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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 14, 1997
REGISTRATION NO. 33-51235
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
-----------------------
MERCK & CO., INC.
(Exact name of issuer as specified in its charter)
P.O. Box 100
One Merck Drive
Whitehouse Station, New Jersey 08889
(908) 423-1000
(Address of Principal Executive Offices)
NEW JERSEY
(State of Incorporation)
22-1109110
(I.R.S. Employer Identification No.)
BASE SALARY DEFERRAL PLAN
USHH INCENTIVE PLAN
EXECUTIVE INCENTIVE PLAN
MERCK ANNUAL INCENTIVE PLAN
KELCO DIVISION ANNUAL INCENTIVE PLAN
KELCO DIVISION LONG-TERM INCENTIVE PLAN
CALGON VESTAL LABORATORIES ANNUAL INCENTIVE PLAN
CALGON VESTAL LABORATORIES LONG-TERM INCENTIVE PLAN
CALGON WATER MANAGEMENT DIVISION ANNUAL INCENTIVE PLAN
(Full title of the plans)
CELIA A. COLBERT
SECRETARY AND ASSISTANT GENERAL COUNSEL
MERCK & CO. INC.
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889
(908) 423-1000
(Name, address and telephone number of agent for service)
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/.
Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION METHOD OF
FILING
- --------------------------------------------------------------------------------
24.2 Power of Attorney and Filed with this Registration
Certified Resolution of Statement
Board of Directors
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SIGNATURES
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 17th day of
December, 1996.
MERCK & CO., INC.
By: *
-------------------------------
Raymond V. Gilmartin
(Chairman of the Board,
President and Chief
Executive Officer)
By /s/ Celia A. Colbert
-------------------------------
Celia A. Colbert
(Secretary and Assistant
General Counsel)
(Attorney-in-Fact)
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 date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*
- ----------------------
Raymond V. Gilmartin Chairman of the Board, President and Chief December 17, 1996
Executive Officer; Principal Executive
Officer; Director
</TABLE>
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<TABLE>
<S> <C> <C>
*
- ---------------------------
Judy C. Lewent Senior Vice President and Chief Financial December 17, 1996
Officer; Principal Financial Officer
*
- ---------------------------
Peter E. Nugent Vice President, Controller; Principal December 17, 1996
Accounting Officer
*
- ---------------------------
H. Brewster Atwater, Jr. Director December 17, 1996
*
- ---------------------------
Derek Birkin Director December 17, 1996
*
- ---------------------------
Lawrence A. Bossidy Director December 17, 1996
*
- ---------------------------
William G. Bowen Director December 17, 1996
*
- ---------------------------
Carolyne K. Davis Director December 17, 1996
*
- ---------------------------
Lloyd C. Elam Director December 17, 1996
*
- ---------------------------
Charles E. Exley, Jr. Director December 17, 1996
*
- ---------------------------
William N. Kelley Director December 17, 1996
*
- ---------------------------
Samuel O. Thier Director December 17, 1996
*
- ---------------------------
Dennis Weatherstone Director December 17, 1996
</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 Exchange
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Commission as an exhibit to this document, 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 Base
Salary Deferral Plan has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, as of the 17th day of
December, 1996.
BASE SALARY DEFERRAL PLAN
By: /s/ H. Brewster Atwater, Jr.
----------------------------
H. Brewster Atwater, Jr.
Member of the Plan Committee
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EXHIBIT INDEX
<TABLE>
<CAPTION>
- ----------------------------- ------------------------------------------- ---------------------------------------
EXHIBIT NUMBER DESCRIPTION METHOD OF FILING
- ----------------------------- ------------------------------------------- ---------------------------------------
<S> <C> <C>
24.2 Power of Attorney and Certified Filed with this Registration Statement.
Resolution of Board of Directors
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
6
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EXHIBIT 24.2
POWER OF ATTORNEY
Each of the undersigned does hereby appoint CELIA A. COLBERT and MARY
M. McDONALD, and each of them severally, to be his or her true and lawful
attorney or attorneys to execute on behalf of the undersigned (whether on behalf
of Merck & Co., Inc., or as an officer or director thereof, or by attesting the
seal of the Company, or otherwise) any Registration Statements in connection
with the registration under the Securities Act of 1933, as amended, of shares of
Common Stock of Merck & Co., Inc. which may be issued pursuant to the plans and
the plan interests covered by this Registration Statement, including amendments
thereto and all other documents in connection therewith.
IN WITNESS WHEREOF, this instrument has been duly executed as of the
17th day of December, 1996.
MERCK & CO., INC.
By /s/ Raymond V. Gilmartin
--------------------------------------
Raymond V. Gilmartin
Chairman of the Board,
President and Chief Executive
Officer (Principal Executive Officer;
Director)
/s/ Judy C. Lewent Senior Vice President and Chief Financial Officer
----------------------
Judy C. Lewent (Principal Financial Officer)
/s/ Peter E. Nugent Vice President, Controller
----------------------
Peter E. Nugent (Principal Accounting Officer)
DIRECTORS
/s/ H. Brewster Atwater, Jr. /s/ Lloyd C. Elam
------------------------------ ---------------------
H. Brewster Atwater, Jr. Lloyd C. Elam
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/s/ Derek Birkin /s/ Charles E. Exley, Jr.
------------------------- -------------------------
Derek Birkin Charles E. Exley, Jr.
/s/ Lawrence A. Bossidy /s/ William N. Kelley
------------------------- -------------------------
Lawrence A. Bossidy William N. Kelley
/s/ William G. Bowen /s/ Samuel O. Thier
------------------------- -------------------------
William G. Bowen Samuel O. Thier
/s/ Carolyne K. Davis /s/ Dennis Weatherstone
------------------------- -------------------------
Carolyne K. Davis Dennis Weatherstone
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CERTIFIED RESOLUTION OF
BOARD OF DIRECTORS
I, Dolores O. Rosinski, Senior Assistant Secretary of Merck & Co.,
Inc., a Corporation duly organized and existing under the laws of the State of
New Jersey, do hereby certify that the following is a true copy of a resolution
adopted on December 17, 1996, at a meeting of the Directors of said Corporation
held in the City of New York, State of New York, duly called in accordance with
the provisions of the By-Laws of said Corporation, and at which a quorum of
Directors was present:
RESOLVED, that the proper officers of Merck & Co., Inc. (the
"Company") are hereby authorized and directed on behalf of the Company
to prepare, execute and file with the Securities and Exchange
Commission (the "SEC") Registration Statements and any and all
amendments thereto, and any and all exhibits and other documents
relating thereto or required by law or regulation in connection
therewith, for the registration under the Securities Act of 1933 of the
shares of Common Stock of the Company and the plan interests which may
be purchased under the Base Salary Deferral Plan and the incentive
plans covered by Registration Statement No. 33-51235 (the "Plans");
RESOLVED, that Celia A. Colbert is hereby appointed and
designated the person duly authorized to receive communication and
notices from the SEC with respect to such Registration Statements or
any amendments thereto and as agent for service of process;
RESOLVED, that each officer, director or employee of the
Company who may be required to execute such Registration Statements or
any amendments thereto (whether on behalf of the Company, or as an
officer or director thereof, or by attesting the seal of the Company,
or on behalf of the Plans, or otherwise), is hereby authorized to
execute a power of attorney appointing Celia A. Colbert and Mary M.
McDonald, and each of them severally, his or her true and lawful
attorney or attorneys to execute in his or her name, place and stead
(in any such capacity) such Registration Statements and any and all
amendments thereto and any and all exhibits and other documents
necessary or incidental in connection therewith, and to file the same
with the SEC, each of said attorneys to have power to act with or
without the other, and to have full power and authority to do and
perform in the name and on behalf of each of said officers, directors
and employees, or any of them, as the case may be, every act whatsoever
necessary or advisable to be done in
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the premises as fully and to all intents and purposes as any such
officer, director or employee might or could do in person;
RESOLVED, that the proper officers of the Company are hereby
authorized and directed to arrange with the New York Stock Exchange and
the Philadelphia Stock Exchange for the listing of the additional
shares of the Common Stock of the Company to be issued in connection
with the Plans; and
RESOLVED, that the proper officers of the Company, with the
advice of counsel, are hereby authorized to take any action and to
execute and deliver any letters, documents, agreements or other
instruments as they deem necessary, appropriate or desirable to carry
out the purposes and intents of this Special Resolution.
IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed
the seal of the Corporation this 17th day of December, 1996.
[Corporate Seal]
/s/ Dolores O. Rosinski
-----------------------------
Senior Assistant Secretary
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