As filed with the Securities and Exchange Commission on January 31, 1996
Registration No. 33-64665
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement
are as follows:
Exhibit Method of
Number Exhibit Filing
5.1 Opinion re legality (Common Stock of
Registrant) (1) Previously filed
5.2 Opinion of Morgan, Lewis & Bockius LLP
(interests in Plan) Previously filed
23.1 Consent of Arthur Andersen LLP Previously filed
23.2 Consent of Price Waterhouse LLP Previously filed
23.3 Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5.2) Previously filed
24 Power of Attorney and Certified Resolution
of Board of Directors Previously filed
99 Astra Merck Inc. Employee Savings and
Security Plan Filed herewith
(1) In lieu of an opinion of counsel concerning
compliance with the requirements of the Employee
Retirement Income Security Act of 1974 as amended
("ERISA") and an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code of
1986, as amended, the Registrant hereby undertakes
to submit the Plan to the IRS in a timely manner,
and shall make all changes required by the IRS, in
order to qualify the Plan.
1
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 19th day of December, 1995.
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.
Signatures Title Date
* Chairman of the Board, December 19, 1995
Raymond V. Gilmartin President and Chief Executive Officer;
Principal Executive Officer; Director
* Senior Vice President December 19, 1995
Judy C. Lewent and Chief Accounting Officer;
Principal Financial Officer
* Vice President, Controller; December 19, 1995
Peter E. Nugent Principal Accounting Officer
* Director December 19, 1995
H. Brewster Atwater, Jr.
* Director December 19, 1995
Derek Birkin
* Director December 19, 1995
Lawrence A. Bossidy
2
* Director December 19, 1995
William G. Bowen, Ph.D.
* Director December 19, 1995
Johnnetta B. Cole, Ph.D.
* Director December 19, 1995
Carolyne K. Davis, Ph.D.
* Director December 19, 1995
Lloyd C. Elam, M.D.
* Director December 19, 1995
Charles E. Exley, Jr.
* Director December 19, 1995
William N. Kelley, M.D.
* Director December 19, 1995
Samuel O. Thier, M.D.
* Director December 19, 1995
Dennis Weatherstone
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 December 18,
1995.
ASTRA MERCK INC.
EMPLOYEE SAVINGS AND SECURITY PLAN
By: /s/ Linda E. Robertson
Name: Linda E. Robertson
Title: Administrative Committee
3
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
5.1 Opinion re legality (Common Stock
of Registrant) (1) Previously Filed
5.2 Opinion of Morgan, Lewis & Bockius LLP
(interests in Plan) Previously Filed
23.1 Consent of Arthur Andersen LLP Previously Filed
23.2 Consent of Price Waterhouse LLP Previously Filed
23.3 Consent of Morgan, Lewis & Bockius LLP
(included in Exhibit 5.2) Previously Filed
24 Power of Attorney and Certified Resolution
of Board of Directors Previously Filed
99 Astra Merck Inc. Employee Savings
and Security Plan
(1) In lieu of an opinion of counsel concerning
compliance with the requirements of the Employee
Retirement Income Security Act of 1974 as amended
("ERISA") and an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified
under Section 401 of the Internal Revenue Code of
1986, as amended, the Registrant hereby undertakes
to submit the Plan to the IRS in a timely manner,
and shall make all changes required by the IRS, in
order to qualify the Plan.
1