<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SCIOS INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[SCIOS PRESS RELEASE]
WISCONSIN INVESTMENT BOARD
TO VOTE AGAINST STOCKHOLDER PROPOSALS
AT SCIOS ANNUAL MEETING
SCIOS WILL SEEK ADDITIONAL INDEPENDENT DIRECTORS
MOUNTAIN VIEW CA -- April 29, 1997 -- Scios Inc. (Nasdaq: SCIO) and the State of
Wisconsin Investment Board today announced that the State of Wisconsin
Investment Board intends to vote its 2,009,100 shares of Scios Common Stock
(5.6% ) against the three stockholder proposals to be voted on at Scios' Annual
Meeting of Stockholders on May 13. The stockholder proposals in the proxy
statement are: to have the board appoint a committee to seek a buyer of the
Company (proposal 4); to require the chairman to be an independent director
(proposal 5); and to establish a shareholder advisory committee to the board
(proposal 6).
"In recent discussions, Scios has communicated to us its commitment to add two
new independent directors to its board in the course of the next year. In light
of that information, the State of Wisconsin Investment Board will vote against
the three stockholder proposals, as recommended by Scios' Board of Directors,"
said John Nelson, investment director of the Wisconsin Investment Board.
"We are pleased that our largest stockholder and long-term investor in Scios has
indicated its support for our board and management on these measures," said
Richard L. Casey, chairman and chief executive officer of Scios.
Scios is a biopharmaceutical company engaged in the discovery, development,
manufacture and commercialization of novel human therapeutics. Scios has two
major clinical development programs. NATRECOR(R) BNP is in Phase III clinical
studies for the treatment of acute congestive heart failure. FIBLAST(R)
trafermin is in Phase II clinical trials for a variety of neurological and
vascular conditions. The Company has research and development collaborations
with Wyeth-Ayerst Laboratories, the pharmaceutical division of American Home
Products Corporation, Kaken Pharmaceutical Co., Ltd. and Novo Nordisk A/S of
Denmark. Scios' profitable commercial operations division markets six
psychiatric products.
###
Contact: Anne Bowdidge, Scios Inc. 415/ 962-5814