UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Merck & Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State of incorporation or organization)
22-1918501
(I.R.S. Employer Identification No.)
| 2000 Galloping Hill Road, Kenilworth, NJ | 07033-1310 | |
| (Address of Principal Executive Offices of Registrant) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| 0.500% Notes due 2024 | New York Stock Exchange | |
| 1.375% Notes due 2036 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-208308
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are the 0.500% Notes due 2024 and 1.375% Notes due 2036 (the “Debt Securities”) of Merck & Co., Inc. (the “Company” or the “Registrant”). For a description of the Debt Securities, reference is made to: (i) the information set forth under the heading “Description of Debt Securities We May Offer” in the Prospectus, dated December 2, 2015, included in the Registrant’s Registration Statement on Form S-3ASR (File No. 333-208308) under the Securities Act of 1933, as amended (the “Securities Act”), as filed with the Securities and Exchange Commission (the “SEC”) on December 2, 2015 (the “Registration Statement”) and (ii) the information set forth under the heading “Description of the Notes” in the Registrant’s Prospectus Supplement, dated October 26, 2016, as filed with the SEC on October 28, 2016, pursuant to Rule 424(b) under the Securities Act, each of which is incorporated by reference herein.
| Item 2. | Exhibits. |
| Exhibit |
Description | |
| 4.1 | 0.500% Notes due 2024 Officers’ Certificate of the Company dated November 2, 2016, including form of the 2024 Notes (incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on November 2, 2016) | |
| 4.2 |
1.375% Notes due 2036 Officers’ Certificate of the Company dated November 2, 2016, including form of the 2036 Notes (incorporated by reference to Exhibit 4.2 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on November 2, 2016) | |
| 4.3 | Indenture, dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on December 10, 2010) | |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 2, 2016
| MERCK & CO., INC. | ||
| By: | /s/ Katie E. Fedosz | |
| Name: | Katie E. Fedosz | |
| Title: | Senior Assistant Secretary | |
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 4.1 | 0.500% Notes due 2024 Officers’ Certificate of the Company dated November 2, 2016, including form of the 2024 Notes (incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on November 2, 2016) | |
| 4.2 |
1.375% Notes due 2036 Officers’ Certificate of the Company dated November 2, 2016, including form of the 2036 Notes (incorporated by reference to Exhibit 4.2 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on November 2, 2016) | |
| 4.3 | Indenture, dated as of January 6, 2010, between the Company and U.S. Bank Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Merck & Co., Inc.’s Current Report on Form 8-K filed with the SEC on December 10, 2010) | |