SCIOS INC
DEFA14A, 1997-04-29
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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<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:
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/ /  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




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