CUSIP No. 808905103 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
SCIOS INC.
--------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
-----------------------------------------
(Title of Class of Securities)
808905103
--------------------------
(CUSIP Number)
Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 731-3344
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Joseph J. Giunta, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
December 2, 1999
-------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check
the following box:
/__/
Page 1 of 19 Pages
CUSIP No. 808905103 13D
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This Amendment No. 1 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated July 20, 1999 (the "Original Schedule
13D"), relating to the Common Stock, par value $.001 per share (the
"Shares"), of Scios Inc., a Delaware corporation (the "Issuer"). Each of
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, collectively with Mr. Kirk, RJK and
Kirkfield, the "Reporting Persons"), are filing this Amendment to update
the information with respect to the Reporting Persons' purposes and
intentions with respect to the Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended and
supplemented as follows:
On December 2, 1999, the Reporting Persons delivered a letter
to the Secretary of the Issuer, notifying the Issuer that the Reporting
Persons intend to nominate for election as directors at the Issuer's 2000
Annual Meeting of Stockholders the persons listed therein (the "Nominees").
A copy of such letter is attached hereto as Exhibit 3 and is incorporated
herein by reference.
If the Reporting Persons' slate of Nominees is elected to the
Board of Directors of the Issuer, the Reporting Persons intend to recommend
to the new Board as soon as practicable that it should evaluate
management's performance and decide whether changes and/or additions to
management are necessary or desirable.
As previously disclosed in the Original Schedule 13D, the
Reporting Persons were interested in (and did indicate such interest to the
Issuer of) developing possible business opportunities between the Issuer
and an affiliate of the Reporting Persons. On October 27, 1999, the
Reporting Persons notified the Issuer of their withdrawal of any proposal
for developing such possible business opportunities with the Issuer that
the Reporting Persons had presented to the Issuer. There is no present
intention by the Reporting Persons of initiating any such business
development opportunities with the Issuer if the Nominees are elected to the
Board of Directors of the Issuer.
Other than as described above and as previously
described in the Original Schedule 13D, the Reporting Persons do
Page 2 of 19 Pages
CUSIP No. 808905103 13D
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not have any present plans or proposals which relate to or would result in
(although they reserve the right to develop such plans or proposals) any
transaction, change or event specified in Item 4 of the form of Schedule
13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby amended to add the
following exhibit:
Exhibit 3: Notice of Stockholder Proposal, dated
December 2, 1999, from the Reporting Persons
to the Issuer
Page 3 of 19 Pages
CUSIP No. 808905103 13D
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 3, 1999
/s/ Randal J. Kirk
---------------------------------------------
Randal J. Kirk
RJK, L.L.C.
By: /s/ Randal J. Kirk
----------------------------------------
Randal J. Kirk
Manager
KIRKFIELD, L.L.C.
By: /s/ Randal J. Kirk
----------------------------------------
Randal J. Kirk
Manager
THE KIRK FAMILY INVESTMENT PLAN
By: /s/ Randal J. Kirk
----------------------------------------
Randal J. Kirk, individually and as
attorney-in-fact for each of Donna
P. Kirk, Julian P. Kirk, Martin G.
Kirk and Kellie Leigh Banks
Page 4 of 19 Pages
CUSIP No. 808905103 13D
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EXHIBIT INDEX
Exhibit
Number Title Page
------ ----- ----
3 Notice of Stockholder 6
Proposal, dated December 2,
1999, from the Reporting
Persons to the Issuer
Page 5 of 19 Pages
Exhibit 3
---------
December 2, 1999
Scios Inc.
820 West Maude Avenue
Sunnyvale, California 94086
Attn: Corporate Secretary
Re: Notice of Stockholder Proposal
------------------------------
To the Secretary of Scios Inc.:
In accordance with the purported notice requirements set forth
in Article III, Section 5(c) of the Bylaws of Scios Inc. (the "Company"),
notice is hereby being given that 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 (the
"Plan" and, together with Mr. Kirk, RJK and Kirkfield, the "Stockholders"),
intend to nominate for election as Directors at the Company's 2000 Annual
Meeting of Stockholders (the "Meeting") the persons listed below (the
"Nominees"). By providing this information to the Company, the Stockholders
are not acknowledging the validity of the advance notice provisions of
Article III, Section 5 of the Company's Bylaws or that such notice is
required to be provided by the Stockholders at this time. The Stockholders
expressly reserve the right to challenge the validity of such provisions.
Except as disclosed below, according to executed questionnaires
provided to the Stockholders by each of the Nominees: (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. All of the Nominees have consented in writing to being named as a
nominee for election as a Director in the proxy materials to be used in
connection with the Meeting and, if elected, have consented to serving as a
Director. Copies of such executed consents are being provided to the
Company as part of this Notice.
Page 6 of 19 Pages
Scios Inc.
December 2, 1999
Page 2
1. (A) Name and age:
------------
Dr. Douglas Covington, age 64
Business address:
----------------
Radford University
P.O. Box 6890
Radford, VA 24142
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
President of Radford University
(C) Class and number of shares of the Company beneficially owned
------------------------------------------------------------
by such person:
--------------
None
(D) Description of all arrangements or understandings between the
-------------------------------------------------------------
Stockholders and the Nominee:
----------------------------
None
(E) Any other information relating to the Nominee that
--------------------------------------------------
is required to be disclosed in solicitations of proxies for
-----------------------------------------------------------
election of directors or is otherwise required, in each
-------------------------------------------------------
case pursuant to Regulation 14A under the Securities
----------------------------------------------------
Exchange Act of 1934, as amended (the "Exchange Act"):
-----------------------------------------------------
Dr. Covington currently serves as a director on the board of
directors of First National Bank (FNBP).
Page 7 of 19 Pages
Scios Inc.
December 2, 1999
Page 3
2. (A) Name and age:
------------
John H. Greist, M.D., age 60
Business address:
----------------
Healthcare Technology Systems, LLC (HTS)
7617 Mineral Point Road, Suite 300
Madison, WI 53717
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
CEO of Healthcare Technology Systems, LLC (HTS)
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
None.
(D) Description of all arrangements or understandings between the
-------------------------------------------------------------
Stockholders and the Nominee:
----------------------------
None.
(E) Any other information relating to the Nominee that is
-----------------------------------------------------
required to be disclosed in solicitations of proxies
----------------------------------------------------
for election of directors or is otherwise required, in
------------------------------------------------------
each case pursuant to Regulation 14A under the Exchange Act:
-----------------------------------------------------------
Dr. Greist has served as CEO 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.
Page 8 of 19 Pages
Scios Inc.
December 2, 1999
Page 4
3. (A) Name and age:
------------
Larry D. Horner, age 65
Business address:
----------------
Pacific USA Holdings Corp.
100 Park Avenue, 28th Floor
New York, NY 10017
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
Chairman of the Board of Directors of Pacific USA Holdings
Corp. and director/officer of its affiliates
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
None.
(D) Description of all arrangements or understandings between
---------------------------------------------------------
the Stockholders and the Nominee:
--------------------------------
None.
(E) Any other information relating to the Nominee that is
-----------------------------------------------------
required to be disclosed in solicitations of proxies for
--------------------------------------------------------
election of directors or is otherwise required, in each case
------------------------------------------------------------
pursuant to Regulation 14A under the Exchange Act:
-------------------------------------------------
Mr. Horner currently serves as a director on the board
of directors of each of the following public companies:
American General Corp., Phillips Petroleum Company,
Newmark Homes Corp., Laidlaw Global Corp. and Asia
Pacific Wire & Cable Corp. Ltd. Mr. Horner also
currently serves as a director on the board of
directors of Lotus Biochemical Corporation, with which
Mr. Kirk is currently affiliated (as described under
section (5) herein), and served between 1996 and 1998
as a director of the board of directors of Biological &
Popular Culture, Inc., with which Mr. Kirk was
affiliated (as described under section (5) herein).
Page 9 of 19 Pages
Scios Inc.
December 2, 1999
Page 5
4. (A) Name and age:
------------
Kurt P. Kalm, age 47
Business address:
----------------
Arnhold and S. Bleichroeder, Inc.
1345 Avenue of the Americas
New York, NY
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
Senior Vice President
of Arnhold and S.
Bleichroeder, Inc.
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
None.
(D) Description of all arrangements or understandings between the
-------------------------------------------------------------
Stockholders and the Nominee:
----------------------------
None.
(E) Any other information relating to the Nominee that is
-----------------------------------------------------
required to be disclosed in solicitations of proxies for
--------------------------------------------------------
election of directors or is otherwise required, in each case
------------------------------------------------------------
pursuant to Regulation 14A under the Exchange Act:
-------------------------------------------------
None.
Page 10 of 19 Pages
Scios Inc.
December 2, 1999
Page 6
5. (A) Name and age:
------------
Randal J. Kirk, age 45
Business address:
----------------
Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
Managing Director of Third Security, LLC
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
Mr. Kirk beneficially owns 2,000,000 shares of common
stock, par value $0.001 per share (the "Common Stock"),
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 the Plan. Mr. Kirk has sole
voting and dispositive power with respect to the
1,136,600 shares held by him, and RJK, Kirkfield and
the Plan each share voting and dispositive power with
Mr. Kirk with respect to their respective shares.
(D) Description of all arrangements or understandings between
the Stockholders and the Nominee: Randal J. Kirk is one
of the Stockholders who is nominating the Nominees named
herein.
(E) Any other information relating to the Nominee that is
-----------------------------------------------------
required to be disclosed in solicitations of proxies
----------------------------------------------------
for election of directors or is otherwise required, in
------------------------------------------------------
each case pursuant to Regulation 14A under the Exchange
-------------------------------------------------------
Act:
---
During 1999, the 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
Page 11 of 19 Pages
Scios Inc.
December 2, 1999
Page 7
transactions between the Company and any Nominee or any
of the Stockholders would be subject to applicable
fiduciary standards, including approval by a majority of
disinterested directors or other equivalent procedural
safeguards.
In addition to the positions currently held by Mr. Kirk
that are listed elsewhere in this Notice, Mr. Kirk has
held the following positions during the past five years:
* Chairman of General Injectables & Vaccines, Inc.1
between 1994 and 1998;
* Chairman and CEO of Biological & Popular Culture,
Inc.1 between 1996 and 1998;
* Chairman of Lotus Biochemical Corporation1 since 1996;
* Manager of New River Management Company, L.L.C.1
since 1996
* Chairman of BCCX, Inc.1 since 1998;
* Chairman of SFR, LLC since 1998;
* Chairman of Clinical Chemistry Holdings, Inc.1 since
1999;
* Chairman of Biopop Integration Group, Inc.
since 1999; and
* Manager of Zhong Mei, LLC since 1999.
- --------
1Mr. Kirk is/was a director and officer of this entity and its subsidiaries
and affiliates.
Page 12 of 19 Pages
Scios Inc.
December 2, 1999
Page 8
6. (A) Name and age:
------------
Domenic A. Sica, age 50
Business address:
----------------
Virginia Commonwealth University
Department of Medicine of Virginia Commonwealth
University
Broad Street
Richmond, VA 23290-0160
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
Professor of Medicine and Pharmacology
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
None.
(D) Description of all arrangements or understandings
-------------------------------------------------
between the Stockholders and the Nominee:
----------------------------------------
None.
(E) Any other information relating to the Nominee that
---------------------------------------------------
is required to be disclosed in solicitations of proxies for
-----------------------------------------------------------
election of directors or is otherwise required, in
--------------------------------------------------
each case pursuant to Regulation 14A under the Exchange
-------------------------------------------------------
Act:
---
None.
Page 13 of 19 Pages
Scios Inc.
December 2, 1999
Page 9
7. (A) Name and age:
------------
John P. Szlasa, age 63
Business address:
----------------
Thomas Ferguson Associates
30 Lamdex Plaza
Parsippany, NJ 07054
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
President of the Conectics Group at Thomas
Ferguson Associates
(C) Class and number of shares of the Company beneficially
------------------------------------------------------
owned by such person:
--------------------
None.
(D) Description of all arrangements or understandings
-------------------------------------------------
between the Stockholders and the Nominee:
----------------------------------------
None.
(E) Any other information relating to the Nominee that
---------------------------------------------------
is required to be disclosed in solicitations of
-----------------------------------------------
proxies for election of directors or is otherwise
-------------------------------------------------
required, in each case pursuant to Regulation 14A
-------------------------------------------------
under the Exchange Act:
----------------------
None.
Page 14 of 19 Pages
Scios Inc.
December 2, 1999
Page 10
8. (A) Name and age:
------------
William E. Yelle, age 36
Business address:
----------------
Sepracor Inc.
111 Locke Drive
Marlboro, MA 01752
Residence address:
-----------------
c/o Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(B) Principal occupation or employment:
----------------------------------
Vice President, Business Development of Sepracor Inc.
(C) Class and number of shares of the Company beneficially
owned by such person: None.
(D) Description of all arrangements or understandings
-------------------------------------------------
between the Stockholders and the Nominee:
----------------------------------------
None.
(E) Any other information relating to the Nominee that
---------------------------------------------------
is required to be disclosed in solicitations of proxies
-------------------------------------------------------
for election of directors or is otherwise required, in each
-----------------------------------------------------------
case pursuant to Regulation 14A under the Exchange Act:
------------------------------------------------------
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.
Page 15 of 19 Pages
Scios Inc.
December 2, 1999
Page 11
In accordance with Article III, Section 5(b) of the Bylaws of
the Company, the following information with respect to the Stockholders is
also being provided to the Company:
(i) A brief description of the business to be brought before the
------------------------------------------------------------
Meeting; reasons for conducting such business at the Meeting:
------------------------------------------------------------
The election of directors will be brought before the Meeting by
---------------------------------------------------------------
the Board of Directors of the Company.
-------------------------------------
(ii) Name and address, as they appear on the Company's books, of the
---------------------------------------------------------------
Stockholders:
------------
Randal J. Kirk, RJK, L.L.C., Kirkfield, L.L.C. and The Kirk Family
------------------------------------------------------------------
Investment Plan. The address for each of the Stockholders is:
-------------------------------------------------------------
Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, VA 24141
(iii) The class and number of shares of the Company beneficially
----------------------------------------------------------
owned by the Stockholders:
-------------------------
See section (5)(C) above.
(iv) Any material interest in the Stockholders in such business:
----------------------------------------------------------
The Stockholders have no material interest in the election of
directors other than as stockholders who are concerned about
the future direction of the Company and the long-term potential
value of the Company.
(v) Any other information required to be provided by the Stockholders
-----------------------------------------------------------------
pursuant to Regulation 14A under the Exchange Act, in their
-----------------------------------------------------------
capacity as proponents to a stockholder proposal:
------------------------------------------------
As of the date of this Notice, the Stockholders (a) do not have
information necessary to describe the methods to be employed by
the Stockholders to solicit security holders; (b) have not yet
employed any individuals to assist in the solicitation of
security holders; and (c) do not know the total amount
estimated to be spent in connection with the solicitation of
security holders. The cost of any such solicitation will be
borne by Mr. Kirk and his affiliates. No determination has been
made by the Stockholders at this time as to whether they will
seek reimbursement from the Company for the costs incurred in
connection with the Stockholders' solicitation of security
holders or whether the question of such
Page 16 of 19 Pages
Scios Inc.
December 2, 1999
Page 12
reimbursement will be submitted to a vote of security
holders. Such information will be provided to the Company as
soon as it is available. For further information required by
Regulation 14A, please see the information provided under
section (5) above and the information contained in the
Stockholders' Statement on Schedule 13D filed with the
Securities and Exchange Commission on or about July 29,
1999.
The Stockholders are unaware of any reason why any Nominee, if
elected, should be unable to serve as a Director and, as previously stated,
each Nominee has executed a consent to be named as a nominee for election
as a Director in the proxy materials to be used in connection with the
Meeting and, if elected, to serving as a Director. If any of the Nominees
becomes unable or unwilling to serve, the Stockholders hereby reserve the
right to substitute a new nominee in such Nominee's place prior to the
Meeting or to reduce the number of Nominees seeking election. In addition,
if the size of the Board is changed prior to the Meeting, the Stockholders
hereby reserve the right to challenge the Company's action in making any
such change as well as the right to increase or decrease the number of
Nominees seeking election.
If our slate of Nominees is elected to the Board of Directors
of the Company, the Stockholders intend to recommend to the new Board as
soon as practicable that it should evaluate management's performance and
decide whether changes and/or additions to management are necessary or
desirable.
The Stockholders hereby reserve their right to challenge the
validity of the advance notice provisions of Article III, Section 5 of the
Company's Bylaws as providing for an ambiguous deadline for submission of
advance notice of stockholder proposals, as well as providing for an
unreasonable period of time in which notice in advance of the Company's
annual meeting of stockholders was required to be provided to the Company.
In addition, due to the Company's failure to file on a timely basis what we
understand to be its current Bylaws with the Securities and Exchange
Commission, as required, the Stockholders have been placed in a position to
speculate as to whether the Stockholders are in possession of the current
Bylaws of the Company and have been seriously prejudiced thereby.
Page 17 of 19 Pages
Scios Inc.
December 2, 1999
Page 13
Sincerely,
/s/ RANDAL J. KIRK
----------------------------------------
Randal J. Kirk
RJK, L.L.C.
By: /s/ RANDAL J. KIRK
----------------------------------
Randal J. Kirk
Manager
KIRKFIELD, L.L.C.
By: /s/ RANDAL J. KIRK
----------------------------------
Randal J. Kirk
Manager
THE KIRK FAMILY INVESTMENT PLAN
By: /s/ RANDAL J. KIRK
----------------------------------
Randal J. Kirk, individually and as
attorney-in-fact for each of Donna P. Kirk,
Julian P. Kirk, Martin G. Kirk and Kellie
Leigh Banks
Page 18 of 19 Pages
FORM OF CONSENT EXECUTED BY EACH OF THE NOMINEES
CONSENT OF NOMINEE
Do you consent to being named as a nominee for election as a
director in Mr. Kirk's proxy statement to be used in connection with the
Company's 2000 Annual Meeting of Stockholders, and if elected as a
director, do you consent to serve? ______(Yes or No)
Signature: _____________________________ Date (mm/dd/yy)__________________
Page 19 of 19 Pages
