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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
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(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:
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Below is a copy of a presentation for use by Scios Inc. with its investors
and other parties interested in Scios.
SCIOS INC.
DECEMBER 1999
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SCIOS INC.
The statements in this presentation that are not historical facts are
forward-looking statements that involve risks and uncertainties, and may
include references to the implementation of the Company's strategic plan and
the timely development and approval of the Company's products and the receipt
of revenue from those products, as well as the other risks detailed from time
to time in the Company's SEC reports, including its annual reports on Form
10-K and subsequent reports on Form 10-Q
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SCIOS SNAPSHOT EARLY 1999
- - TOTAL CORPORATE RESTRUCTURE: MAR `99
- 40% workforce reduction
- Eliminated protein manufacturing
- Sold Mountain View campus for net proceeds of $19.2 million
- $14 million annual cost savings expected
- - NATRECOR-Registered Trademark- ANTICIPATED APPROVAL AND LAUNCH: APR `99
- - MOVE TOWARD PROFITABILITY THROUGH NATRECOR-Registered Trademark- AND
RESTRUCTURING
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WHAT HAPPENED TO NATRECOR-Registered Trademark-
- - JAN 99 Approved by Cardiorenal Advisory Committee
- - APR 99 Non-Approval letter
- - FDA REQUESTS ADDITIONAL CLINICAL DATA
- Onset and offset of hypotension
- Clinical utility of Natrecor-Registered Trademark- vs. existing therapy
- Sample size
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IMPACT ON THE STOCK
[Graph of Scios Stock Price in 1999 showing:]
Date Stock Price
---- -----------
January 4, 1999 $10.000
February 1, 1999 $10.625
March 1, 1999 $ 9.313
April 1, 1999 $ 9.500
May 3, 1999 $ 4.094
June 1, 1999 $ 3.625
July 1, 1999 $ 3.625
August 2, 1999 $ 4.000
September 1, 1999 $ 3.875
October 1, 1999 $ 3.750
November 1, 1999 $ 3.938
December 1, 1999 $ 4.563
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VMAC
VASODILATION IN THE MANAGEMENT
OF ACUTE CONGESTIVE HEART FAILURE
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VMAC STEERING COMMITTEE
- - JAMES B. YOUNG, M.D.
- Chairman of Steering Committee
- Head, Section of Heart Failure and Cardiac Transplant Medicine
at the Cleveland Clinic Foundation
- - WILLIAM ABRAHAM, M.D.
- Director, Section of Heart Failure and Cardiac Transplantation,
University of Cincinnati College of Medicine
- - CHARLES EMERMAN, M.D.
- Chairman, Department of Emergency Medicine at the
Cleveland Clinic Foundation
- - LYNNE WARNER STEVENSON, M.D.
- Clinical Director, Cardiomyopathy and Heart Failure Center,
Brigham and Women's Hospital
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VMAC
[To the left (below) is a graphic portrayal of the heart with the amino acid
sequence of Natrecor-Registered Trademark-]
- Double-blind, placebo controlled study
with Natrecor-Registered Trademark- and
nitroglycerin
- Primary objective of the study is to
compare the effect of Natrecor-Registered
Trademark- and placebo on PCWP and
symptoms 3 hours after start of study drug
- Two arms, catheterized and
non-catheterized
- Administration of both fixed and
adjustable doses of Natrecor-Registered
Trademark-
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VMAC TRIAL DESIGN
[Graphic depicting arms of VMAC trial for Natrecor-Registered Trademark-
showing the stratification of the patients between the catheterized and
non-catheterized arms of the trial, the randomization of patients between
placebo, nitroglycerin and Natrecor-Registered Trademark- during a three hour
placebo-controlled period and an active-controlled treatment period.]
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NATRECOR-Registered Trademark- MARKET OPPORTUNITY
- - National healthcare consulting firm completed
intensive U.S. market evaluation
- - 80% of patients with CHF are treated in the
ER -> ICU - CCU - Telemetry setting:
targeted setting for Natrecor-Registered Trademark- as an IV therapeutic -
- - National survey of more than 200 physicians -
Representing cardiologists and emergency department physicians -
interest in prescribing Natrecor-Registered Trademark- as a therapeutic was
high: 4.4/5
- - More than two-thirds of CHF patients are in the normotensive or
hypertensive category: where Natrecor-Registered Trademark- is expected to
be most widely employed.
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NATRECOR-Registered Trademark- MARKET OPPORTUNITY
- $200 - $300 million peak U.S. annual sales
- High physician interest in new vasoactive therapy for acute CHF
- Patients are treated for acute CHF in settings appropriate for an IV
therapeutic
- Physician attitudes are negative toward inotropic agents due to
arrhythmia generating potential
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SEIZING THE NATRECOR-Registered Trademark- OPPORTUNITY
- - Build awareness for the product and its position
- - All alternatives considered and priority strategy chosen:
SECURE THE RIGHT PARTNER AND CO-PROMOTION AGREEMENT
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SCIOS INC. - VALUE BUILDERS
- - (2ND HALF 00) P38-Kinase Inhibitor enters clinical trials for
rheumatoid arthritis indication
- - (3RD Q00) VMAC enrollment complete
- - (4TH Q00) Natrecor-Registered Trademark- NDA Amendment filing
- - (2000) Fiblast-Registered Trademark- approval in Japan
(targeted by Kaken)
- - (ONGOING) VEGF(121) partners
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SCIOS INC. - A VALUE OPPORTUNITY
- - 9/30/99 $96 Million Cash
- - NATRECOR-Registered Trademark- A Valuable Product
- Committed Course New Natrecor-Registered Trademark- Trial
- - P38-KINASE Promising Pipeline
- Committed Course Complete toxicology work and
move into clinic
- - COMPANY Lean and Focused
- - RIGHT PEOPLE TO MAKE IT HAPPEN
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SCIOS INC.
Stay Tuned
Assess Performance Over Time
See The Value
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SCIOS INC.
RESEARCH PROGRAMS
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SCIOS (NEW): DISEASE-BASED DISCOVERY RESEARCH
[FLOWCHART depicting that functional genomics, bioinformatics, computational
chemistry and combinational chemistry support gene cloning, protein
expression, transcriptional analytics, high throughput screening, and biased
chemical library which in turn support development of protein therapeutics
and small molecule kinase inhibitors]
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EXPRESSION ANALYSIS: CDNA MICROARRAYS
[Graphic depicting use of cDNA Microarray technology and how results
are displayed:
- Individual DNA clones in 96-well format -- > DNAs printed as
microarray -- > microscopic slide
- Disease tissue and normal tissue: fluorescently labeled cDNAs
prepared, then hybridized together on microarray -- > microscopic
slide
- Fluorescense scanning of microscopic slide reveals hybridization
patterns]
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SCIOS DISCOVERY MODEL SUCCESS
- - P38 Kinase Inhibitor program is the first success story of Scios' new drug
discovery model
- Combines experience in both proteins and small molecule synthesis
- Increases capability for future products
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ROLE OF P38 KINASE IN TNF BIOSYNTHESIS
AND ACTION
[Flowchart depicting that stress causes Target Cells to produce P38-Kinase
which in turn causes greater production of TNF which in turn acts on Responder
Cells to cause greater production of P38-Kinase that causes further production
of TNF, IL-1 and COX-2.]
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P38 KINASE INHIBITOR ROLE IN
INFLAMMATORY DISEASE
[Graphic depicting role of P38 Kinase in triggering inflammation and
fibrosis and goal of Scios Kinase Inhibitors to suppress these responses.]
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POTENTIAL
P38-KINASE INHIBITORS COULD BE THE FIRST ORALLY ADMINISTERED TREATMENT FOR
RHEUMATOID ARTHRITIS BY BLOCKING THE BIOSYNTHESIS AND ACTION OF TNF AND
INHIBITING COX-2.
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SCIOS INC.
P38-KINASE INHIBITORS
- - Novel chemical classes discovered by Scios research
- - Both oral and IV compounds have been defined
- - Patents pending
- - Development underway
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P38-KINASE INHIBITORS: THE LEADING
EDGE OF ANTI-INFLAMMATORY THERAPEUTICS
- - Lowering TNF represents a paradigm shift in modifying inflammatory diseases
- - Injectable protein TNF antagonists have defined the therapeutic
mechanism and the market
- - Inhibitors of COX-2 have re-defined the optimum approach to
symptom relief in arthritis
- - Scios' ORALLY ADMINISTERED P38-Kinase inhibitors both lower TNF and
inhibit COX-2
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P38-KINASE INHIBITORS
DISEASE TARGETS:
- - Rheumatoid arthritis
- - Inflammatory bowel disease
- - Heart failure
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DEVELOPMENT PROGRAMS
[CHART showing status of the following development programs:
Scios Programs:
Natrecor-Registered Trademark-
Actute Congestive Heart Failure: Phase III
VEGF-121
Cardiovascular Disease- Protein Therapy: Preclinical
P38-Kinase Inhibitors
Inflammatory Disease: Preclinical
Partnered Programs:
B-Amyloid
Alzheimer's Disease: Preclinical, Partner: Eli Lilly & Co.
Alzheimer's Disease: Preclinical, Partner: DuPont Pharmaceuticals
Natrecor-Registered Trademark-
BNP Diagnostic: Regulatory, Partner: Shionogi & Co., Ltd.
BNP Diagnostic: Regulatory, Partner: Biosite Diagnostics Inc.
BNP Diagnostic: Preclinical, Partner: Abbott Laboratories
Fiblast
Recalcitrant Dermal Wounds: Regulatory, Partner: Kaken (Japan)
Coronary Artery Disease: Phase II, Partner: Chiron
Peripheral Vascular Disease: Phase II, Partner: Chiron
VEGF-121
Coronary Artery Disease - Gene Therapy: Phase I, Partner: GenVec
GLP-1
Type 2 Diabetes: Phase I, Partner: Novo Nordisk]
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SCIOS INC.
OPERATIONS AND FINANCIAL UPDATE
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CASH PICTURE
- - Start FY 2000 with approximately $100 Million in cash
- - Initial revenue expected in FY 2000 from Fiblast wound healing in Japan
- - Cash use in FY 2000 operations expected to be approximately $27 million
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FIBLAST-Registered Trademark-
HUMAN BASIC FIBROBLAST GROWTH FACTOR (bFGF)
- - Licensed to Chiron for $25 million + royalties
- Scios to receive payments based on any commercialized form
(human or bovine)
- Chiron has ongoing Phase II trials in CAD and PVD
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PSYCHIATRIC SALES & MARKETING DIVISION
- - Dedicated to psychiatric product sales
- - $9 million net contribution (cash flow) expected in 1999
- - Fully integrated and experienced marketing/sales organization
- - Expansion capability
- - Line reorganization expected in 2000
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
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 1,622,257 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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