Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 10, 2010

 

 

Merck & Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

New Jersey

(State or Other Jurisdiction

of Incorporation)

 

1-6571   22-1918501

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One Merck Drive, PO Box 100,

Whitehouse Station, NJ

   08889-0100
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code (908) 423-1000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item  8.01. Other Events.

On December 10, 2010, Merck & Co., Inc. (the “Company”) closed an underwritten public offering of $850,000,000 aggregate principal amount of 2.250% Notes due 2016 (the “2016 Notes”) and $1,150,000,000 aggregate principal amount of 3.875% Notes due 2021 (the “2021 Notes” and, collectively, the “Notes”) under the Company’s Registration Statement on Form S-3 (Registration No. 333-163858).

The Notes are being issued under an indenture dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as trustee, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. Copies of the officers’ certificate for each series of the Notes (including forms of each of the respective Notes attached thereto) pursuant to Section 301 of the indenture governing the Notes are attached hereto as exhibits 4.2 and 4.3 and are incorporated herein by reference. The legal opinion related to these Notes is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  4.1    Indenture, dated as of January 6, 2010, between Merck & Co., Inc. and U.S. Bank Trust National Association, as Trustee.
  4.2    2.250% Notes due 2016 Officers’ Certificate of the Company dated December 10, 2010, including form of the 2016 Notes.
  4.3    3.875% Notes due 2021 Officers’ Certificate of the Company dated December 10, 2010, including form of the 2021 Notes.
  5.1    Opinion and Consent of Celia A. Colbert, Esq., Senior Vice President, Secretary and Assistant General Counsel of the Company.
23.1    Consent of Celia A. Colbert, Esq., Senior Vice President, Secretary and Assistant General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Merck & Co., Inc.
Date: December 10, 2010     By:  

/s/ Celia A. Colbert

     

Celia A. Colbert

Senior Vice President, Secretary and Assistant General Counsel

EXHIBIT INDEX

 

Exhibit
Number

   

Description

  4.1    Indenture, dated as of January 6, 2010, between Merck & Co., Inc. and U.S. Bank Trust National Association, as Trustee.
  4.2    2.250% Notes due 2016 Officers’ Certificate of the Company dated December 10, 2010, including form of the 2016 Notes.
  4.3    3.875% Notes due 2021 Officers’ Certificate of the Company dated December 10, 2010, including form of the 2021 Notes.
  5.1    Opinion and Consent of Celia A. Colbert, Esq., Senior Vice President, Secretary and Assistant General Counsel of the Company.
23.1    Consent of Celia A. Colbert, Esq., Senior Vice President, Secretary and Assistant General Counsel of the Company (contained in Exhibit 5.1 to this Current Report on Form 8-K).