SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SCIOS INC.
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(Name of Registrant as Specified in Its Charter)
RANDAL J. KIRK
RJK, L.L.C.
KIRKFIELD, L.L.C.
THE KIRK FAMILY INVESTMENT PLAN
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY
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[The information included herein is as it is expected to be when the
definitive proxy statement is mailed to shareholders of Scios Inc. This
Proxy Statement will be revised to reflect actual facts at the time of the
filing of the definitive proxy statement.]
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PROXY STATEMENT OF
RANDAL J. KIRK
RJK, L.L.C.
KIRKFIELD, L.L.C.
THE KIRK FAMILY INVESTMENT PLAN
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ANNUAL MEETING OF STOCKHOLDERS
OF
SCIOS INC.
TO BE HELD FEBRUARY 28, 2000
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Dear Fellow Stockholder of SCIOS INC.:
This Proxy Statement is furnished to the holders of common stock, par
value $.001 per share (the "Common Stock"), of Scios Inc. (the "Company"),
in connection with the solicitation by Randal J. Kirk, a citizen of the
United States ("Mr. Kirk"), and each of the following entities that Mr.
Kirk directly controls: RJK, L.L.C., a Virginia limited liability company
("RJK"), Kirkfield, L.L.C., a Virginia limited liability company
("Kirkfield"), and The Kirk Family Investment Plan, a joint account ("KFIP"
and, together with Mr. Kirk, RJK and Kirkfield, the "Kirk Stockholders"),
for use at the 2000 Annual Meeting of Stockholders of the Company to be
held on February 28, 2000, at a time and site to be selected by the
Company, or any adjournments or postponements thereof (the "Meeting").
Proxies are being solicited to elect the following slate of directors
proposed by the Kirk Stockholders: Dr. Douglas Covington, John H. Greist,
M.D., Larry D. Horner, Kurt P. Kalm, Randal J. Kirk, Domenic A. Sica, M.D.,
John P. Szlasa and William E. Yelle (collectively, the "Nominees"). The
Company has set the record date for determining stockholders entitled to
notice of and to vote at the Meeting as January 11, 2000 (the "Record
Date"). The Proxy Statements and the WHITE proxy cards are expected to be
mailed by the Kirk Stockholders to stockholders on or about [ ]. According
to the Company's most recent Form 10-Q for the quarter ended September 30,
1999, as of October 12, 1999, there were 38,468,652 shares of Common Stock
outstanding. As of the date hereof, the Kirk Stockholders were the
beneficial owners of an aggregate of 2,000,000 shares which represents
greater than 5% of the shares outstanding (based on information publicly
disclosed by the Company).
According to the Company's most recent Form 10-Q for the quarter ended
September 30, 1999, the Company's principal executive offices are located
at 820 West Maude Avenue, Sunnyvale, California 94086. The business address
for the Kirk Stockholders is c/o Third Security, LLC, The Governor Tyler,
1902 Downey Street, Radford, Virginia 24141.
VOTING
Each share of Common Stock issued and outstanding on the Record Date
is entitled to one vote. The proxy holder identified in the Kirk
Stockholders' WHITE proxy card accompanying this Proxy Statement will vote
all WHITE proxy cards in accordance with the instructions contained in the
WHITE proxy card and, if no choice is specified, the proxy holder will
vote in favor of the Stockholder's proposal to elect the Nominees. The
presence at the Meeting in person or by proxy of a majority of the shares
outstanding as of the Record Date will constitute a quorum. Abstentions and
broker non-votes are counted towards a quorum. Abstentions are counted in
tabulations of the votes cast on proposals presented to stockholders and
have the effect of negative votes, whereas broker non-votes are not counted
for any purpose in determining whether a proposal has been approved.
Remember, your last dated proxy is the only one which counts, so
return the Kirk Stockholders' WHITE proxy card accompanying this Proxy
Statement even if you delivered a prior proxy to the Company. We urge you
not to vote any proxy card sent to you by the Company with respect to the
Company's slate of nominees to the Board of Directors.
REVOCABILITY OF PROXIES
Any person giving a WHITE proxy card in the form accompanying this
Proxy Statement has the power to revoke it at any time before its exercise.
It may be revoked by filing with Corporate Investor Communications, Inc.,
111 Commerce Road, Carlstadt, New Jersey 07072-2586, an instrument of
revocation or a duly executed proxy bearing a later date. It also may be
revoked by attending the Meeting and voting in person. Attendance at the
Meeting will not itself revoke a proxy.
SOLICITATION
Copies of solicitation material will be furnished without charge to
banks, brokerage houses, fiduciaries and custodians holding in their name
shares of Common Stock beneficially owned by others to forward to such
beneficial owners. The solicitation of proxies will be made by the use of
the mails and through direct communication with certain stockholders or
their representatives by the Kirk Stockholders and their affiliates, who
will receive no additional compensation therefor. In addition, the Kirk
Stockholders have decided to engage Corporate Investor Communications, Inc.
to solicit proxies, and the Kirk Stockholders will pay the standard fee for
these services, which is estimated to be approximately $70,000.
Approximately 15 persons will be used by Corporate Investor Communications,
Inc. in its solicitation efforts.
The Kirk Stockholders will bear the entire cost of their solicitation.
Although no precise estimate can be made at the present time, the Kirk
Stockholders currently estimate that the total expenditures relating to the
proxy solicitation incurred by the Kirk Stockholders will be approximately
$500,000. No determination has been made by the Kirk Stockholders at this
time as to whether they will seek reimbursement from the Company for the
costs incurred in connection with the Kirk Stockholders' solicitation of
security holders or whether the question of such reimbursement will be
submitted to a vote of security holders.
NOMINEES OF THE KIRK STOCKHOLDERS FOR ELECTION OF DIRECTORS
The current Board of Directors consists of eight directors. The Kirk
Stockholders are proposing to elect the following eight Nominees to the
Board of Directors to hold office until the next annual meeting of
stockholders and until their successors have been elected and qualify: Dr.
Douglas Covington, John H. Greist, M.D., Larry D. Horner, Kurt P. Kalm,
Randal J. Kirk, Domenic A. Sica, M.D., John P. Szlasa and William E. Yelle.
None of the Nominees are members of the present Board. Each Nominee is a
citizen of the United States.
Each Nominee has consented in writing to being named as a nominee for
election as a Director in the Kirk Stockholders' proxy material to be used
in connection with the Meeting and, if elected, has consented to serving as
a Director. The Kirk Stockholders are unaware of any reason why any
Nominee, if elected, should be unable to serve as a Director. If for any
reason any Nominee is unable or declines to serve, the WHITE proxy cards
solicited by the Kirk Stockholders will be voted for any substitute nominee
who shall be designated by the Kirk Stockholders to fill the vacancy.
The members of the Board of Directors are elected by a plurality of
the shares present or represented at the Meeting, and voting on the
election of directors. Unless otherwise instructed, the Kirk Stockholders'
proxy holder will vote the WHITE proxy cards received by him FOR the
election of the Nominees to the Board of Directors.
Each of the Nominees has furnished the Kirk Stockholders with
information concerning their principal occupations for the preceding
five-year period, business addresses and other matters. Except as disclosed
herein, according to the Nominees' executed questionnaires, (a) none of the
Nominees has ever served as an officer, director or employee of the
Company; (b) there are no arrangements or understandings between any
Nominee and any other person pursuant to which he was selected as a Nominee
to serve as a Director of the Company or with respect to any future
employment by the Corporation or any future transactions to which the
Company or any of its affiliates will or may be a party; and (c) none of
the Nominees shall receive any form of compensation for serving in the
capacity as a Director of the Company, other than any compensation
currently paid by the Company to its Directors in their capacity as a
Director. In addition, Mr. Kirk, one of the Kirk Stockholders, is also a
Nominee.
BIOGRAPHICAL INFORMATION CONCERNING THE NOMINEES
Dr. Douglas Covington. Dr. Covington, age 64, currently serves as the
President of Radford University in Virginia and has served in such capacity
for the past five years. Dr. Covington also serves as a director on the
board of directors of First National Bank (FNBP). Dr. Covington's address
is Radford University, P.O. Box 68909, Radford, Virginia 24142.
John H. Greist, M.D. Dr. Greist, age 60, has served as Chief Executive
Officer of Healthcare Technology Systems, LLC (HTS) since May 1998. Between
July 1992 and April 1998, Dr. Greist served as Distinguished Senior
Scientist, Dean Foundation for Health, Research and Education. Dr. Greist
also currently serves as Director of the Bipolar, Obsessive Compulsive ad
Lithium Information Centers and as a Clinical Professor of Psychiatry at
the University of Wisconsin Medical School. Dr. Greist's address is
Healthcare Technology Systems, LLC (HTS), 7617 Mineral Point Road, Suite
300, Madison, Wisconsin 53717.
Larry D. Horner. Mr. Horner, age 65, currently serves as Chairman of
the Board of Directors of Pacific USA Holdings Corp. and of Asia Pacific
Wire & Cable Ltd. (of which he is also the Chief Executive Officer). In
addition, Mr. Horner currently serves as a director on the board of
directors of each of the following public companies: American General
Corp.; Laidlaw Global Corp.; Phillips Petroleum Company; Newmark Homes
Corp.; and Atlantis Plastics. Mr. Horner's address is Pacific USA Holdings
Corp., 100 Park Avenue, 28th Floor, New York, New York 10017.
Kurt P. Kalm. Mr. Kalm, age 47, currently serves as Senior Vice
President of Arnhold and S. Bleichroeder, Inc. Mr. Kalm's address is
Arnhold and S. Bleichroeder, Inc., 1345 Avenue of the Americas, New York,
New York 10105.
Randal J. Kirk. Mr. Kirk, age 45, has served as the Managing Director
of Third Security, LLC since 1998. In addition, Mr. Kirk currently serves
in the following capacities: Chairman of Lotus Biochemical Corporation
since 1996; Manager of New River Management Company, L.L.C. since 1996;
Chairman of BCCX, Inc. since 1998; Chairman of SFR, LLC since 1998;
Chairman of Clinical Chemistry Holdings, Inc. since 1999; Chairman of
Biopop Integration Group, Inc. since 1999; and Manager of Zhong Mei, LLC
since 1999. Previously, Mr. Kirk served in the following capacities during
the past five years: Chairman of General Injectables & Vaccines, Inc.
between 1994 and 1998; and Chairman and Chief Executive Officer of
Biological & Popular Culture, Inc. between 1996 and 1998. Mr. Kirk's
address is Third Security, LLC, The Governor Tyler, 1902 Downey Street,
Radford, Virginia 24141. Mr. Kirk is one of the Kirk Stockholders who is
nominating the Nominees.
Domenic A. Sica, M.D. Dr. Sica, age 50, currently serves as Professor
of Pharmacology in the Department of Medicine at Virginia Commonwealth
University and as Professor of Medicine at the Medical College of Virginia.
Dr. Sica also serves as Chief of the Division of Clinical Pharmacology and
Hypertension, as Chief of the Renal Pharmacology Section of the Division of
Nephrology, and as the Director of the University Ambulatory and
Hypertension Research Unit at the Medical College of Virginia. Dr. Sica's
address is Virginia Commonwealth University, Department of Medicine of
Virginia Commonwealth University, Broad Street, Richmond, Virginia
23290-0160.
John P. Szlasa. Mr. Szlasa, age 63, founded and currently serves as
President of the Conectics Group at Thomas Ferguson Associates of the WPP
Group PLC. Mr. Szlasa's address is Thomas Ferguson Associates, 30 Lamdex
Plaza, Parsippany, New Jersey 07054.
William E. Yelle. Mr. Yelle, age 36, currently serves as Vice
President of Business Development at Sepracor Inc. Prior to joining
Sepracor Inc. in 1995, Mr. Yelle held positions in business development,
new product planning, managed care marketing and marketing research at
Pfizer, Inc. Mr. Yelle formerly worked in assay development at PB
Diagnostics. Mr. Yelle's address is Sepracor Inc., 111 Locke Drive,
Marlboro, Massachusetts 01752.
STOCKHOLDINGS IN THE COMPANY
None of the Nominees beneficially own any Common Stock of the Company,
except as follows:
Mr. Kirk beneficially owns 2,000,000 shares of Common Stock,
representing approximately 5.2% of the 38,468,652 shares of Common
Stock outstanding on October 12, 1999 (as reported by the Company in
its Form 10-Q for the quarter ended September 30, 1999), as follows:
1,136,600 shares held by Mr. Kirk; 387,000 shares held by RJK;
225,000 shares held by Kirkfield; and 251,400 shares held by KFIP.
Mr. Kirk has sole voting and dispositive power with respect to the
1,136,600 shares held by him, and RJK, Kirkfield and KFIP each share
voting and dispositive power with Mr. Kirk with respect to their
respective shares. The Kirk Stockholders purchased these shares
between June 16, 1999 and July 20, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others. Except as set forth below,
none of the Nominees is currently involved, or has been involved since
January 1, 1999, in any transaction, series of transactions or proposed
transactions to which the Company or any of its subsidiaries was or is to
be a party:
During 1999, the Kirk Stockholders engaged in preliminary
discussions with representatives of the Company concerning the
possible sale to the Company of Lotus Biochemical Corporation, a
company for which Mr. Kirk acts as Chairman of the Board, or parts
thereof (the "Proposal"). However, on October 27, 1999, the Proposal
was withdrawn by Mr. Kirk and has not been reinstated, and there is
no present intention by Mr. Kirk of initiating any such Proposal if
elected as a Director. Further, any transactions between the Company
and any Nominee or any of the Kirk Stockholders would be subject to
applicable fiduciary standards, including approval by a majority of
disinterested directors or other equivalent procedural safeguards.
Certain Business Relationships. Except as set forth elsewhere in this
Proxy Statement, none of the Nominees is currently, or has been since
January 1, 1999, involved in any business relationship with the Company or
any of its subsidiaries.
Indebtedness of Management. None of the Nominees has been indebted to
the Company or any of its subsidiaries since January 1, 1999.
THE KIRK STOCKHOLDERS RECOMMEND
A VOTE "FOR" THE NOMINEES.
OTHER MATTERS
The Kirk Stockholders do not know of any matters that will be brought
before the Meeting other than the election of directors. However, if any
other matter properly comes before the Meeting, it is intended that the
person named in and acting under the enclosed form of WHITE proxy card, or
his substitutes, will vote on such matters in accordance with the best
judgment.
If you have any questions about the WHITE proxy card or need
assistance in voting your shares, please contact:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
PRELIMINARY COPY
DETACH HERE
SCIOS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 28, 2000
THIS PROXY IS SOLICITED ON BEHALF OF
RANDAL J. KIRK
RJK, L.L.C.
KIRKFIELD, L.L.C.
THE KIRK FAMILY INVESTMENT PLAN
(COLLECTIVELY, THE "KIRK STOCKHOLDERS")
The undersigned hereby appoints Randal J. Kirk, with full power of
substitution, as proxy of the undersigned, to attend the Annual Meeting of
Stockholders of Scios Inc., to be held on February 28, 2000 at a time and
site to be selected by the Company, and at any adjournment or postponement
thereof, to vote the number of shares the undersigned would be entitled to
vote if personally present, and to vote in his discretion upon any other
business that may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
Please sign, date and return this proxy in the envelope provided,
which requires no postage if mailed in the United States.
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SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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DETACH HERE
PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE
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THE KIRK STOCKHOLDERS RECOMMEND A VOTE FOR PROPOSAL 1.
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1. Election of Directors.
Nominees: Dr. Douglas Covington, John H. Greist, M.D., Larry D.
Horner, Kurt P. Kalm, Randal J. Kirk, Domenic A. Sica, M.D.,
John P. Szlasa, William E. Yelle
FOR WITHHELD
/ / / /
/ / -------------------------------------------------------------------
For all nominees except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW / /
(Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.)
Signature:_______________________________________ Date:_________________
Signature:_______________________________________ Date:_________________
