AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2003
REGISTRATION NO. 333-52264
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 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 of Incorporation) (I.R.S. Employer Identification
Number)
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Address of Principal Executive Offices)
MEDCO HEALTH SOLUTIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
(FORMERLY MERCK-MEDCO MANAGED CARE, L.L.C. 2001 EMPLOYEE STOCK PURCHASE PLAN)
(Full Title of the Plan)
CELIA A. COLBERT, ESQ.
VICE PRESIDENT, SECRETARY AND ASSISTANT GENERAL COUNSEL
MERCK & CO., INC.
P.O. BOX 100
ONE MERCK DRIVE
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(908) 423-1000
(Name, Address and Telephone Number of Agent for Service)
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment relates to 800,000 shares of common stock,
par value $0.01 per share, of Merck & Co., Inc. ("Merck") and an indeterminate
amount of plan interests, registered by Merck pursuant to the Merck-Medco
Managed Care, L.L.C. 2001 Employee Stock Purchase Plan (the "Plan") on a
Registration Statement on Form S-8 (registration number 333-52264) (the
"Registration Statement") filed with the Securities and Exchange Commission on
December 20, 2000. The name of the Plan was changed to the Medco Health
Solutions, Inc. 2001 Employee Stock Purchase Plan on May 15, 2003.
On June 27, 2003, the Plan was terminated, and, as a result of the
termination of the Plan, all offerings of common stock pursuant to the
Registration Statement have terminated. As of the date of termination of the
Plan, 186,472.2132 shares of common stock and related plan interests remained
unsold under the Plan. Merck is filing this Post-Effective Amendment to remove
(and hereby does remove) from registration all of the common stock and plan
interests registered on the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Merck certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Whitehouse Station, State of New Jersey, on the 22nd day of
August, 2003.
MERCK & CO., INC.
By: *
---------------------------------
Raymond V. Gilmartin
Chairman of the Board, President and
Chief Executive Officer
By: /s/ Celia A. Colbert
---------------------------------
Celia A. Colbert
Vice President, Secretary and
Assistant General Counsel
(Attorney-in-Fact)
---------------------
* Celia A. Colbert, pursuant to powers of attorney duly executed and included
in the Registration Statement, by signing her name hereto, does hereby sign
and execute this Post-Effective Amendment No. 1 to the Registration
Statement on behalf of such person on the date stated.
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Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, President and August 22, 2003
----------------------------- Chief Executive Officer;
Raymond V. Gilmartin Principal Executive
Officer; Director
* Executive Vice President August 22, 2003
----------------------------- and Chief Financial
Judy C. Lewent Officer; President, Human
Health Asia; Principal
Financial Officer
* Vice President, August 22, 2003
----------------------------- Controller; Principal
Richard C. Henriques, Jr. Accounting Officer
* Director August 22, 2003
-----------------------------
Lawrence A. Bossidy
* Director August 22, 2003
-----------------------------
William G. Bowen
----------------------------- Director
Johnnetta B. Cole
----------------------------- Director
William M. Daley
* Director August 22, 2003
-----------------------------
William B. Harrison, Jr.
* Director August 22, 2003
-----------------------------
William N. Kelley
* Director August 22, 2003
-----------------------------
Heidi G. Miller
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SIGNATURE TITLE DATE
--------- ----- ----
----------------------------- Director
Thomas E. Shenk
* Director August 22, 2003
-----------------------------
Anne M. Tatlock
* Director August 22, 2003
-----------------------------
Samuel O. Thier
---------------------
* Celia A. Colbert, pursuant to powers of attorney duly executed and included
in the Registration Statement, by signing her name hereto, does hereby sign
and execute this Post-Effective Amendment No. 1 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 Merck.
By: /s/ Celia A. Colbert
------------------------------
Celia A. Colbert
Vice President, Secretary and
Assistant General Counsel
(Attorney-in-Fact)
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The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post-Effective Amendment No. 1 to be signed on the Plan's
behalf by the undersigned, thereunto duly authorized, in Franklin Lakes, State
of New Jersey, on the 21st day of August, 2003.
By: /s/ Karin Princivalle
--------------------------------------
Karin Princivalle
Senior Vice President, Human Resources
Medco Health Solutions, Inc.
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