UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
SCIOS NOVA INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
808905 10 3
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(CUSIP Number)
Richard L. Casey
Chairman and Chief Executive Officer
Scios Nova Inc.
2450 Bayshore Parkway
Mountain View, CA 94043
(415) 966-1550
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 10, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement. [ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class). (See Rule 13d-7.)
Note: This document is being electronically filed with the Commission, using
the EDGAR system. Additionally, one paper copy of the filing will subsequently
be sent to the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page should be filled out for an initial filing of
a reporting person on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act
of 1934 (Act) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 808905 10 3 Page 2 of 8
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(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS OF
ABOVE PERSONS
GENENTECH, INC.
94-2347624
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
Not Applicable
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
Not Applicable
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER 1,705,300 consisting of 100,000 shares of
SHARES BENE- previously acquired Common Stock and 16,053 shares of
FICIALLY nonvoting Series A Preferred Stock which are convertible into
OWNED BY 1,605,300 shares of Common Stock.
EACH REPORT- (8) SHARES VOTING POWER
ING PERSON (8) 0
WITH (9) SOLE DISPOSITIVE POWER 1,705,300 consisting of 100,000 shares
of previously acquired Common Stock and 16,053 shares of
nonvoting Series A Preferred Stock which are convertible into
1,605,300 shares of Common Stock
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,705,300 consisting of 100,000 shares of previously acquired Common Stock and
16,053 shares of nonvoting Series A Preferred Stock which are convertible into
1,605,300 shares of Common Stock
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
Not Applicable
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% of Common Stock
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(14) TYPE OF REPORTING PERSON
CO
CUSIP NO. 808905 10 3 Page 3 of 8
ITEM 1: SECURITY AND ISSUER
1. Class of Securities: Common Stock issuable upon conversion of Preferred
Stock
2. Issuer: Scios Nova Inc. (Scios)
3. Principal Address: 2450 Bayshore Parkway, Mountain View, CA 94043
ITEM 2: IDENTITY AND BACKGROUND
a. Reporting Person: Genentech, Inc. (Genentech)
b. Place of Organization: Delaware
c. Principal Business: Pharmaceutical company
d. Principal Business Address: 460 Point San Bruno Blvd.,
South San Francisco, CA 94080
e. Principal Office: As above
f. Criminal Convictions: None
g. Civil Adjudication of Violation of Securities Laws: None
Attached hereto as Exhibit A is a list of Genentech's executive officers and
directors as required by Instruction C to Schedule 13D.
ITEM 3: SOURCE AND AMOUNT OF FUNDS
Pursuant to the terms of a Preferred Stock Purchase Agreement between Genentech
and Scios dated December 30, 1994 (the Purchase Agreement), Genentech purchased
21,053 shares of the Series A Preferred Stock of Scios (the Convertible
Preferred Stock) for $950.00 per share of Convertible Preferred Stock. The
total purchase price of $20,000,350 for the Convertible Preferred Stock was
paid from the working capital of Genentech. Each share of Convertible
Preferred Stock is convertible into 100 shares of the Common Stock of Scios at
the option of Genentech and will not have voting rights until converted into
shares of Scios Common Stock. Each share of Convertible Preferred Stock also
will automatically convert into 100 shares of Common Stock of Scios upon
transfer of ownership to a third party unaffiliated with Genentech. Under the
Purchase Agreement, Scios, at the request of Genentech, will file resale
registration statements covering certain of the shares of Common Stock issuable
upon conversion of the Convertible Preferred Stock.
Genentech and Scios entered into a Collaboration Agreement dated as of December
30, 1994. Under the terms of the Collaboration Agreement, Genentech and Scios
will collaborate in the development of Auriculin for Acute Renal Failure (ARF)
in the United States and Canada. The two companies will co-promote Auriculin
for ARF in the United States and Canada, and equally share profits from its
commercialization. Scios also granted Genentech exclusive marketing rights to
all other markets outside the United States and Canada and Scios will receive a
royalty on sales.
CUSIP NO. 808905 10 3 Page 4 of 8
In addition, pursuant to the terms of a Note Agreement between Genentech and
Scios (the Note Agreement), Genentech has provided $30 million that Scios may
draw down as a loan at its discretion through December 30, 2002. The loan is
repayable, at the option of Scios, in the form of cash or shares of Scios
Common Stock (at the then prevailing market price) at any time through December
30, 2002. The loan is supported by a $30 million irrevocable letter of credit
issued in favor of Scios.
ITEM 4: PURPOSE OF TRANSACTION
The purpose of the initial purchase of the shares of Convertible Preferred
Stock described in Item 3 was investment. Depending on its evaluation of the
business of Scios, prospects, financial condition, the market for Scios
securities, other opportunities available to Genentech, general economic
conditions, general market conditions, other future developments and the
contractual restrictions described in Item 6, Genentech may decide to sell some
or all of its investment in the capital stock of Scios through open market
sales or in negotiated transactions, to or through one or more broker dealers,
or in underwritten offerings, block trades, agency placements, brokerage
transactions or otherwise. Depending on the same factors, Genentech may in the
future purchase additional capital stock of Scios or enter into hedging or
similar transactions as described in Item 6. Based upon such factors,
Genentech, however, may reduce its equity ownership in a company with publicly
traded securities to below five percent.
Based upon the factors described above and pursuant to an effective Form S-3
Registration Statement, between March 31, 1995 and April 10, 1995 Genentech
sold an aggregate of 5,000 shares of Convertible Preferred Stock, which were
automatically converted into 500,000 shares of Scios Common Stock upon transfer
to an unaffiliated third party, for an aggregate sales price of $3,506,250,
excluding commissions. Additional detail of these sales is set forth on Exhibit
B. The purpose of Genentech in effecting the sales was to decrease its
aggregate equity interest in Scios.
Except as described in this Item 4, Genentech does not have any plan or
proposal relating to, or which would result in, any event described in (a) -
(j) of the instructions to this Item 4.
ITEM 5: INTEREST IN SECURITIES OF ISSUER
a. Beneficial Ownership: 1,705,300 (1)
Percentage Ownership: 4.5%
(1) On a Common Stock equivalent basis. Includes 100,000 shares of Scios
Common Stock acquired by Genentech on October 2,1992 in exchange for a license
of technology of Genentech to Scios in connection with the termination of a
prior collaborative arrangement between the parties.
To the best knowledge of the undersigned, except for Genentech, no shares of
Common Stock of Scios or equity securities convertible into shares of Common
Stock of Scios, are owned by any of the parties listed in Item 2 above.
b. Sole Voting Power: 1,705,300
Shared Voting Power: 0
Sole Dispositive Power: 1,705,300
Shared Dispositive
Power: 0
CUSIP NO. 808905 10 3 Page 5 of 8
c. Recent Transactions: As described above in Item 4, between March
31, 1995 and April 10, 1995 Genentech sold an aggregate of 5,000 shares of
Convertible Preferred Stock, which were automatically converted into 500,000
shares of Scios Common Stock upon transfer to an unaffiliated third party, for
an aggregate sales price of $3,506,250, excluding commissions. Additional
detail of these sales is set forth on Exhibit B. Except as described herein,
Genentech has not made any other purchases or sales of Common Stock of Scios in
the last sixty days.
d. Receipt of dividends, etc.: Not applicable
e. Ownership below 5%: As of April 10, 1995, Genentech was the
beneficial owner of less than five percent of Scios Common Stock.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT
TO SECURITIES OF ISSUER
To the best knowledge of the undersigned, except as described below, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the person named in Item 2 and between such persons and any
person with respect to any securities of Scios, including but not limited to
transfer or voting of any of the securities, finders fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or losses, or the giving or withholding of proxies.
Under the Purchase Agreement, Genentech and Scios have agreed as follows:
1. With respect to the shares of Convertible Preferred Stock or shares
of Common Stock issuable upon conversion thereof (Securities), Genentech will
not, without the approval of Scios, sell to a single third party investor
(including its affiliates) greater than: (i) 500,000 Securities in any 12
month period prior to December 31, 1996, and (ii) 1,000,000 Securities in any
twelve month period thereafter, except pursuant to a tender offer approved by
Scios board of directors. The foregoing volume limitation is inapplicable to
sales of Securities to brokers or dealers who agree to abide by such volume
limitation. In addition, the volume limitation will terminate upon the
issuance of any shares of Scios Common Stock pursuant to the Note Agreement
described in Item 2.
2. Genentech will not transfer ownership of any of the Securities to
an unaffiliated third party without first permitting Scios to purchase such
Securities at the then market price for such Securities. If Scios declines to
purchase any such Securities, Genentech is no longer obligated to offer those
Securities to Scios before transferring ownership to an unaffiliated third
party. In addition to any other termination provision described in (1) above,
the obligations of Genentech under (1) and (2) terminate upon the earliest to
occur of (i) December 30, 2002, (ii) the date on which Genentech and its
affiliates (i.e., companies controlled by Genentech) no longer own 3% of the
outstanding voting equity securities of Scios, or (iii) the closing of a merger
or similar transaction pursuant to which greater than 50% of the voting stock
of Scios is transferred to a stockholder or group of stockholders, or a sale of
all or substantially all of the assets of Scios.
3. Prior to December 30, 1999, neither Genentech nor any of its
affiliates (i.e., companies controlled by Genentech) nor any one acting on its
behalf will acquire any Scios equity securities without the written consent of
Scios, except pursuant to the Note Agreement described in Item 2. The
foregoing obligation terminates earlier upon the receipt of Scios of a firm
offer from a third party to acquire more than 50% of Scios' voting stock or all
or substantially all of its assets.
CUSIP NO. 808905 10 3 Page 6 of 8
Subject to the contractual restrictions described above, Genentech may
from time to time enter into hedging transactions, including short sales and
buying puts and selling calls, for its own account or with broker-dealers and
the broker-dealers may engage in short sales of Common Stock of Scios in the
course of hedging the positions they assume with Genentech. In connection with
such transactions, Genentech may also loan or pledge shares of Convertible
Preferred Stock to a broker-dealer. As described in Item 2 above, shares of
Convertible Preferred Stock automatically convert into shares of Common Stock
upon transfer of ownership to a third party unaffiliated with Genentech.
ITEM 7: EXHIBITS
None
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 20, 1995
GENENTECH, INC.
/S/STEPHEN G. JUELSGAARD
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Stephen G. Juelsgaard
Vice President and
General Counsel
CUSIP NO. 808905 10 3 Page 7 of 8
EXHIBIT A
Item 2.
(a) Name: Genentech hereby incorporates by this reference from its Form 10-K
filed with the Securities and Exchange Commission on March 30, 1995 the Section
in Part I entitled Genentech, Inc., Executive Officers and incorporates by this
reference from its definitive Proxy Statement filed with the Securities and
Exchange Commission on March 16, 1995 the Section entitled Proposal
1 - Election of Directors, Nominees.
(b) Residence or business address: The address for each of the officers and
directors described in Item 2(a) above is:
c/o Genentech, Inc.
460 Point San Bruno Blvd.
South San Francisco, CA 94080
(c) Principal Occupation: Genentech hereby incorporates by this reference
from its Form 10-K filed with the Securities and Exchange Commission on March
30, 1995 the Section in Part I entitled Genentech, Inc., Executive Officers and
incorporates by this reference from its definitive Proxy Statement filed with
the Securities and Exchange Commission on March 16, 1995 the Section entitled
Proposal 1 - Election of Directors, Nominees.
(d) Criminal Proceedings, etc.: During the last five years, none of the
individuals described in Item 2(a) above has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Proceedings, etc.: During the last five years, none of the
individuals described in Item 2(a) above has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction.
(f) Citizenship: Each of the individuals described in Item 2(a) above are
citizens of the United States, except directors Drews and Kessler who are
citizens of Switzerland.
CUSIP NO. 808905 10 3 Page 8 of 8
EXHIBIT B
Sales of Scios Nova Inc. Common Stock
(Transactions effected on NASDAQ Over the Counter Market)
(All prices exclude commissions)
Date Number of Shares Price Per Share
of Common Stock
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3/31/95 50,000 7.5000
4/4/95 50,000 7.3750
4/7/95 50,000 7.1250
4/10/95 350,000 6.8750
