8-K
Merck & Co., Inc. (MRK)
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): June 2, 2021
Merck & Co., Inc.
(Exact name of registrant as specified in its charter)
| New Jersey | 1-6571 | 22-1918501 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 2000 Galloping Hill Road, Kenilworth, NJ | 07033 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(Registrant’s telephone number, including area code): (908) 740-4000
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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br> <br>Symbol(s) | Name of Each Exchange<br> <br>on which Registered |
|---|---|---|
| Common Stock ($0.50 par value) | MRK | New York Stock Exchange |
| 1.125% Notes due 2021 | MRK/21 | New York Stock Exchange |
| 0.500% Notes due 2024 | MRK24 | New York Stock Exchange |
| 1.875% Notes due 2026 | MRK/26 | New York Stock Exchange |
| 2.500% Notes due 2034 | MRK/34 | New York Stock Exchange |
| 1.375% Notes due 2036 | MRK36A | New York Stock Exchange |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 2, 2021, Merck & Co., Inc. (the “Company”) completed the separation of Organon & Co. (“Organon”), formerly the Company’s women’s health, biosimilars and established brands businesses into a separate, publicly-traded company (the “Separation”). In connection with the Separation, a distribution was made on June 2, 2021, on a pro rata basis, to the Company shareholders of record on May 17, 2021 (the “Record Date”) (the “Distribution”). Each Company shareholder was entitled to receive one-tenth of a share of Organon common stock for each share of Company common stock held on the Record Date. Company shareholders will receive cash in lieu of fractional shares for amounts of less than one Organon common share. The Distribution was structured to be tax-free to Company shareholders except to the extent of cash received in lieu of fractional shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|---|
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: June 3, 2021 | By: | /s/ Kelly E. W. Grez |
| Name: | Kelly E. W. Grez | |
| Title: | Deputy Corporate Secretary |