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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
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POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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
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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: *
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Raymond V. Gilmartin
(Chairman of the Board,
President and Chief
Executive Officer)
By /s/ Celia A. Colbert
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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.
Signatures Title Date
- ---------- ----- ----
*
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Raymond V. Gilmartin Chairman of the Board, President and Chief December 17, 1996
Executive Officer; Principal Executive
Officer; Director
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*
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Judy C. Lewent Senior Vice President and Chief Financial December 17, 1996
Officer; Principal Financial Officer
*
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Peter E. Nugent Vice President, Controller; Principal December 17, 1996
Accounting Officer
*
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H. Brewster Atwater, Jr. Director December 17, 1996
*
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Derek Birkin Director December 17, 1996
*
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Lawrence A. Bossidy Director December 17, 1996
*
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William G. Bowen Director December 17, 1996
*
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Carolyne K. Davis Director December 17, 1996
*
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Lloyd C. Elam Director December 17, 1996
*
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Charles E. Exley, Jr. Director December 17, 1996
*
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William N. Kelley Director December 17, 1996
*
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Samuel O. Thier Director December 17, 1996
*
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Dennis Weatherstone Director December 17, 1996
* 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
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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.
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H. Brewster Atwater, Jr.
Member of the Plan Committee
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION METHOD OF FILING
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24.2 Power of Attorney and Certified Filed with this Registration Statement.
Resolution of Board of Directors
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