SCIOS INC
DEFA14A, 1999-12-15
PHARMACEUTICAL PREPARATIONS
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                            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 / / Definitive  Additional Materials
/x/ 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

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(3) Per unit price or other underlying value of transaction computed pursuant to
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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
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<PAGE>

SCIOS INC. NEWS RELEASE

                                SCIOS LETTERHEAD
FOR IMMEDIATE RELEASE

CONTACT:
Wendy Carhart
(408) 616-8325
Scios Inc.

                   NATRECOR(Registered Mark) VMAC STEERING COMMITTEE
                  EXPANDS TO INCLUDE EMERGENCY MEDICINE EXPERT

SUNNYVALE,  Calif.--  December  15,  1999 -- Scios  Inc.  (Nasdaq:  SCIO)  today
announced that Dr.  Charles L. Emerman,  Chairman of the Department of Emergency
Medicine,  MetroHealth  Medical  Center  in  Cleveland  will  join the  steering
committee  for Scios' Phase III VMAC  (Vasodilation  in the  Management of Acute
Congestive Heart Failure) trial. Dr. Emerman is also the Chairman, Department of
Emergency  Medicine at the  Cleveland  Clinic  Foundation,  an Examiner  for the
American Board of Emergency  Medicine,  and a member of the American  College of
Emergency Physicians.

"Dr.  Emerman  offers  tremendous  knowledge  and  experience  in the  field  of
emergency medicine. As treatment of patients with acute decompensated Congestive
Heart  Failure  (CHF)  typically  begins  in the  emergency  room  setting,  Dr.
Emerman's  experience  will greatly assist Scios in the execution and management
of the VMAC trial,"  noted Dr. James Young,  Head,  Section of Heart Failure and
Cardiac  Transplant  Medicine at the Cleveland Clinic Foundation and Chairman of
the VMAC Steering Committee.

Natrecor is Scios'  recombinant form of human BNP (B-type  natiuretic  peptide),
part of the body's  natural  response to a failing heart.  In previous  clinical
studies,  Natrecor  has been  shown  to  increase  cardiac  output  and  symptom
improvement compared to placebo. The VMAC trial began in October, 1999, and will
enroll  approximately  500 patients with acute  decompensated  CHF for treatment
with Natrecor, placebo or nitroglycerin. The

                                    -- more--

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Company  is  undertaking  the VMAC study to satisfy  the  concerns  raised in an
April,  1999  non-approval  letter from the FDA for Natrecor in the treatment of
acute CHF.

Dr. Emerman commented that "if approved for the treatment of acute decompensated
CHF,  Natrecor  will offer  emergency  department  physicians  an important  new
therapeutic for early  intervention in the treatment of patients with acute CHF.
I am pleased to join Dr. Young and the other  members of the Steering  Committee
in overseeing the VMAC trial with Scios."

Scios Inc.
Scios is a biopharmaceutical company engaged in the discovery,  development, and
commercialization of novel human therapeutics.  Scios has commercial or research
and   development   relationships   with   Chiron   Corporation,    the   DuPont
Pharmaceuticals   Company,   Eli  Lilly  and   Company,   GenVec   Inc.,   Kaken
Pharmaceutical  Co., Ltd., and Novo Nordisk A/S of Denmark.  Scios'  psychiatric
sales and marketing division  successfully  markets seven psychiatric  products,
including co-promotion  arrangements with Janssen  Pharmaceutica's  Risperdal(R)
and SmithKline Beecham's Paxil(R).  Additional information on Scios is available
at its web site located at www.sciosinc.com and in the Company's various filings
with the Securities and Exchange Commission.

The  statements  in this  press  release  that  are  not  historical  facts  are
forward-looking statements that involve risks and uncertainties, and may include
references to the continued  development and  commercialization of Natrecor,  as
well as other risks  detailed  from time to time in the  reports  filed by Scios
with the SEC,  including the  Company's  annual report on Form 10-K for the year
ended December 31, 1998 and subsequent reports on Form 10-Q.

                                    -- more--
<PAGE>

                   CERTAIN INFORMATION CONCERNING PARTICIPANTS

Scios Inc. has scheduled its annual meeting of stockholders for February 28,
2000.  The following information is provided concerning the participants on
behalf of Scios Inc. in the solicitation of proxies for this meeting.

The following individuals, all of whom are directors of Scios Inc., may be
deemed participants in the solicitation of proxies on behalf of the Company's
Board of Directors: Donald B. Rice, Ph.D. (Chairman of the Board of the
Company; President and Chief Executive Officer of Urogenesys, Inc.); Richard B.
Brewer (Chief Executive Officer and President of the Company); Samuel H.
Armacost (Chairman, SRI International); Myron Du Bain (Chairman and Chief
Executive Officer (Retired), Fireman's Fund Corporation); Charles A.
Sanders, M.D. (Chairman and Chief Executive Officer (Retired), Glaxo Inc.);
Solomon H. Snyder, M.D. (Director, Department of Neuroscience, and
Distinguished Service Professor of Neuroscience, Pharmacology and Molecular
Sciences and Psychiatry, The Johns Hopkins University); Burton E. Sobel, M.D.
(E.L. Amidon Professor and Chair, Department of Medicine, The University of
Vermont College of Medicine); and Eugene L. Step (Executive Vice President,
President of the Pharmaceutical Division (Retired), Eli Lilly and Company).
The following executives of the Company may also be deemed participants: Thomas
L. Feldman (Vice President of Commercial Operations); Elliott B. Grossbard,
M.D. (Senior Vice President of Development); David W. Gryska (Vice President of
Finance and Chief Financial Officer); John A. Lewicki, Ph.D. (Vice President of
Research); John H. Newman (Senior Vice President, General Counsel & Secretary);
George F. Schreiner, M.D., Ph.D. (Vice President, Cardiorenal Research) and
Wendy Carhart (Senior Manager of Investor Relations).

In the aggregate,  these  individuals  beneficially  own 1,623,757 shares of the
Company's  Common Stock,  including  1,267,332  shares  subject to stock options
exercisable  within  60 days of  December  6,  1999.  None of these  individuals
beneficially  owns more than 1% of the Company's  Common  Stock.  In addition to
customary  cash  compensation  payable  to  non-employee  directors,  under  the
Company's Equity Incentive Plan each non-employee director receives an automatic
grant of a stock option to acquire  10,000 shares of the Company's  Common Stock
at each annual  meeting where the director is elected to the Company's  Board of
Directors.  Mr.  Brewer's  employment  agreement with the Company  provides for,
among other things, severance payments to Mr. Brewer in the event of termination
of his employment "without cause" or "for good reason."

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