prior to that time will be held for investment until the next purchase
date which is expected to be in the first week of February.
FEATURES
The Plan has the following features:
- OPEN TO NON-STOCKHOLDERS. Persons who do not currently own shares
of Common Stock may become participants in the Plan by paying an
account set-up fee of $5 and either making an initial investment
of at least $350 or authorizing automatic monthly cash investments
of at least $50.
- AUTOMATIC REINVESTMENT OF DIVIDENDS. Cash dividends paid
on all or a specified percentage of shares of Common
Stock are automatically reinvested in additional shares
of Common Stock.
- OPTIONAL CASH INVESTMENTS. Participants may make optional cash
investments in Common Stock of a minimum of $50 per investment up
to an aggregate of $50,000 per year. Optional cash investments may
be made by automatic monthly electronic funds transfer or by check
or money order at weekly or less frequent intervals, as the
participant desires.
- FULL INVESTMENT OF PLAN FUNDS. Funds invested in the Plan are
fully invested through the purchase of fractional shares, as well
as full shares. Cash dividends on fractional shares are reinvested
in additional shares of Common Stock.
- TELEPHONE TRANSACTIONS. Participants may establish
telephone privileges for their Plan accounts, enabling
them to execute certain Plan orders by phone.
- SHARE SAFEKEEPING. Participants may deposit for safekeeping
certificates representing shares of Common Stock held in
certificate form, whether or not the shares were issued under the
Plan, at no cost to the participants.
4
<PAGE> 6
- ACCOUNT STATEMENTS. Account statements detailing each
participant's Plan activities are mailed to each
participant on a quarterly basis and following each Plan
transaction.
CONSIDERATIONS
You should consider the following prior to participating in the Plan:
- BROKERAGE COMMISSIONS. Participants pay a brokerage commission of
$0.01 for each share of Common Stock purchased or sold for their
Plan account in open market transactions. Merck expects that
generally all Plan purchases and sales will be effected in open
market transactions.
- SERVICE FEES. Participants also pay a service fee as described
herein for certain Plan transactions, including dividend
reinvestment and optional cash investments, whether or not the
transactions are effected in open market transactions.
- INVESTMENT TIMING; PRICE RISKS. Because the prices at
which Plan shares are purchased are determined as of
specified dates or as of dates otherwise beyond the
control of participants, participants may lose certain
advantages otherwise available from being able to select
the timing of their investment. For example, because the
price charged to participants for shares purchased in the
open market or in negotiated transactions is the weighted
average price at which the shares are actually purchased
over a period of up to 5 business days following an
investment date, participants may pay a higher price for
shares purchased under the Plan than for shares purchased
on the investment date outside of the Plan.
- NO INTEREST PENDING INVESTMENT. No interest is paid on
optional cash investments pending their investment in
Common Stock.
ADMINISTRATION
As of the date of this Prospectus, administration of the Plan, which
includes enrolling new participants in the Plan, reinvesting dividends,
processing optional cash investments, processing share sale requests, depositing
and safekeeping Plan shares, processing requests for certificates, and issuing
account statements, is handled by Norwest Shareowner Services(SM) (the "Plan
Administrator"). All inquiries and notices (including change of address)
concerning your Plan account are handled by Merck and should be directed to:
Merck & Co., Inc.
Stockholder Services Department
P.O. Box 100 (WS 3AB-40)
Whitehouse Station, NJ 08889-0100
or by telephone at (800) 613-2104 Monday through Friday, between the
hours of 8:30 a.m. and 4:00 p.m., Eastern Standard Time.
5
<PAGE> 7
Participants may submit enrollment applications, optional cash
investments, certificate deposits for safekeeping, certificate withdrawal, and
share sale requests to the Plan Administrator at the following address:
Merck & Co., Inc.
c/o Shareowner Services
P.O. Box 64855
St. Paul, MN 55164-0855
or by telephone toll free at (888) 291-3713 between 7:30 a.m. and
7:00 p.m., Central Standard Time, on any business day. Written
communications may also be sent to the Plan Administrator by telefax at
(612) 552-6999.
The Plan Administrator is also responsible for purchasing and selling
shares of Common Stock for participants' Plan accounts, including the selection
of the broker or dealer through which Plan purchases and sales are made. Merck
has no control over the times or prices at which the Plan Administrator effects
transactions in the open market or the selection of the broker or dealer used by
the Plan Administrator to effect open market transactions.
FORMS
PLAN AUTHORIZATION FORM. A Plan Authorization Form is used to enroll in
the Plan and, at the time of enrollment, authorize electronic funds transfers
and telephone transaction privileges.
PLAN TRANSACTION FORM. A Plan Transaction Form is used to make optional
cash investments, transfer or sell your Plan shares, deposit your share
certificates with the Plan Administrator (if done after enrollment), and
terminate your participation in the Plan. A Plan Transaction Form is attached to
each account statement mailed to participants.
ELECTRONIC FUNDS TRANSFER (EFT) AUTHORIZATION FORM. An Electronic Funds
Transfer (or "EFT") Authorization Form is used to authorize electronic funds
transfers after enrollment or to change the amount of or terminate electronic
funds transfers.
EFT Authorization Forms and additional Plan Authorization Forms and
Plan Transaction Forms can be obtained from the Plan Administrator upon request.
ELIGIBILITY
Any person or entity, whether or not currently a registered holder of
Common Stock, may participate in the Plan by enrolling in accordance with the
procedures described in "Enrollment and Participation" below. Merck reserves the
right to deny, modify, suspend or terminate participation by any person or
entity. See "Other Information--Denial or Termination of Participation by
Merck."
ENROLLMENT AND PARTICIPATION
You may enroll in the Plan at any time by completing a Plan
Authorization Form and returning it to the Plan Administrator at the address
set forth on the form.
6
<PAGE> 8
EXISTING STOCKHOLDERS.
PLAN PARTICIPANTS. If you are currently participating in the
Merck & Co., Inc. Automatic Dividend Reinvestment and Cash Payment
Plan, you will be automatically enrolled in the new Plan.
OTHER EXISTING STOCKHOLDERS. If you are a registered holder of Common
Stock but not currently participating in the Merck & Co., Inc. Dividend
Reinvestment and Cash Payment Plan, you must complete a Plan Authorization Form
to participate in the new Plan. If you are a beneficial owner of Common Stock
whose only shares are held in names other than your own (e.g., held by brokers,
trustees or bank nominees), you must complete a Plan Authorization Form and
either (a) become a stockholder of record by having the shares registered in
your name, or (b) become a stockholder of record by enrolling in the Plan in the
same manner as a non-stockholder.
NON-STOCKHOLDERS. If you are not a registered owner of Common Stock,
you must complete a Plan Authorization Form and pay a one-time account set-up
fee of $5 PLUS an optional cash investment fee of $5 for a total of $10. You
must also make an initial cash investment of at least $350. For automatic
monthly cash investments, an initial investment of $50, together with a one
time account set up fee $5 is required. A maximum of $50,000 may be initially
invested in the Plan.
EXAMPLE 1: A non-stockholder who wishes to enroll in the Plan by making
an initial investment would complete the account authorization form and
submit a check made payable to Shareowner Services for $360.00 (initial
investment of $350 plus $5 one-time enrollment fee and $5 optional cash
investment fee).
EXAMPLE 2: A non-stockholder who wishes to enroll in the Plan by
authorizing monthly electronic investments from his savings or checking
account would complete the account authorization form INCLUDING SECTION
E (Automatic Cash Withdrawal and Investment) authorizing monthly
investments of at least $50. The investor would include a check for at
least $55 to cover the one-time account set-up fee of $5 and the first
optional cash investment of $50 made payable to Shareowner Services.
All subsequent monthly optional cash investments will be
electronically debited from the participant's bank account. All monthly
cash purchases made by electronic investment will be assessed a $2
transaction fee which will be deducted from the cash investment.
INVESTMENTS
DIVIDEND REINVESTMENT. As described below, by participating in the
Plan, you may have the cash dividends paid on all or a percentage of your shares
of Common Stock (net of brokerage commissions and service fees as described
below) automatically reinvested in Common Stock on the dividend payment date.
THE PAYMENT OF DIVIDENDS ON COMMON STOCK IS AT THE DISCRETION OF MERCK'S BOARD
OF DIRECTORS.
REINVESTMENT OPTIONS.
FULL DIVIDEND REINVESTMENT. If you elect the "Full Dividend
Reinvestment" option on your Plan Authorization Form, the Plan Administrator
will reinvest in additional shares of Common Stock all cash dividends paid on
all shares of Common Stock then or subsequently registered in your name and on
all shares of Common Stock then or subsequently held in your Plan account,
including fractional shares and shares purchased with optional cash investments
made under the Plan.
PARTIAL DIVIDEND REINVESTMENT. If you elect the "Partial Dividend
Reinvestment" option on your Plan Authorization Form, you must select the
percentage (from 10% to 90%, in increments of 10%) of the total number of shares
of Common Stock then or subsequently registered in your name and then or
subsequently held in your Plan account with respect to which you want cash
dividends reinvested. The Plan Administrator will reinvest in additional shares
of Common Stock all cash dividends paid on the specified percentage of shares.
7
<PAGE> 9
OPTIONAL CASH INVESTMENTS ONLY. If you elect the "Optional Cash
Investments Only" option, you will continue to receive, as declared, by check or
direct deposit, cash dividends paid on shares of Common Stock then or
subsequently registered in your name and then or subsequently held in your Plan
account.
DIVIDEND PAYMENT DATES. If your Plan Authorization Form is received by
the Plan Administrator on or before the record date for a particular dividend,
dividend reinvestment will begin with respect to dividends paid on the next
dividend payment date. If your Plan Authorization Form is received by the Plan
Administrator after the record date, dividend reinvestment will not begin until
the dividend payment date following the next record date. Dividends on Common
Stock have historically been paid on the first business day of January, April,
July, and October. Thus, for example, to begin automatic reinvestment of a
dividend expected to be paid on April 1 in a given year, the Plan Administrator
should receive your Plan Authorization Form by the first week in March.
CASH INVESTMENTS.
INITIAL CASH INVESTMENT. If you are not a registered owner of Common
Stock, you must include an initial cash investment of at least $350 with your
completed Plan Authorization Form or authorize automatic monthly cash
investments by electronic funds transfer of at least $50. If you include an
initial cash investment with your Plan Authorization Form, you must also include
a one-time account set-up fee of $5 plus an optional cash investment fee of $5.
If you elect to sign up for automatic monthly cash investments of at least $50,
you must also include a one-time set-up fee of $5. Subsequent electronic cash
investments will be assessed a $2 transaction fee which will be deducted from
the investment amount. See "Enrollment and Participation" above. Initial cash
investments and payment of the account set-up fee must be made by check or money
order payable to "Norwest Shareowner Services" in U.S. funds.
OPTIONAL CASH INVESTMENTS. Participants may make optional cash
investments at any time by personal check, money order or electronic funds
transfer from a designated U.S. bank account. Participants may vary their
optional cash investments from a minimum of $50 per investment up to a maximum
of $50,000 per year. Initial cash investments are included in the month in which
they are made for purposes of determining whether the $50,000 maximum has been
reached.
INITIAL AND OPTIONAL CASH INVESTMENTS ARE INVESTED IN SHARES OF COMMON
STOCK NET OF BROKERAGE COMMISSIONS AND SERVICE FEES AS DESCRIBED BELOW.
CHECK OR MONEY ORDER. Optional cash investments made by check or money
order must be accompanied by a completed Plan Transaction Form and received by
the Plan Administrator no later than one business day prior to an investment
date to be invested on that investment date; otherwise, optional cash
investments are held by the Plan Administrator for investment on the next
investment date. Optional cash investments made by check or money order must be
payable to "Norwest Shareowner Services" in U.S. funds.
ELECTRONIC FUNDS TRANSFER. In addition to making optional cash
investments by check or money order, participants may authorize automatic
monthly electronic funds transfers from designated bank accounts. Participants'
bank accounts are debited 4 business days prior to the investment date which is
generally the third Thursday or, if the third Thursday is not a business day,
the business day next following the third Thursday of each month. Participants
do not receive any confirmation of the transfer of funds other than as reflected
in their monthly Plan account statements and in their bank account statements.
8
<PAGE> 10
To authorize electronic funds transfers, complete and sign the
automatic funds transfer section of the Plan Authorization Form and return it to
the Plan Administrator together with a voided blank check or deposit slip for
the account from which funds are to be transferred. Your automatic funds
transfers will begin as soon as practicable after the Plan Administrator
receives the authorization form. You may change the amount of your monthly
transfer or terminate your monthly transfer altogether by completing an EFT
Authorization Form and returning it to the Plan Administrator or by contacting
the Plan Administrator toll free at (888) 291-3713. To be effective with respect
to a particular investment date, your change or termination request must be
received by the Plan Administrator at least fifteen business days prior to the
investment date.
INVESTMENT DATES.
DIVIDEND REINVESTMENT. Cash dividends are expected to be reinvested on
the applicable dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
OPTIONAL CASH INVESTMENTS. Optional cash investments are expected to be
made on (a) Tuesday of each week or, if Tuesday is not a business day, the
business day next following Tuesday or (b) in any week in which a cash dividend
is paid, the dividend payment date or, if the dividend payment date is not a
business day, the business day next following the dividend payment date.
NO INTEREST IS PAID ON FUNDS HELD BY THE PLAN ADMINISTRATOR PENDING
THEIR INVESTMENT IN COMMON STOCK. ALL OPTIONAL CASH INVESTMENTS, INCLUDING THE
INITIAL CASH INVESTMENT, ARE SUBJECT TO THE COLLECTION BY THE PLAN ADMINISTRATOR
OF FULL FACE VALUE IN U.S. FUNDS.
SOURCE OF SHARES. Shares purchased by participants under the Plan are
acquired in the open market, negotiated transactions or purchased from treasury
or new issue Common Stock that Merck has registered under the Securities Act.
The Plan Administrator purchases shares in the open market or in negotiated
transactions as soon as practicable (but in no event more than 5 business days)
after the applicable investment date, subject to any waiting periods required
under applicable securities laws or stock exchange regulations. Merck determines
the source or sources of shares used to fulfill Plan requirements and, subject
to certain regulatory restrictions on the frequency with which it can change its
determination, may change such determination from time to time without notice to
Plan participants. Merck expects that generally all Plan purchases will be
effected in open market transactions.
PRICE OF SHARES. The price per share of treasury or new issue Common
Stock is the average of the high and low sale prices of the Common Stock (as
reported on the New York Stock Exchange Composite Tape) on the applicable
investment date or, if the New York Stock Exchange is closed on the investment
date, on the next preceding day the New York Stock Exchange is open. The price
of shares purchased in the open market or in negotiated transactions is the
weighted average price at which the shares are actually purchased for the
applicable investment date. All purchases will be made within 5 business days of
an investment date. The Plan Administrator may in its discretion comingle
participants' funds for the purpose of effecting purchase orders and may offset
purchase and sale orders to arrive at a net purchase or sale order. Because the
prices at which shares are purchased under the Plan are determined as of
specified dates or as of dates otherwise beyond the control of participants,
participants may lose any advantage otherwise available from being able to
select the timing of their investment.
9
<PAGE> 11
BROKERAGE COMMISSIONS, SERVICE FEES AND OTHER COSTS
ACCOUNT SET-UP. Persons who are not registered holders of Common Stock,
including persons authorizing automatic monthly cash investments, are charged a
one-time account set-up fee of $5. Please note: As mentioned earlier in this
prospectus, an optional cash investment transaction fee of $5 will be assessed
on all initial investments made by check or money order. The fee must be paid by
check or money order and is due at the time of enrollment. The fees must be
added to the minimum initial cash investment of $350. A $2 per cash investment
fee is assessed on all monthly optional cash investments made by electronic bank
transfer.
BROKERAGE COMMISSIONS. In addition to the service fees discussed below,
participants pay a brokerage commission of $0.01 for each share of Common Stock
purchased or sold for their Plan account in open market transactions, even if a
purchase or sale order is used to offset another Plan order. Merck expects that
generally all Plan purchases and sales will be effected in open market
transactions. Brokerage commissions payable with respect to Plan purchases are
deducted from the amount invested on behalf of participants. Brokerage
commissions payable with respect to Plan sales are deducted from the proceeds
payable to participants.
SERVICE FEES. For each dividend reinvestment transaction, participants
pay a service fee equal to 4% of the cash dividend reinvested up to a maximum of
$2 per transaction. For each optional cash investment made by check or money
order, participants pay a service fee of $5, and for each optional cash
investment made by automatic electronic funds transfer, participants pay a
service fee of $2. Dividend reinvestment and optional cash investment service
fees are in addition to brokerage commissions and are deducted from the amount
invested on behalf of participants. Participants pay a service fee of $5 in
connection with sales of Plan shares. The service fee is in addition to
brokerage commissions and is deducted from the proceeds payable to the selling
participant.
COMMISSIONS AND FEES SUBJECT TO CHANGE. The Plan Administrator may
change from time to time the amount of commissions and fees charged participants
upon 30 days' prior notice to participants.
ACCOUNT STATEMENTS
The Plan Administrator maintains an account for each Plan participant
and sends account statements to each participant as soon as practicable after
each quarterly dividend reinvestment and each monthly optional cash investment
and after any transfer, sale or withdrawal of Plan shares. The account
statements provide participants with records of their purchases and sales and
should be retained for tax purposes.
SHARE CERTIFICATES
Plan purchases are credited to each participant's account and shown on
the participant's account statement. Participants do not receive certificates
for their Plan shares unless requested. This protects against loss, theft or
destruction of stock certificates and reduces Merck's administrative costs
associated with the Plan. Participants may obtain certificates for some or all
full Plan shares at any time by submitting a Plan Transaction Form to the Plan
Administrator or contacting the Plan Administrator toll free at (888) 291-3713.
Any remaining full and fractional shares continue to be credited to
participants' accounts. Certificates for fractional shares are not issued under
any conditions.
SHARE SAFEKEEPING
At any time beginning with enrollment in the Plan, participants may
deposit with the Plan Administrator certificates representing shares of Common
Stock, whether or not the shares were acquired under the Plan, at no cost to
participants. To use this service, participants must send their certificates to
the Plan Administrator with a properly completed Plan Transaction Form. Shares
10
<PAGE> 12
represented by certificates deposited with the Plan Administrator are credited
to participants' accounts and thereafter are treated as if acquired under the
Plan. Participants are responsible for maintaining their own records of the cost
basis of certificated shares deposited with the Plan Administrator. Beneficial
owners of Common Stock registered in street or other nominee name may in certain
cases be able to electronically transfer their shares from their existing
account to a Plan account. Beneficial owners who want to take advantage of this
service should contact the Plan Administrator to obtain transfer instructions.
Merck strongly recommends that participants use registered mail to mail
their certificates to the Plan Administrator, insuring the certificates for 2%
of the current market value of the shares represented thereby. In any case,
participants bear the full risk of loss, regardless of the method used, in the
event the certificates are lost.
PARTICIPANTS SHOULD NOT ENDORSE THEIR CERTIFICATES PRIOR TO MAILING.
SHARE TRANSFERS WITHIN PLAN
Participants may purchase shares of Common Stock for others by making
cash investments on their behalf. To do this, you need only complete a Plan
Authorization Form in the name of the recipient and return the completed form to
the Plan Administrator together with the one-time account set-up fee of $5, a $5
optional cash investment fee (not required for automatic monthly cash
investments) and either an initial investment of at least $350 or an
authorization for automatic monthly cash investments of at least $50.
Plan shares also may be transferred to a Plan account of another person
subject to compliance with any applicable laws. To do this, participants must
complete a Plan Transaction Form and return the completed Plan Transaction Form,
together with an executed stock assignment, to the Plan Administrator. The
signature of the transferring participant on the stock assignment must be
Medallion guaranteed by an eligible financial institution. Stock assignments can
be obtained from the Plan Administrator. If the person to whom the shares are
gifted or transferred is not a participant in the Plan, the Plan Administrator
will automatically open an account for the person and enroll him or her in the
Plan.
Participants may not pledge or grant a security interest in Plan shares
or transfer Plan shares outside of the Plan unless certificates representing the
shares have been issued by the Plan Administrator.
SALE OF SHARES
Participants may sell some or all of their Plan shares by submitting
the appropriate information on the Plan Transaction Form or by submitting a
written request to the Plan Administrator. If the current market value of the
shares requested to be sold is $25,000 or less, and the participant has
previously authorized telephone transactions, a participant may sell Plan shares
by contacting the Plan Administrator toll free at (888) 291-3713. The Plan
Administrator may match or offset participants' sales orders against one or more
purchase orders of other participants in the Plan. If not offset, the Plan
Administrator executes the order on behalf of the participant in the open market
or in negotiated transactions. The Plan Administrator may sell Plan shares to
Merck. After settlement of the sale, the Plan Administrator will send the
participant a check for the net proceeds of the sale. The proceeds received by
the participant are based on the weighted average price at which the shares were
sold less brokerage commissions, service fees charged by the Plan Administrator,
and applicable transfer taxes.
11
<PAGE> 13
TERMINATION
Participants may terminate their participation in the Plan by
submitting the appropriate information on a Plan Transaction Form or by
submitting a written request to the Plan Administrator. If the current market
value of a participant's Plan account is $25,000 or less, and the participant
has previously authorized telephone transactions, a participant may terminate
his or her participation in the Plan by contacting the Plan Administrator toll
free at (888) 291-3713. Termination requests must be received by the Plan
Administrator on or before the record date to be effective as to the next cash
dividend. In addition, termination requests of participants making optional cash
investments by electronic funds transfers must be received by the Plan
Administrator at least 15 business days prior to the scheduled investment date
to ensure that the request is effective as to the next optional cash investment.
Upon termination of a participant's participation in the Plan, unless
the participant has requested on the Plan Transaction Form that some or all Plan
shares be sold, the Plan Administrator will send the participant a certificate
representing the number of full shares in the participant's Plan account and a
check in the amount of the market value of any fractional share. If a
participant so requests on the Plan Transaction Form, the Plan Administrator
will sell some or all Plan shares on behalf of the participant. After settlement
of the sale, the Plan Administrator will send the participant a check in the
amount of the net proceeds of the sale (plus the market value of any fractional
Plan share) and a certificate representing any full Plan shares not sold. The
net proceeds received by the participant are based on the weighted average price
at which the shares were sold less brokerage commissions of $ .01 per share, a
$5 sale fee charged by the Plan Administrator, and applicable transfer taxes.
After termination, previous participants may re-enroll in the Plan by
submitting a new Plan Authorization Form and complying with all other enrollment
procedures (see "Enrollment and Participation"). In order to minimize
unnecessary Plan administrative costs and to encourage use of the Plan as a
long-term investment vehicle, Merck reserves the right to deny participation in
the Plan to previous participants who Merck or the Plan Administrator believes
have been excessive in their enrollment and termination.
OTHER INFORMATION
STOCK DIVIDENDS AND STOCK SPLITS. Stock dividends or split shares
issued by Merck on Plan shares are credited to participants' accounts. Stock
dividends or split shares issued with respect to certificated shares held by
participants are mailed directly to participants in the same manner as to
stockholders who are not participating in the Plan. Cash dividends paid on the
shares issued as stock dividends or stock splits are automatically reinvested in
accordance with the dividend reinvestment option then elected.
DIVIDEND AND VOTING RIGHTS. Dividend and voting rights of shares
purchased under the Plan commence upon settlement of the transaction, which
normally is three business days after purchase. Shares of Common Stock purchased
on or within two business days prior to a dividend record date are considered
"ex-dividend" and therefore not entitled to payment of that dividend.
VOTING OF PLAN SHARES. For each meeting of stockholders, participants
receive proxy materials that allow them to vote their Plan shares by proxy.
Alternatively, participants can elect to vote their Plan shares in person at the
meeting.
LIMITATION OF LIABILITY. In administering the Plan, neither Norwest,
the Plan Administrator nor the Independent Agent is liable for any good faith
act or omission to act, including but not limited to any claim of liability (a)
arising out of the failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death, (b)
with respect to the prices or times at which shares are purchased or sold, or
(c) as to the value of the shares acquired for participants. Merck
12
<PAGE> 14
reserves the right to interpret and regulate the Plan as it deems necessary or
advisable in connection with the Plan's operations.
MODIFICATION OR TERMINATION OF THE PLAN. Merck may suspend, modify or
terminate the Plan at any time in whole or in part or with respect to
participants in certain jurisdictions. Notice of such suspension, modification
or termination will be sent to all affected participants. No such event will
affect any shares then credited to a participant's account. Upon any whole or
partial termination of the Plan by Norwest, each affected participant will
receive a certificate for all full Plan shares and a check in the amount of the
market value of any fractional Plan share.
DENIAL OR TERMINATION OF PARTICIPATION BY NORWEST. At the direction of
Norwest, the Plan Administrator may terminate a participant's participation in
the Plan if the participant does not own at least one full share in the
participant's name or held through the Plan. Merck also reserves the right to
deny, modify, suspend or terminate participation in the Plan by otherwise
eligible persons to the extent Merck deems it advisable or necessary in its
discretion to comply with applicable laws or to eliminate practices that are not
consistent with the purposes of the Plan. Participants whose participation in
the Plan is terminated will receive certificates for all full Plan shares and a
check in the amount of the market value of any fractional Plan share.
FEDERAL INCOME TAX INFORMATION
THE INFORMATION SET FORTH BELOW SUMMARIZES CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE INFORMATION IS NOT INTENDED TO BE
A COMPLETE DESCRIPTION OF ALL SUCH CONSEQUENCES, NOR IS IT INTENDED TO BE A
DESCRIPTION OF ANY KIND OF THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN. THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES
MAY BE AFFECTED BY FUTURE LEGISLATION, IRS RULINGS AND REGULATIONS AND/OR COURT
DECISIONS. FOR THAT REASON, PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS
WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES, AS WELL AS THE STATE, LOCAL
AND FOREIGN INCOME TAX CONSEQUENCES, OF PARTICIPATION IN THE PLAN.
FEDERAL INCOME TAX CONSEQUENCES
DIVIDEND INCOME. Reinvested dividends are treated for federal income
tax purposes in the same manner as if the participant had received the dividends
in cash on the applicable dividend payment date.
COST BASIS OF SHARES. For federal income tax purposes, the cost basis
of shares purchased with reinvested dividends or optional cash investments is
the purchase price of the shares.
GAINS AND LOSSES FROM THE SALE OF SHARES. Participants do not realize
any taxable income from the issuance of certificates representing Plan shares.
Participants may realize gain or loss, however, at the time the shares are sold
by the Independent Agent or by the participants after withdrawal of the shares
from the Plan. The amount of realized gain or loss, if any, is based on the
difference between the amount the participant receives for the shares and the
cost basis of the shares.
IRS REPORTS. The Plan Administrator reports dividend income to
participants and the IRS on Form 1099-DIV. The Plan Administrator reports the
proceeds from the sale of Plan shares to the selling participants and the IRS on
Form 1099-B.
13
<PAGE> 15
DIVIDENDS SUBJECT TO WITHHOLDING
A participant's dividends are subject to federal withholding if the
participant fails to provide a taxpayer identification number to the Plan
Administrator. Dividends of participants residing in certain foreign countries
may also be subject to federal withholding. In any case in which federal income
taxes are required to be withheld, the Plan Administrator reinvests an amount
equal to the dividends less the amount of tax withheld. For IRS reporting
purposes, the amount of the dividend withheld is included in the dividend
income.
USE OF PROCEEDS
The proceeds from the sales of treasury or new issue Common Stock
pursuant to the Plan, if any, would be used for general corporate purposes.
Merck has no basis for estimating either the number of shares of Common Stock
that will ultimately be sold pursuant to the Plan or the prices at which such
shares will be sold. Merck expects that generally all Plan purchases and sales
will be effected in open market transactions.
EXPERTS
The consolidated financial statements of Merck and subsidiaries as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, incorporated by reference herein, have been
incorporated herein in reliance upon the report of Arthur Andersen, LLP,
independent public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
SUMMARY OF PLAN SERVICE FEES
<TABLE>
<S> <C>
Account Set-up $5
One-time charge for non-stockholders
Optional Cash Investments by check or money order $5
Fee is assessed on each investment mailed to
the administrator -- if multiple investments
are made for one investment date, a $5 fee
will be charged for each optional cash
investment processed for that investment
date.
Optional Cash Investments by electronic funds transfer $2
Dividend Reinvestment (per dividend reinvested) 4% of the dividend to be reinvested
The fee is deducted from the dividend amount. or $2, whichever is smaller
Sales (full or partial) $5
Fee is assessed for each sale request -- the
sale fee and brokerage commissions are
deducted from the sale proceeds.
Brokerage Commissions $.01 per share purchased or sold
Brokerage commissions apply to all share
purchases and sales, including dividend
reinvestment.
</TABLE>
14
<PAGE> 16
<TABLE>
<S> <C>
Copies of Prior Year Account Statements ***At its discretion, Merck may charge a
fee for researching information that is
more than one year old.
</TABLE>
The following services are provided at no cost to the participant:
- Certificate withdrawal requests
- Safekeeping of plan shares
- Full or partial transfer of plan shares
- Copies of account statements for the current year
15
<PAGE> 17
TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents by Reference
Merck
Description of the Plan PROSPECTUS
Purposes
Commencement
Features
Considerations
Administration
Forms
Eligibility
Enrollment and Participation
Investments
Brokerage Commissions, Service Fees, and Other Costs
Account Statements
Share Certificates
Share Safekeeping
Share Transfers Within Plan MERCK & CO., INC.
Sale of Shares
Termination
Other Information
Federal Income Tax Information
Federal Income Tax Consequences
Dividends Subject to Withholding
Use of Proceeds
Experts
Summary of Plan Services Fees
- ------------------------------------------
NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALES HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF MERCK & CO., INC. ("MERCK")
SINCE THE DATE HEREOF. NO DEALER,
BROKER, SALES REPRESENTATIVE OR ANY
OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING CONTAINED MERCK STOCK INVESTMENT PLAN
IN THIS PROSPECTUS, AND INFORMATION OR
REPRESENTATIONS NOT HEREIN CONTAINED, IF
GIVEN OR MADE, MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY MERCK. THIS
PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses, other than underwriting
compensation, in connection with the offering described in this Registration
Statement, will be as follows:
<TABLE>
<S> <C>
Registration Fee...................... $398,485
Printing Expenses..................... 24,000
Mailing Expenses ..................... 60,000
Miscellaneous......................... 14,000
--------
Total................................. $496,485
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The New Jersey Business Corporation Act provides that a New Jersey
corporation has the power to indemnify a director or officer against his or her
expenses and liabilities in connection with any proceeding involving the
director or officer by reason of his or her being or having been such a director
or officer, other than a proceeding by or in the right of the corporation, if
such a director or officer acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation; and with respect to any criminal proceeding, such director or
officer had no reasonable cause to believe his or her conduct was unlawful.
The indemnification and advancement of expenses shall not exclude any
other rights, including the right to be indemnified against liabilities and
expenses incurred in proceedings by or in the right of the corporation, to which
a director or officer may be entitled under a certificate of incorporation,
by-law, agreement, vote of shareholders, or otherwise; provided that no
indemnification shall be made to or on behalf of a director or officer if a
judgment or other final adjudication adverse to the director or officer
establishes that his or her acts or omissions (a) were in breach of his or her
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law, or (c) resulted in receipt by the
director or officer of an improper personal benefit.
The Company's Restated Certificate of Incorporation provides that, to
the fullest extent permitted by the laws of the state of New Jersey, directors
and officers of the Corporation shall not be personally liable to the
Corporation or its stockholders for damages for breach of any duty owed to the
Corporation or its stockholders, except that a director or officer shall not be
relieved from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the Corporation or its
stockholders, (b) not in good faith or involving a knowing violation of law, or
(c) resulting in receipt by such person of an improper personal benefit.
The By-Laws of the Company provide that a former, present, or future
director, officer, or employee of the Company or the legal representative of any
such director, officer, or employee shall be indemnified by the Company:
(a) against any reasonable costs, disbursements and counsel fees paid
or incurred where such person has been successful in the defense on the merits
or otherwise of any pending, threatened, or completed civil, criminal,
administrative, or arbitrative action, suit, or proceeding, and any appeal
therein and any inquiry or investigation which could lead to such action, suit,
or proceeding, or in defense of any claim, issue, or matter therein, brought by
reason of such person's being or having been such director, officer, or
employee, and
II-1
<PAGE> 19
(b) with respect to the defense of any such action, suit, proceeding,
inquiry, or investigation for which indemnification is not made under (a) above,
against reasonable costs, disbursements (which shall include amounts paid in
satisfaction of settlements, judgments, fines, and penalties, exclusive,
however, of any amount paid or payable to the Company), and counsel fees if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Company, and in connection with
any criminal proceedings such person also had no reasonable cause to believe the
conduct was unlawful, with the determination as to whether the applicable
standard of conduct was met to be made by a majority of the members of the Board
of Directors (sitting as a Committee of the Board) who were not parties to such
inquiry, investigation, action, suit, or proceeding or by any one or more
disinterested counsel to whom the question may be referred by the Board of
Directors, provided, however, in connection with any proceeding by or in the
right of the Company, no indemnification shall be provided as to any person
adjudged by any court to be liable to the Company except as and to the extent
determined by such court.
The Company enters into indemnification agreements with its directors
and officers and enters into insurance agreements on its own behalf. The
indemnification agreements provide that the Company agrees to hold harmless and
indemnify its directors and officers to the fullest extent authorized or
permitted by the Business Corporation Act of the state of New Jersey, or any
other applicable law, or by any amendment thereof or other statutory provisions
authorizing or permitting such indemnification that is adopted after the date
hereof. Without limiting the generality of the foregoing, the Company agrees to
hold harmless and indemnify its directors and officers to the fullest extend
permitted by applicable law against any and all expenses, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by its directors and
officers in connection with the defense of any present or future threatened,
pending, or completed claim, action, suit, or proceeding by reason of the fact
that they were, are, shall be, or shall have been a director or officer of the
Company, or are or were serving, shall serve, or shall have served, at the
request of the Company, as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise.
ITEM 16. EXHIBITS.
4(a) Restated Certificate of Incorporation of
the Registrant (May 6, 1992) (Incorporated by
reference to Form 10-K Annual Report for the fiscal
year ended December 31, 1992)
4(b) By-laws of the Registrant (as amended effective
June 9, 1994) (Incorporated by reference to Form 10-K
Annual Report for the fiscal year ended December 31,
1994)
5 Opinion and Consent of Bert I. Weinstein, Esq.
23(a) Consent of Arthur Andersen, LLP
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included in signature page hereto)
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
II-2
<PAGE> 20
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement ( or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that Paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 which are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted against the Registrant by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has theretofore
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Merck &
Co., Inc. certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, at Whitehouse Station, state of New Jersey, on this 27th day of
November 1996.
Merck & Co., Inc.
By: /s/ Raymond V. Gilmartin
-------------------------
Raymond V. Gilmartin
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Celia A. Colbert or Mary M. McDonald, and each of them, as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents, and each of them full power and authority to
do and perform each and every act and thing necessary or advisable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Raymond V. Gilmartin
- ------------------------- Chairman, President and Chief November 27, 1996
Raymond V. Gilmartin Executive Officer
/s/ Judy C. Lewent
- ------------------------- Senior Vice President and Chief November 27, 1996
Judy C. Lewent Financial Officer
/s/ Peter E. Nugent
- ------------------------- Controller - Principal Accounting November 27, 1996
Peter E. Nugent Officer
</TABLE>
II-4
<PAGE> 22
<TABLE>
<S> <C> <C>
/s/ H. Brewster Atwater, Jr.
- ----------------------------
H. Brewster Atwater, Jr. Director November 27, 1996
/s/ Sir Derek Birkin
- ----------------------------
Sir Derek Birkin Director November 27, 1996
/s/ Lawrence A. Bossidy
- ----------------------------
Lawrence A. Bossidy Director November 27, 1996
/s/ William G. Bowen, Ph.D.
- ----------------------------
William G. Bowen, Ph.D. Director November 27, 1996
/s/ Johnnetta B. Cole, Ph.D.
- ----------------------------
Johnnetta B. Cole, Ph.D. Director November 27, 1996
/s/ Carolyne K. Davis, Ph.D.
- ----------------------------
Carolyne K. Davis, Ph.D. Director November 27, 1996
/s/ Lloyd C. Elam, M.D.
- ----------------------------
Lloyd C. Elam, M.D. Director November 27, 1996
/s/ Charles E. Exley, Jr.
- ----------------------------
Charles E. Exley, Jr. Director November 27, 1996
/s/ William N. Kelley, M.D.
- ----------------------------
William N. Kelley, M.D. Director November 27, 1996
/s/ Samuel O. Thier, M.D.
- ----------------------------
Samuel O. Thier, M.D. Director November 27, 1996
/s/ Dennis Weatherstone
- ----------------------------
Dennis Weatherstone Director November 27, 1996
</TABLE>
II-5
<PAGE> 23
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
EXHIBITS
FILED WITH
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES EXCHANGE ACT OF 1933
----------------
MERCK & CO., INC.
(Exact name of Registrant as specified in its charter)
<PAGE> 24
INDEX TO EXHIBITS
SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER EXHIBIT PAGE
- -------------- ------- ------------
4(a) Restated Certificate of Incorporation of the
Registrant (May 6, 1992) (Incorporated by reference
to Form 10-K Annual Report for the fiscal year
ended December 31, 1992)
4(b) By-laws of the Registrant (as amended effective
June 9, 1994) (Incorporated by reference to Form
10-K Annual Report for the fiscal year ended
December 31, 1994)
5 Opinion and Consent of Bert I. Weinstein, Esq.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included in signature page
hereto)
<PAGE> 1
EXHIBIT 5
November 27, 1996
Board of Directors
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889-0100
Re: Merck & Co., Inc. - Common Stock
Ladies and Gentlemen:
I am the Assistant General Counsel of Merck & Co., Inc., a New Jersey
corporation (the "Corporation"), and in such capacity have acted as counsel for
the Company in connection with the proposed registration under the Securities
Act of 1933, as amended, of up to 16,000,000 shares of the common stock, no par
value (the "Shares"), of the Corporation, which may be issued by the Corporation
pursuant to the Merck Stock Investment Plan or any successor plan thereto, as
such plan or successor plan may be amended from time to time. I have examined
such corporate records and other documents, including the Registration Statement
on Form S-3 relating to the Shares, and have reviewed such matters of law as I
have deemed necessary for this opinion.
I am admitted only to the bars of the state of New York and the
District of Columbia. The opinions expressed herein are limited in all respects
to the federal laws of the United Sates of America, the laws of the state of New
York, and the Business Corporation Act of the state of New Jersey.
On the basis of the foregoing examination and review, I advise you
that, in my opinion:
1. The Corporation is a corporation duly
organized and existing under the laws of
the state of New Jersey.
2. All necessary corporate action on the part of the Corporation
has been taken to authorize the issuance of the Shares, and,
when issued as described in the Registration Statement, the
Shares will be legally and validly issued, fully paid, and
nonassessable.
The opinions expressed herein are rendered only to you and are solely
for your benefit and may not be relied upon by any person, firm, or corporation
for any reason without my prior written consent.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Bert I. Weinstein
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Merck & Co., Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated January
23, 1996 included in and incorporated by reference in Merck & Co., Inc.'s Form
10-K for the year ended December 31, 1995, as amended by Form 10-K/A dated June
24, 1996, and to all references to our firm included in or made part of this
Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
November 26,1996
