<PAGE> 1
As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 33-64665
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MERCK & CO., INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1109110
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Merck Drive
Whitehouse Station, NJ 08889-0100
(Address of principal executive offices) (Zip Code)
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
(Full title of the plan)
CELIA A. COLBERT
Secretary and Assistant General Counsel
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, New Jersey 08889-0100
(Name and address of agent for service)
(908) 423-1000
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(Telephone number, including area code, of agent for service)
Copy of all communications to:
ROBERT J. LICHTENSTEIN, ESQ.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5726
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by Merck &
Co., Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, filed on March 19,
1997 for the fiscal year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q filed on May 13,
1997 for the Quarter ended March 31, 1997;
(c) Current Report on Form 8-K filed on May 15,
1997;
(d) Proxy Statement for the Annual Meeting of
Stockholders held on April 23, 1997;
(e) The descriptions of the Common Stock of the
Registrant set forth in the Registrant's Registration Statements pursuant to
Section 12 of the Exchange Act, and any amendment or report filed for the
purpose of updating such description.
In addition, the Report on Form 11-K for the
fiscal year ended December 31, 1996 with respect to the Astra Merck Inc.
Employee Savings and Security Plan (the "Plan"), filed with the Commission, is
incorporated by reference in this Registration Statement.
All reports and other documents filed by the
Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, after the date of this registration statement
and prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Any statement contained in a document 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 is also 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 hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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The financial statements incorporated in this
Registration Statement by reference to the Report of the Astra Merck Inc.
Employee Savings and Security Plan on Form 11-K for the fiscal year ended
December 31, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement
are as follows:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
5.1 Opinion re legality (Common Stock of Registrant)*
5.2 Opinion of Morgan, Lewis & Bockius LLP (interests in Plan)*
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2)*
24 Power of Attorney and Certified Resolution of Board of Directors*
99 Astra Merck Inc. Employee Savings and Security Plan*
</TABLE>
* Previously filed
2
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Whitehouse Station, New Jersey, on the 27th day of
June, 1997.
MERCK & CO., INC.
By: *
------------------------------------------
RAYMOND V. GILMARTIN
Chairman of the Board, President and Chief
Executive Office and Director
By: /s/ Celia A. Colbert
------------------------------------------
CELIA A. COLBERT
Secretary and Assistant
General Counsel
(Attorney-in-fact)
Pursuant to the requirements of the Securities Act 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
* Chairman of the Board, June 27, 1997
- ---------------------------- President and Chief Executive Officer;
Raymond V. Gilmartin Principal Executive Officer; Director
* Senior Vice President June 27, 1997
- ---------------------------- and Chief Accounting Officer;
Judy C. Lewent Principal Financial Officer
* Vice President, Controller; June 27, 1997
- ---------------------------- Principal Accounting Officer
Peter E. Nugent
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
* Director June 27, 1997
- ----------------------------
H. Brewster Atwater, Jr.
* Director June 27, 1997
- ----------------------------
Edward M. Scolnick, M.D.
* Director June 27, 1997
- ----------------------------
Lawrence A. Bossidy
* Director June 27, 1997
- ----------------------------
William G. Bowen, Ph.D.
* Director June 27, 1997
- ----------------------------
Johnnetta B. Cole, Ph.D.
* Director June 27, 1997
- ----------------------------
Carolyne K. Davis, Ph.D.
* Director June 27, 1997
- ----------------------------
Lloyd C. Elam, M.D.
* Director June 27, 1997
- ----------------------------
Charles E. Exley, Jr.
* Director June 27, 1997
- ----------------------------
William N. Kelley, M.D.
* Director June 27, 1997
- ----------------------------
Samuel O. Thier, M.D.
* Director June 27, 1997
- ----------------------------
Dennis Weatherstone
</TABLE>
Celia A. Colbert, by signing her name hereto, does hereby
sign this document pursuant to powers of attorney duly executed by the persons
named, filed with the Securities and
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Exchange Commission as an exhibit to the Registration Statement, on behalf of
such persons, all in the capacities and on the date stated, such persons
including a majority of the directors of the Company.
By: /s/ Celia A. Colbert
----------------------------------------
CELIA A. COLBERT
Secretary and Assistant
General Counsel
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan has duly caused this Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in Wayne, Pennsylvania on June
26, 1997.
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
By: /s/ Linda E. Robertson
----------------------------------------
Name: Linda E. Robertson
Title: Administrative Committee
5
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Merck & Co., Inc., of our report dated May 30, 1997
appearing on page 2 of the Report of the Astra Merck Inc. Employee Savings and
Security Plan on Form 11-K for the fiscal year ended December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Philadelphia, PA
June 24, 1997
