As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Scios Inc.
(Exact name of registrant as specified in its charter)
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Delaware 95-3701481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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2450 Bayshore Parkway
Mountain View, CA 94043
(Address of Principal Executive Offices)
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Scios Inc. 1996 Non-Officer Stock Option Plan
(Full title of the plans)
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John H. Newman, Esq.
Senior Vice President, General Counsel and Secretary
Scios Inc.
2450 Bayshore Parkway
Mountain View, CA 94043
(650) 966-1550
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities to be Maximum Amount to Offering Price Aggregate Amount of
Registered be Registered Per Share(1) Offering Price(1) Registration Fee(2)
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Common Stock
(par value $.001) 800,000 $9.1875 $7,350,000.00 $2,168.25
======================== ====================== ====================== ====================== ======================
<FN>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the offering
price per share and aggregate offering price are based upon the average of
the high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market for June 2, 1998 for shares reserved for future
grant pursuant to the 1996 Non-Officer Stock Option Plan.
(2) Estimated solely for the purpose of calculating the amount of the
Registration Fee based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market for
June 2, 1998.
</FN>
</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS
ON FORM S-8, FILE NO. 333-35201.
The contents of Registration Statements on Form S-8, File No.
333-35201, filed with the Securities and Exchange Commission on September 9,
1997 are incorporated by reference herein with such modifications as are set
forth below.
EXHIBITS
Exhibit
Number
5.1 Opinion of John H. Newman, Senior Vice President, General Counsel
and Secretary of the Registrant, as to the legality of shares being
registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of John H. Newman. Reference is made to Exhibit 5.1 of this
Registration Statement.
24.1 Power of Attorney. Reference is made to page 3 of this Registration
Statement.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on June 5, 1998.
SCIOS INC.
By: /s/ Richard L. Casey
__________________________
Richard L. Casey
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John H. Newman and Richard L. Casey, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Richard L. Casey Chairman of the Board and June 5, 1998
(Richard L. Casey) Chief Executive Officer
/s/ David Southern Controller June 5, 1998
(David Southern) (Principal Accounting
Officer)
/s/ Samuel H. Armacost Director June 5, 1998
(Samuel H. Armacost)
/s/ Myron Du Bain Director June 5, 1998
(Myron Du Bain)
/s/ Donald B. Rice Director June 5, 1998
(Donald B. Rice, Ph.D.)
/s/ Charles A. Sanders Director June 5, 1998
(Charles A. Sanders, M.D.)
/s/ Robert W. Schrier Director June 5, 1998
(Robert W. Schrier, M.D.)
/s/ Solomon H. Snyder Director June 5, 1998
(Solomon H. Snyder, M.D.)
/s/ Burton E. Sobel Director June 5, 1998
(Burton E. Sobel, M.D.)
/s/ Eugene L. Step Director June 5, 1998
(Eugene L. Step)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of John H. Newman, Senior Vice President, General
Counsel and Secretary of the Registrant, as to the legality of
shares being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of John H. Newman. Reference is made to Exhibit 5.1 of
this Registration Statement.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
June 5, 1998
Scios Inc.
2450 Bayshore Parkway
Mountain View, CA 94043-1173
Ladies and Gentlemen:
You have requested my opinion with respect to certain matters in connection with
the filing by Scios Inc. (the "Company") of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission
covering the offering of up to 800,000 shares of the Company's Common Stock,
$.001 par value (the "Shares") issuable pursuant to its 1996 Non-Officer Stock
Option Plan (collectively, the "Plan").
In connection with this opinion, I have examined the Registration Statement and
related prospectuses, the Restated Certificate of Incorporation and Bylaws, as
amended, and such other documents, records, certificates, memoranda and other
instruments as I deem necessary as a basis for this opinion. I have assumed the
genuineness and authenticity of all documents submitted to me as originals, the
conformity to originals of all documents submitted to me as copies thereof, and
the due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares, when sold and issued in accordance with the Plan, the Registration
Statement and related prospectuses, will be validly issued, fully paid, and
nonassessable (except as to shares issued pursuant to certain deferred payment
arrangement, which will be fully paid and nonassessable when such deferred
payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ John H. Newman
John H. Newman
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
and the Registration Statements of Scios Inc. on Form S-8 (File No. 2-90477,
File No. 2-97606, File No. 33-39878, File No. 33-51590 and File No. 333-35201)
and Form S-3 (File No. 33-18958) of our report dated January 30, 1998, on our
audits of the consolidated financial statements of Scios Inc. and subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is included in the 1997 Annual Report on
Form 10-K.
Coopers & Lybrand L.L.P.
San Jose, California
June 5, 1998
