<PAGE> 1
Registration No. 33-64665
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 4
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
(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
<PAGE> 2
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 for the fiscal year
ended December 31, 1997;
(b) Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1998;
(c) Current Report on Form 8-K dated May 19, 1998;
(d) 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, 1997 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.
Item 5 is amended by adding the following paragraph.
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, 1997, 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.
The text of item 5 of the Registration Statement as
initially filed and in each previously filed post-effective amendment continue
to be a part of this Registration Statement.
<PAGE> 3
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
<PAGE> 4
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 30th day of June, 1998.
MERCK & CO., INC.
By: *
------------------------------------------
RAYMOND V. GILMARTIN
Chairman of the Board, President and Chief
Executive Office and Director
By: *
------------------------------------------
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 30, 1998
- ---------------------------- President and Chief Executive Officer;
Raymond V. Gilmartin Principal Executive Officer; Director
* Senior Vice President June 30, 1998
- ---------------------------- and Chief Accounting Officer;
Judy C. Lewent Principal Financial Officer
* Vice President, Controller; June 30, 1998
- ---------------------------- Principal Accounting Officer
Peter E. Nugent
* Director June 30, 1998
- ----------------------------
H. Brewster Atwater, Jr.
* Director June 30, 1998
- ----------------------------
Derek Birkin
* Director June 30, 1998
- ----------------------------
Edward M. Scolnick, M.D.
* Director June 30, 1998
- ----------------------------
Lawrence A. Bossidy
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
* Director June 30, 1998
- ----------------------------
William G. Bowen, Ph.D.
* Director June 30, 1998
- ----------------------------
Johnnetta B. Cole, Ph.D.
* Director June 30, 1998
- ----------------------------
Carolyne K. Davis, Ph.D.
* Director June 30, 1998
- ----------------------------
Lloyd C. Elam, M.D.
* Director June 30, 1998
- ----------------------------
Charles E. Exley, Jr.
* Director June 30, 1998
- ----------------------------
William N. Kelley, M.D.
* Director June 30, 1998
- ----------------------------
Samuel O. Thier, M.D.
* Director June 30, 1998
- ----------------------------
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 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:
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 30,
1998.
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
By:
Name: Linda E. Robertson
Title: Administrative Committee
<PAGE> 6
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 30th day of June, 1998.
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 30, 1998
- ---------------------------- President and Chief Executive Officer;
Raymond V. Gilmartin Principal Executive Officer; Director
* Senior Vice President June 30, 1998
- ---------------------------- and Chief Accounting Officer;
Judy C. Lewent Principal Financial Officer
* Vice President, Controller; June 30, 1998
- ---------------------------- Principal Accounting Officer
Peter E. Nugent
* Director June 30, 1998
- ----------------------------
H. Brewster Atwater, Jr.
* Director June 30, 1998
- ----------------------------
Edward M. Scolnick, M.D.
* Director June 30, 1998
- ----------------------------
Lawrence A. Bossidy
* Director June 30, 1998
- ----------------------------
William G. Bowen, Ph.D.
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C>
* Director June 30, 1998
- ----------------------------
Johnnetta B. Cole, Ph.D.
* Director June 30, 1998
- ----------------------------
Carolyne K. Davis, Ph.D.
* Director June 30, 1998
- ----------------------------
Lloyd C. Elam, M.D.
* Director June 30, 1998
- ----------------------------
Charles E. Exley, Jr.
* Director June 30, 1998
- ----------------------------
William N. Kelley, M.D.
* Director June 30, 1998
- ----------------------------
Samuel O. Thier, M.D.
* Director June 30, 1998
- ----------------------------
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 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 30,
1998.
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
By: /s/ Linda E. Robertson
Name: Linda E. Robertson
Title: Administrative Committee
<PAGE> 1
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 22, 1998,
except as to Note 7, which is as of June 19, 1998, 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, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Philadelphia, PA
June 26, 1998
