As filed with the Securities and Exchange Commission on December 21, 2006

Registration No. 333-

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

MERCK & CO., INC.

(Exact Name of Registrant As Specified in Its Charter)
ONE MERCK DRIVE
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Address of Principal Executive Offices)

NEW JERSEY		22-1109110
(State of Other Jurisdiction		(I.R.S. Employer Identification No.)
of Incorporation or Organization)

MERCK & CO., INC. 2007 INCENTIVE STOCK PLAN
(Full Title of the Plan)

CELIA A. COLBERT
Vice President, Secretary and Assistant General Counsel
MERCK & CO., INC.
P.O. Box 100
Whitehouse Station, New Jersey 08889-0100
(908) 423-1000
(Name and Address 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. þ

CALCULATION OF REGISTRATION FEE

Proposed maximum

Title of each class of Securities to

Amount to be

Proposed maximum

aggregate offering

Amount of

be Registered

Registered*

offering price per share**

price**

registration fee**

Common Stock

(Par Value $0.01 per share)

155,000,000 shares

$43.60

$6,758,000,000

$723,106

*

Estimated maximum number of shares of Common Stock of Merck & Co., Inc. issuable during the next five years of operation of the Plan.

**

The price stated above is estimated solely for the purpose of determining the registration fee and is based on the average of the high and low market prices of the stock as reported on the New York Stock Exchange listed issues on December 20, 2006.

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by the registrant (Exchange Act File No. 1-3305) with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

(a)		Annual Report on Form 10-K, filed on March 13, 2006, for the fiscal year ended December 31, 2005;
(b)		Current Reports on Form 8-K filed on April 3, 2006, May 1, 2006, July 17, 2006, August 2, 2006, September 7, 2006, October 2, 2006, October 30, 2006 and November 3, 2006;
(c)		Quarterly Report on Form 10-Q, filed on May 9, 2006, for the quarter ended March 31, 2006;
(d)		Quarterly Report on Form 10-Q, filed on August 7, 2006, for the quarter ended June 30, 2006;
(e)		Quarterly Report on Form 10-Q, filed on November 7, 2006, for the quarter ended September 30, 2006;
(f)		(3) Forms 11-K filed on June 22, 2006
(g)		Proxy Statement filed on March 9, 2006 for the Annual Meeting of Stockholders held on April 25, 2006; and
(h)		The descriptions of the Common Stock of the registrant set forth in the registrant’s Registration Statements pursuant to Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”), and any amendment or report filed for the purpose of updating such description.

     All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act from the date hereof and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. An Exhibit Index can be found on page 12 of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The validity of the Common Stock and interests in the plan will be passed upon for the Company by Celia A. Colbert, Vice President, Secretary and Assistant General Counsel of the Company.

Item 6. Indemnification of Directors and Officers

     The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.

     The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, bylaw, agreement, vote of stockholders, or otherwise; provided that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its stockholders, (b) were not in good faith or involved in a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit.

     The Company’s Restated Certificate of Incorporation provides that, to the fullest extent permitted by the laws of the State of New Jersey, directors and officers of the Company shall not be personally liable to the Company or its stockholders for damages for breach of any duty owed to the Company or its stockholders, except that a director or officer shall not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the Company or its stockholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.

     The By-Laws of the Company provide that a former, present or future director, officer or employee of the Company or the legal representative of any such director, officer or employee shall be indemnified by the Company:

     (a) against reasonable costs, disbursements and counsel fees paid or incurred where such person has been successful in the defense on the merits or otherwise of any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding or in defense of any claim, issue or matter therein, brought by reason of such person’s being or having been such director, officer or employee, and

     (b) with respect to the defense of any such action, suit, proceeding, inquiry or investigation for which indemnification is not made under (a) above, against reasonable costs, disbursements (which shall include amounts paid in satisfaction of settlements, judgments, fines and penalties, exclusive, however, of any amount paid or payable to the Company) and counsel fees if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and in connection with any criminal proceedings such person also had no reasonable cause to believe the conduct was unlawful, with the determination as to whether the applicable standard of conduct was met to be made by a majority of the members of the Board of Directors (sitting as a Committee of the Board) who were not parties to such inquiry, investigation, action, suit or proceeding or by any one or more disinterested counsel to whom the question may be referred by the Board of Directors; provided, however, in connection with any proceeding by or in the right of the Company, no indemnification shall be provided as to any person adjudged by any court to be liable to the Company except as and to the extent determined by such court.

     The Company enters into indemnification agreements with its directors and officers and enters into insurance agreements on its own behalf. The indemnification agreements provide that the Company agrees to hold harmless and indemnify its directors and officers to the fullest extent authorized or permitted by the Business Corporation Act of the State of New Jersey, or any other applicable law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that is adopted after the date hereof. Without limiting the generality of the foregoing, the Company agrees to hold harmless and indemnify its directors and officers to the fullest extent permitted by applicable law against any and all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by its directors and officers in connection with the defense of any present or future threatened, pending or completed claim, action, suit or proceeding by reason of the fact that they were, are, shall be or shall have been a director or officer of the Company, or are or were serving, shall serve or shall have served, at the request of the Company, as director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

Exhibit
Number				Description		Method of Filing
4.1		—		Restated Certificate of Incorporation of the registrant (October 1, 2004)		Incorporated by reference to Form 10-Q Quarterly Report for the period ended September 30, 2004
4.2		—		By-Laws of the registrant (as amended effective May 24, 2005)		Incorporated by reference to Current Report on Form 8-K dated May 24, 2005
5		—		Opinion and Consent of Celia A. Colbert, Vice President, Secretary and Assistant General Counsel of the registrant		Filed with this Registration Statement
23		—		Consents of PricewaterhouseCoopers LLP		Included at Page 11 of this Registration Statement
24.1		—		Certified Resolution of Board of Directors		Filed with this Registration Statement
24.2		—		Power of Attorney		Filed with this Registration Statement

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

1.(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.

That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or

controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the issuer 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Whitehouse Station and the State of New Jersey on the 21st day of December 2006.

				MERCK & CO., INC.
		By:		*
				Richard T. Clark
				Chief Executive Officer and President
		By:		/s/ Celia A. Colbert
				Celia A. Colbert
				Vice President, 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.

Signature		Title		Date
*   Richard T. Clark		Chief Executive Officer and President; Principal Executive Officer; Director		December 21, 2006
*   Judy C. Lewent		Executive Vice President and Chief Financial Officer; Principal Financial Officer		December 21, 2006
*   John Canan		Vice President, Controller; Principal Accounting Officer		December 21, 2006
*   Lawrence A. Bossidy		Director		December 21, 2006
*   William G. Bowen		Director		December 21, 2006
*   Johnnetta B. Cole		Director		December 21, 2006
*   William B. Harrison, Jr.		Director		December 21, 2006
*   William N. Kelley		Director		December 21, 2006

Signature		Title		Date
*   Rochelle B. Lazarus		Director		December 21, 2006
*   Thomas E. Shenk		Director		December 21, 2006
*   Anne M. Tatlock		Director		December 21, 2006
*   Samuel O. Thier		Director		December 21, 2006
*   Wendell P. Weeks		Director		December 21, 2006
*   Peter C. Wendell		Director		December 21, 2006

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2006 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the 2005 Annual Report to Stockholders, which is incorporated by reference in Merck & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005.

     We also consent to the incorporation by reference in this Registration Statement of our reports dated June 9, 2006 relating to the financial statements, which appear in the Annual Reports of the Merck & Co., Inc. Employee Savings and Security Plan and the Merck & Co., Inc. Employee Stock Purchase and Savings Plan, on Forms 11-K for the year ended December 31, 2005.

/s/PricewaterhouseCoopers LLP

Florham Park, New Jersey
December 21, 2006

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 16, 2006 relating to the financial statements, which appears in the Annual Report of the Merck Puerto Rico Employee Savings and Security Plan on Form 11-K for the year ended December 31, 2005.

/s/PricewaterhouseCoopers LLP

San Juan, Puerto Rico
December 21, 2006

EXHIBIT INDEX

Exhibit
Number				Description		Method of Filing
4.1		—		Restated Certificate of Incorporation of the registrant (October 1, 2004)		Incorporated by reference to Form 10-Q Quarterly Report for the period ended September 30, 2004
4.2		—		By-Laws of the registrant (as amended effective May 24, 2005)		Incorporated by reference to Current Report on Form 8-K dated May 24, 2005
5		—		Opinion and Consent of Celia A. Colbert, Vice President, Secretary and Assistant General Counsel of registrant		Filed with this Registration Statement
23		—		Consents of PricewaterhouseCoopers LLP		Included at Page 11 of this Registration Statement
24.1		—		Certified Resolution of Board of Directors		Filed with this Registration Statement
24.2		—		Power of Attorney		Filed with this Registration Statement