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. 2)
SCIOS INC.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
808905103
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(CUSIP Number)
Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 731-3344
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(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 9, 1999
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(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 21 Pages
CUSIP No. 808905103 13D
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This Amendment No. 2 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated July 20, 1999, as amended by Amendment 1,
dated December 2, 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 9, 1999, the Reporting Persons filed a preliminary
proxy statement with the Securities and Exchange Commission in connection
with the solicitation by the Reporting Persons for use at the 2000 annual
meeting of stockholders of the Company to be held on February 28, 2000. A
copy of the preliminary proxy statement is attached hereto as Exhibit 4
which is incorporated herein by reference.
On December 9, 1999, the Reporting Persons also sent a letter
addressed to the Chief Executive Officer and President, the Chairman of the
Board and the Senior Vice President, General Counsel and Secretary of the
Company, notifying them that the Reporting Persons were exercising their
right under Section 220 of the General Corporation Law of the State of
Delaware to review and make copies of the Company's stockholder lists. A
copy of such letter is attached hereto as Exhibit 5 which is incorporated
herein by reference. On December 9, 1999, the Company acknowledged receipt
of such letter.
Also on December 9, 1999, the Reporting Persons issued a press
release in response to the Company's December 8, 1999 press release. A
copy of such press release is attached hereto as Exhibit 6 which is
incorporated herein by reference.
Page 2 of 21 Pages
CUSIP No. 808905103 13D
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Other than as described above and as previously described in the
Original Schedule 13D, the Reporting Persons do 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 exhibits:
Exhibit 4: Preliminary Proxy Statement filed by the Reporting
Persons with the Securities and Exchange Commission on
December 9, 1999
Exhibit 5: Demand Stockholders List Letter, dated December 9,
1999, from the Reporting Persons to the Company
Exhibit 6: Press Release, issued on December 9, 1999
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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 14, 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 21 Pages
CUSIP No. 808905103 13D
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EXHIBIT INDEX
Exhibit
Number Title Page
------- ----- ----
4 Preliminary Proxy Statement filed by the Reporting 6
Persons with the Securities and Exchange Commission
on December 9, 1999
5 Demand Stockholders List Letter, dated December 9, 15
1999, from the Reporting Persons to the Company
6 Press Release, issued December 9, 1999 20
Page 5 of 21 Pages
CUSIP No. 808905103 13D
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Exhibit 4
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.]
-----------------------
PROXY STATEMENT OF
RANDAL J. KIRK
RJK, L.L.C.
KIRKFIELD, L.L.C.
THE KIRK FAMILY INVESTMENT PLAN
-----------------------
ANNUAL MEETING OF STOCKHOLDERS
OF
SCIOS INC.
TO BE HELD FEBRUARY 28, 2000
-----------------------
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 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 are 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).
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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, 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.
Page 7 of 21 Pages
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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.
Page 8 of 21 Pages
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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.
Page 9 of 21 Pages
CUSIP No. 808905103 13D
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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:
Page 10 of 21 Pages
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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.
Page 11 of 21 Pages
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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
Page 12 of 21 Pages
CUSIP No. 808905103 13D
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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.
--------------------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
--------------------
DETACH HERE
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CUSIP No. 808905103 13D
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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: _____________________
Page 14 of 21 Pages
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Exhibit 5
THIRD SECURITY, L.L.C.
THE GOVERNOR TYLER
1902 DOWNEY STREET
RADFORD, VIRGINIA 24141
December 9, 1999
VIA FACSIMILE AND FEDERAL EXPRESS
Scios Inc.
820 West Maude Ave.
Sunnyvale, California 94086
Attention: Richard B. Brewer, Chief Executive Officer and President
Donald B. Rice, Chairman of the Board
John H. Newman, Senior Vice President, General Counsel and
Secretary
Re: Demand for Inspection of Certain Books and Records
Dear Sirs:
The undersigned (collectively, the "Undersigned"), each a record
holder of common stock of Scios Inc. (the "Company"), a Delaware
corporation, hereby demands, pursuant to Section 220 of the General
Corporation Law of the State of Delaware ("Section 220"), that (1) original
or attested copies of the following corporate records be made available for
inspection and copying by the Undersigned or their attorneys or agents at
the Company's principal place of business during usual business hours no
later than 9 a.m. Friday, December 17, 1999, and from day to day thereafter
during usual business hours until the inspection may be completed, or (2)
the Company deliver copies of such records to the Undersigned at the
address shown above, to be updated from time to time thereafter as set
forth below:
Pursuant to Section 220, the Undersigned is entitled to and demands as
part of the foregoing inspection:
(a) A complete record or list of the Company's stockholders,
certified by the Company or its transfer agent, showing the name,
account number and address of each stockholder and the number of
shares of common stock registered in the name of each such
stockholders, as of the most recent date available, in numerical
order by declining ownership of shares (declining order);
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Scios Inc.
December 9, 1999
Page 2
(b) A magnetic computer tape or disk list of the Company's
stockholders as of the most recent date available, showing the
name, account number, address and number of shares held by each
such stockholder as of the most recent date available and such
computer processing data as is necessary to make use of such
magnetic computer tape or disk and a printout of such magnetic
computer tape or disk for verification purposes;
(c) All daily transfer sheets showing changes in the stockholder list
referred to above which are in or come into the possession or
control of the Company or its transfer agent or other agents, or
which can reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees or their nominees, from the
date of the stockholder lists referred to in paragraphs (a) and
(b) above to and including any record date for stockholder action
at the Company's 2000 annual meeting of stockholders set by the
Board of Directors of the Company, by operation of law or
otherwise (the "Record Date");
(d) All information in or which comes into the Company's possession
or control, or which can be reasonably obtained from brokers,
dealers, banks, clearing agencies or voting trustees or their
nominees, concerning the names, addresses and number of shares of
common stock held by the participating brokers and banks named in
the individual nominee names of Cede & Co. and other similar
nominees, including omnibus proxies and all "Weekly Security
Position Listing Daily Closing Balances" reports issued by The
Depository Trust Company, and a list or lists containing the
name, address and number of shares attributable to any
participant in any Company employee stock ownership or comparable
plan, name of the trustee and methodology for voting said plans
and the method by which the Undersigned and their agents may
communicate with such participants;
(e) All information in or which comes into the Company's possession
or control or which can reasonably be obtained from brokers,
dealers, banks, clearing agencies or voting trustees relating to
the names of the non-objecting beneficial owners and consenting
beneficial owners of shares of common stock in the format of a
printout in declining order, magnetic computer tape or disk and
such computer processing data as is necessary to make use of such
magnetic tape or disk for verification purposes (such information
is readily available to the Company under Rule 14-1(b) under the
Securities Exchange Act of 1934 from A.D.P. Proxy Service);
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Scios Inc.
December 9, 1999
Page 3
(f) A stop list or stop lists relating to the shares of common stock
and any changes, corrections, additions or deletions from such
list, from the date of the stockholder list referred to in
paragraphs (a) and (b) above to the Record Date;
(g) A list as of the date of the list referred to in paragraph (a)
above of all holders of shares of common stock owning 1,000 or
more shares of common stock arranged in declining order;
(h) All respondent bank lists and omnibus proxies for such lists
(such information is readily available to the Company under Rule
14b-2 of the Securities Exchange Act of 1934);
(i) For each of the Company's stock option, award or purchase plans
and any savings plan under Section 401(k) of the Internal Revenue
Code, and all other similar plans, information for each plan as
to the number of shares of common stock held, the names of each
trustee, the names of each member of any committee or group which
has the power to vote or supervise the voting of shares of common
stock held, the address of each such person at which they may be
contacted, and the name, address and number of shares held by
each participant of such plans in declining order, and
(j) The information and records specified in paragraphs (a), (b),
(c), (d), (e), (f), (g) and (h) above as of the Record Date.
The Undersigned demands that modifications, additions or deletions to
any and all information referred to in paragraphs (a) through (j) above as
of the date of the stockholder list referred to above up to and through the
conclusion of the solicitation referred to below be immediately furnished
to the Undersigned as soon as such modifications, additions or deletions
become available to the Company or its agents or representatives.
The Undersigned will bear the reasonable costs of the Company in
connection with the production of the requested information.
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Scios Inc.
December 9, 1999
Page 4
The purpose of this demand is to permit the Undersigned to communicate
with other stockholders of the Company on matters relating to their
interests as stockholders, including communicating with such stockholders
to discuss matters to be considered at the Company's 2000 annual meeting of
stockholders and the solicitation of their proxies.
This demand should receive your immediate attention so that all of
your stockholders will have the benefit of information concerning the
solicitation made by the Undersigned as promptly as possible.
The Undersigned hereby designates and authorizes Skadden, Arps, Slate,
Meagher & Flom LLP, their partners, employees and any person designated by
them to receive, as their agents, the information herein requested. A
power of attorney is enclosed herewith.
Please advise Joseph J. Giunta, (213) 687-5040, of Skadden, Arps,
Slate, Meagher & Flom LLP as soon as possible, and in any event on or prior
to the expiration of five business days after the date of this demand, as
to when and where the items demanded above will be made available to the
Undersigned and their designated agents.
Page 18 of 21 Pages
CUSIP No. 808905103 13D
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Scios Inc.
December 9, 1999
Page 5
Please sign and date the enclosed copy of this letter to indicate your
receipt hereof and return it to the Undersigned. Thank you in advance for
your prompt attention to this matter.
Very Truly Yours,
/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
Receipt is hereby acknowledged
this ___ day of December, 1999.
SCIOS INC.
By: ___________________________
Name:
Title:
Page 19 of 21 Pages
CUSIP No. 808905103 13D
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Exhibit 6
PRESS RELEASE
Contact:
Paul Schulman
Corporate Investor Communications, Inc.
201-896-1900
Rob Patzig
Third Security, LLC
540-731-3344
RANDAL J. KIRK COMMENTS ON SCIOS BOARD ACTION
AND LETTER TO SHAREHOLDERS
Radford, VA, December 9th, 1999 -- Randal J. Kirk, the largest holder of
Scios, Inc. (NASDAQ: SCIO) shares, welcomes the action of Scios' Board, in
response to his nomination of eight new Directors of the company. The
company announced yesterday that it has moved forward the date of its year
2000 annual meeting to February 28, 2000, and the record date forward to
January 11. This move will permit Scios shareholders to decide earlier
which Board of Directors they want and whether they wish the company to
take a different course.
Mr. Kirk, responding to a letter sent by Scios to its shareholders
yesterday, stated: "I am not surprised that the current Board of Directors
would rush to oppose the election of independent Directors nominated by the
company's largest shareholder. In my opinion, this is the same Board that
has overseen one of the worst track records of bringing products to market
among surviving biotechnology companies. Given the small number of shares
that they have purchased and the comparatively large number of options that
they hold, the only significant financial risk of the incumbents appears to
be the potential loss of their positions as Directors and the associated
perks.
"The historical events leading to my nomination of a new Board of Directors
and the goals of that proposed Board will be detailed through our
communications with shareholders. The action of the current Board of
Directors in authorizing the letter to shareholders made available
yesterday is regrettable. That letter, in my opinion, does not fairly
represent the factors leading to my decision to wage this fight, the
reasons for which will be fully elaborated through our communications.
Yesterday's hasty solicitation by the incumbents seeks, in my opinion, to
prey on the uninformed. Until full proxy materials have been made
available to shareholders, I would ask that they reserve judgement and that
they take no action."
Page 20 of 21 Pages
CUSIP No. 808905103 13D
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INFORMATION CONCERNING PARTICIPANTS
The following individuals and entities may be deemed participants in
the solicitation of proxies on behalf of the Kirk Stockholders (as defined
below): 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"). In addition, the following
individuals, all of whom are being nominated by the Kirk Stockholders to
the Board of Directors of the Company, may be deemed participants in the
solicitation of proxies on behalf of 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").
Other than Mr. Kirk (as discussed below), none of the Nominees
beneficially own any shares of the Company's common stock, par value $.001
per share (the "Common Stock"). In the aggregate, the Kirk Stockholders
beneficially own 2,000,000 shares of Common Stock 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 as
reported by the Company on October 12, 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.
Page 21 of 21 Pages
