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. 1)
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.
------------------------------------------------
(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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December 22, 1999
Dear Fellow Stockholder:
My name is Randal J. Kirk, and I am a stockholder of Scios Inc. with an
investment of 2,000,000 shares, or approximately 5.2 percent of the
Company's total shares currently outstanding. I AM SENDING YOU THE ENCLOSED
WHITE PROXY CARD AND PROXY STATEMENT SEEKING YOUR SUPPORT TO ELECT A NEW
BOARD OF DIRECTORS at the Annual Meeting of Scios stockholders on February
28, 2000. The members of this new Board have the business expertise
necessary to implement a plan to build value for all Scios stockholders.
They will critically evaluate and, if necessary, replace senior management
AND WILL HAVE AS THEIR PRIMARY COMMITMENT THE ENHANCEMENT OF SCIOS'
STOCKHOLDER VALUE.
During the past year, Scios' stock price has declined 68% from its high of
$12-1/2 per share on February 1, 1999 to its closing price of $4 per share
on December 21, 1999.
Stockholders have every right to be concerned with the current management's
"stay the course" strategy to reverse this alarming trend. According to an
article in the May 31, 1999 issue of Forbes magazine, "Scios is the oldest
biotech company in the world without an approved product." It is time for a
change!
I will be communicating with you in the near future detailing our plan for
enhanced stockholder value at Scios.
TOGETHER, WE CAN CREATE THE OPPORTUNITY TO ACHIEVE ENHANCED VALUE. Please
vote the white proxy card today for the individuals I am nominating to form
the new Scios board.
Please do not send back any gold proxy card you will receive from Scios'
management even to vote against their nominees.
Thank you for your attention.
Respectfully,
/s/ Randal J. Kirk
Randal J. Kirk, Shareowner
IMPORTANT
Your vote is important. No matter how many or how few shares of Scios you
own, please vote FOR the Kirk Stockholders' nominees and AGAINST the
incumbent Board by signing, dating and mailing the enclosed WHITE proxy
card.
Please do not send back any gold proxy card you receive from the Company.
If you have already done so, you have every right to change your vote by
signing and returning the enclosed WHITE proxy card. Only your latest
dated, properly executed card will count.
If you own your shares in the name of a brokerage firm, your broker cannot
vote such shares unless he receives your specific instructions. Please
sign, date and return the enclosed WHITE proxy card in the postage-paid
envelope that has been provided.
If you have any questions as to how to vote your shares, please call our
proxy solicitor:
Corporate Investor Communications, Inc.
111 Commerce Drive
Carlstadt, NJ 07072
Toll free: (877) 842-2409
PRELIMINARY COPY
===============================================================================
[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: 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). See Appendix A
for a detailed summary of all purchases and sales of shares of Common Stock
by the Kirk Stockholders.
The Kirk Stockholders are currently in the process of formulating
specific plans for the Company should the Kirk Stockholders' Nominees be
elected to the Company's Board of Directors. In addition, the Kirk
Stockholders intend to continue to have discussions with other stockholders
of the Company in order to solicit their thoughts as to the future
direction that should be taken by the Company and, whenever feasible, the
Kirk Stockholders will incorporate such stockholder suggestions into their
specific plans. Although no specific plans currently exist, the Kirk
Stockholders will keep the Company and their fellow stockholders apprised
as such specific plans are developed with respect to the future of 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. In the election of directors, the seven candidates
receiving the highest number of affirmative votes of the shares present and
voting at the Meeting at which a quorum is present will be elected
directors. With respect to the election of Directors, 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 Kirk Stockholders'
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 that 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
GOLD proxy card sent to you by the Company with respect to the Company's
slate of nominees to the Board of Directors. If you have already done so,
you have every right to change your vote by signing and returning the
enclosed WHITE proxy card. Only your latest dated, properly executed card
will count.
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, plus
reasonable out-of-pocket expenses and indemnification against certain
liabilities. 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. The aggregate amount to be spent will vary depending on, among
other things, any developments that may occur in the proxy contest. 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.
Please complete, date and sign the enclosed WHITE proxy card and
return it promptly in the envelope provided. If your shares are held in
"street name," only your bank or broker can vote your shares and only upon
your specific instructions. Please contact the person responsible for your
account and instruct him or her to vote the WHITE proxy card as soon as
possible.
NOMINEES OF THE KIRK STOCKHOLDERS FOR ELECTION OF DIRECTORS
According to the Company's proxy statement filed in connection with
the Meeting, pursuant to the procedure set forth in the Company's
Certificate of Incorporation, the number of Directors of the Company has
been reduced from eight to seven Directors effective immediately prior to
the election of directors at the Meeting and accordingly, a Board of seven
(7) Directors will be elected. The term of office of each person so elected
as a Director will continue until the next annual meeting or until a
successor has been elected. The term of office of each person so elected as
a Director will continue until the next annual meeting or until a successor
has been elected.
The Kirk Stockholders are proposing to elect the following seven
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: 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 of the seven named Nominees 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 in person or represented by proxy 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 seven Nominees to the Board of Directors named
herein.
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 as of December 20,
1999. 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
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. See Appendix A for a detailed
summary of all purchases and sales of shares of Common Stock by the Kirk
Stockholders.
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
("Lotus"), a company for which Mr. Kirk acts as Chairman of the Board,
and in which the Kirk Stockholders currently own approximately 80.31%
of the shares (the "Proposal"). The Proposal included Lotus' financial
assets, certain commercialized products and a number of
patent-protected products under development for the treatment of
various thyroid-related conditions. As proposed on August 13, 1999 by
Mr. Kirk to the Company, the Proposal would have resulted in the
acquisition of 100% of Lotus by the Company in exchange for shares of
Common Stock of the Company at a ratio of 510 shares of the Company's
Common Stock in exchange for one Lotus share of common stock, which
would have represented approximately 16.6% of the outstanding shares
of the Company's Common Stock issued to the stockholders of Lotus upon
completion of the Lotus acquisition. On September 14, 1999, after
hearing no response from the Company, Mr. Kirk withdrew as part of the
Proposal Lotus' thyroid-related intellectual property, explaining that
those assets were counted by Lotus as having represented the majority
component of value in the Proposal, and inviting a share offer from
the Company for Lotus, exclusive of the thyroid-related intellectual
property. On October 14, 1999, Mr. Kirk was advised by the Company
that the Company may have an interest in one of the commercialized
products. In communications on October 19, 1999, Mr. Kirk advised the
Company that he did not wish to own more Scios stock absent
significant management changes or changes in the business strategy of
the Company. On October 21, 1999, a conversation occurred between the
Company and a representative of Mr. Kirk, during which the Company was
advised that if any transaction involving Lotus were to be considered
by Mr. Kirk, the proposed transaction would have to include
representation on the Company's Board of Directors for Mr. Kirk and a
commitment of the Company's resources to the thyroid-related
intellectual property held by Lotus if such intellectual property were
to be included in any proposed transaction involving Lotus, and, as
part of any such proposed transaction, Mr. Kirk would consider
entering into a standstill agreement with the Company. To remove any
doubt concerning the status of the Proposal, any remaining Proposal
was withdrawn by Mr. Kirk formally on October 27, 1999. Mr. Kirk made
this decision after witnessing the manner in which the Company's
management conducted themselves during the Proposal's negotiation
proceedings and after learning about the manner in which management
had conducted itself during 1999. During these discussions, Mr. Kirk
developed serious reservations about acquiring a greater shareholding
in the Company with the current management team in place or without a
change in the business strategy of the Company.
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 OF THE KIRK STOCKHOLDERS
DESCRIBED IN THE ABOVE PROPOSAL AND
NOT VOTE IN FAVOR OF THE NOMINEES
OF THE BOARD OF DIRECTORS OF THE COMPANY.
OTHER MATTERS
As previously mentioned in this Proxy Statement, the Kirk Stockholders
are currently in the process of formulating specific plans for the Company
should the Kirk Stockholders' Nominees be elected to the Company's Board of
Directors. In addition, the Kirk Stockholders intend to continue to have
discussions with other stockholders of the Company in order to solicit
their thoughts as to the future direction that should be taken by the
Company and, whenever feasible, the Kirk Stockholders will incorporate such
stockholder suggestions into their specific plans. Although no specific
plans currently exist, the Kirk Stockholders will keep the Company and
their fellow stockholders apprised as such specific plans are developed
with respect to the future of the Company.
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
TOLL FREE: (877) 842-2409
APPENDIX A
SECURITIES TRANSACTIONS OF THE KIRK STOCKHOLDERS
The following table sets forth information with respect to all
purchases and sales of shares of the Company's Common Stock by the Kirk
Stockholders. Unless otherwise noted, the price per share excludes
brokerage commissions and other charges.
Date Number of Purchase Price
Of Purchase Shares Purchased Per Share
- ----------- ---------------- ---------------
RANDAL J. KIRK
--------------
6/16/99 11,000 $3.43750
6/16/99 5,000 3.46870
6/16/99 2,000 3.40620
6/16/99 1,200 3.37500
6/16/99 3,400 3.43750
6/17/99 100 3.50000
6/17/99 100 3.53120
6/17/99 600 3.62500
6/17/99 400 3.65620
6/17/99 300 3.68750
6/17/99 400 3.65620
6/17/99 500 3.53120
6/17/99 500 3.56250
6/17/99 500 3.62500
6/17/99 900 3.53120
6/17/99 5,000 3.65620
6/17/99 1,500 3.53120
6/17/99 15,200 3.65620
6/17/99 15,400 3.62500
6/17/99 4,000 3.53120
6/17/99 4,000 3.50000
6/17/99 2,000 3.56250
6/17/99 2,000 3.46870
6/17/99 2,000 3.56250
6/18/99 28,200 3.71870
6/18/99 85,500 3.75000
6/18/99 8,300 3.71870
6/18/99 19,000 3.78120
6/21/99 14,000 3.81250
6/21/99 4,100 3.78120
6/21/99 3,000 3.75000
6/21/99 2,000 3.78120
6/21/99 6,100 3.75000
6/21/99 100 3.71870
6/21/99 100 3.78120
6/21/99 200 3.81250
6/21/99 2,000 3.75000
6/21/99 1,700 3.81250
6/21/99 800 3.78120
6/21/99 1,000 3.71870
6/21/99 1,000 3.78120
6/21/99 5,000 3.81250
6/21/99 1,100 3.78120
6/21/99 1,200 3.75000
6/21/99 1,300 3.71870
6/21/99 2,800 3.81250
6/21/99 1,700 3.71870
6/21/99 1,700 3.75000
6/21/99 3,400 3.78120
6/22/99 12,000 3.78120
6/23/99 100 3.75000
6/23/99 4,000 3.81250
6/24/99 400 3.56250
6/24/99 600 3.56250
6/24/99 1,000 3.56250
6/24/99 1,500 3.56250
6/24/99 2,500 3.56250
6/24/99 6,000 3.56250
6/24/99 12,000 3.65620
6/25/99 25,000 3.43750
6/29/99 11,000 3.56250
6/29/99 1,000 3.53120
6/30/99 14,000 3.28120
6/30/99 14,300 3.43750
6/30/99 1,000 3.28120
6/30/99 700 3.43750
7/1/99 5,000 3.59370
7/1/99 13,000 3.56250
7/1/99 1,000 3.59370
7/1/99 1,000 3.56250
7/1/99 2,000 3.59370
7/1/99 1,000 3.56250
7/2/99 2,600 3.75000
7/2/99 10,700 3.71870
7/2/99 12,500 3.68750
7/2/99 8,000 3.65620
7/2/99 12,300 3.75000
7/2/99 1,000 3.65620
7/2/99 1,000 3.65620
7/2/99 1,000 3.68750
7/2/99 1,300 3.71870
7/2/99 1,500 3.75000
7/2/99 1,500 3.68750
7/7/99 22,800 3.75000
7/7/99 9,000 3.68750
7/8/99 200 3.71870
7/8/99 800 3.75000
7/8/99 1,000 3.56250
7/8/99 2,000 3.71870
7/8/99 1,300 3.75000
7/8/99 1,600 3.71870
7/8/99 19,700 3.56250
7/8/99 34,200 3.71870
7/8/99 2,000 3.68750
7/8/99 17,900 3.75000
7/9/99 800 3.62500
7/9/99 1,000 3.68750
7/9/99 2,000 3.62500
7/9/99 14,000 3.68750
7/12/99 7,100 3.93750
7/13/99 9,600 4.62500
7/13/99 2,000 4.59370
7/13/99 4,400 4.75000
7/13/99 2,000 4.18750
7/13/99 3,400 4.62500
7/13/99 1,000 4.68750
7/13/99 700 4.71870
7/13/99 1,000 4.18750
7/13/99 1,000 4.59370
7/13/99 3,000 4.62500
7/13/99 5,900 4.75000
7/14/99 40,000 5.00000
7/16/99 73,000 5.03120
7/16/99 16,400 5.06250
7/16/99 10,000 5.06250
7/16/99 12,000 5.06250
7/16/99 2,000 5.06250
7/16/99 17,600 5.06250
7/16/99 2,900 5.06250
7/16/99 9,600 5.06250
7/16/99 5,000 5.06250
7/16/99 4,000 5.06250
7/16/99 5,500 5.06250
7/16/99 3,000 5.06250
7/16/99 12,000 5.06250
7/16/99 25,000 5.06250
7/16/99 6,000 5.06250
7/16/99 5,000 5.06250
7/16/99 2,800 5.06250
7/16/99 4,000 5.06250
7/16/99 3,000 5.06250
7/16/99 2,000 5.06250
7/16/99 300 5.06250
7/16/99 1,000 5.03120
7/16/99 1,000 5.01560
7/16/99 1,900 5.06250
7/19/99 20,200 5.01560
7/19/99 5,300 5.03120
7/19/99 5,000 5.03120
7/19/99 6,400 5.03120
7/19/99 13,000 5.03120
7/19/99 2,600 5.03120
7/19/99 9,600 5.03120
7/19/99 6,800 5.03120
7/19/99 35,000 5.00000
7/19/99 5,900 5.03120
7/19/99 3,000 5.03120
7/19/99 3,000 5.03120
7/19/99 2,000 5.03120
7/19/99 3,000 5.03120
7/19/99 10,000 5.03120
7/19/99 2,000 5.03120
7/19/99 2,000 5.03120
7/19/99 100 5.03120
7/19/99 200 5.03120
7/19/99 200 5.03120
7/19/99 300 5.03120
7/19/99 300 5.03120
7/19/99 300 5.03120
7/19/99 500 5.03120
7/19/99 500 5.03120
7/19/99 500 5.03120
7/19/99 600 5.03120
7/19/99 700 5.03120
7/19/99 700 5.03120
7/19/99 800 5.03120
7/19/99 900 5.03120
7/19/99 900 5.03120
7/19/99 1,000 5.01560
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,000 5.03120
7/19/99 1,300 5.03120
7/19/99 1,700 5.03120
7/19/99 1,800 5.01560
7/19/99 1,900 5.03120
7/20/99 15,700 4.62500
7/20/99 2,000 4.59370
7/20/99 2,500 4.62500
7/20/99 1,800 4.62500
7/20/99 200 4.62500
7/20/99 700 4.56250
7/20/99 3,500 4.75000
7/20/99 28,000 4.81250
7/20/99 10,500 4.75000
7/20/99 10,000 4.96870
7/20/99 500 4.81250
7/20/99 700 4.56250
7/20/99 5,000 4.81250
7/20/99 600 4.78120
7/20/99 1,000 4.68750
7/20/99 1,500 4.78120
RANDAL J. KIRK'S TOTAL: 1,136,600
==========
Date Number of Purchase Price
Of Purchase Shares Purchased Per Share
- ----------- ---------------- --------------
RJK, L.L.C.
-----------
6/22/99 2,900 $3.71870
6/22/99 100 3.68750
6/22/99 2,000 3.71870
6/23/99 300 3.87500
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 1,000 3.84370
6/23/99 5,700 3.87500
6/23/99 2,000 3.81250
6/23/99 6,700 3.87500
6/25/99 12,000 3.50000
6/25/99 5,000 3.56250
6/25/99 2,000 3.56250
6/25/99 8,200 3.56250
6/25/99 2,100 3.56250
6/25/99 100 3.62500
6/25/99 100 3.62500
6/25/99 100 3.62500
6/25/99 200 3.56250
6/25/99 300 3.56250
6/25/99 500 3.56250
6/25/99 500 3.56250
6/25/99 500 3.56250
6/25/99 500 3.62500
6/25/99 500 3.56250
6/25/99 700 3.56250
6/25/99 1,000 3.56250
6/25/99 1,000 3.56250
6/25/99 1,200 3.56250
6/25/99 1,300 3.56250
6/28/99 1,800 3.50000
6/28/99 12,000 3.56250
6/28/99 8,200 3.50000
6/29/99 2,000 3.59370
6/29/99 2,400 3.56250
6/29/99 2,000 3.56250
6/29/99 7,000 3.56250
6/29/99 2,000 3.56250
6/29/99 3,000 3.56250
6/29/99 2,000 3.56250
6/29/99 9,800 3.56250
6/29/99 2,000 3.56250
6/29/99 6,000 3.56250
6/29/99 2,000 3.56250
6/29/99 7,000 3.56250
6/29/99 2,000 3.56250
6/29/99 4,000 3.56250
6/29/99 100 3.53120
6/29/99 100 3.56250
6/29/99 100 3.56250
6/29/99 200 3.56250
6/29/99 500 3.56250
6/29/99 500 3.56250
6/29/99 500 3.56250
6/29/99 500 3.56250
6/29/99 1,000 3.56250
6/29/99 1,000 3.56250
6/29/99 1,000 3.56250
6/30/99 6,400 3.28120
6/30/99 2,000 3.28120
6/30/99 2,000 3.28120
6/30/99 2,000 3.28120
6/30/99 4,400 3.43750
6/30/99 10,000 3.43750
6/30/99 13,000 3.43750
6/30/99 2,000 3.43750
6/30/99 13,000 3.50000
6/30/99 2,000 3.50000
6/30/99 3,000 3.50000
6/30/99 3,000 3.50000
6/30/99 3,000 3.50000
6/30/99 2,000 3.50000
6/30/99 6,000 3.56250
6/30/99 6,000 3.56250
6/30/99 3,000 3.56250
6/30/99 5,000 3.56250
6/30/99 2,000 3.56250
6/30/99 10,400 3.59370
6/30/99 100 3.46870
6/30/99 100 3.50000
6/30/99 100 3.59370
6/30/99 500 3.46870
6/30/99 500 3.56250
6/30/99 600 3.28120
6/30/99 600 3.28120
6/30/99 900 3.50000
6/30/99 1,000 3.56250
6/30/99 1,400 3.28120
7/1/99 8,100 3.56250
7/1/99 600 3.31250
7/1/99 1,300 3.56250
7/2/99 3,000 3.75000
7/2/99 11,000 3.75000
7/2/99 3,200 3.75000
7/2/99 2,000 3.75000
7/2/99 2,500 3.71870
7/2/99 3,700 3.71870
7/2/99 2,000 3.71870
7/2/99 4,800 3.68750
7/2/99 2,000 3.68750
7/2/99 1,000 3.62500
7/2/99 1,000 3.62500
7/2/99 1,000 3.62500
7/2/99 1,000 3.62500
7/2/99 1,000 3.62500
7/2/99 1,000 3.71870
7/2/99 2,400 3.75000
7/2/99 200 3.68750
7/2/99 100 3.71870
7/6/99 2,700 3.75000
7/6/99 2,000 3.75000
7/6/99 2,000 3.75000
7/6/99 2,000 3.75000
7/6/99 2,700 3.75000
7/6/99 2,000 3.75000
7/6/99 2,000 3.75000
7/6/99 2,000 3.75000
7/6/99 300 3.75000
7/6/99 300 3.75000
7/6/99 500 3.75000
7/6/99 500 3.75000
7/6/99 1,000 3.75000
7/6/99 1,000 3.75000
7/6/99 1,000 3.75000
7/6/99 1,000 3.75000
7/6/99 1,000 3.75000
7/6/99 1,100 3.75000
7/6/99 1,900 3.75000
7/7/99 900 3.78120
7/7/99 500 3.75000
7/7/99 500 3.78120
7/7/99 500 3.78120
7/7/99 600 3.78120
7/7/99 1,300 3.78120
7/7/99 2,000 3.78120
7/7/99 2,200 3.78120
7/7/99 4,100 3.78120
7/7/99 2,000 3.78120
7/7/99 2,100 3.78120
7/7/99 2,200 3.78120
7/7/99 5,000 3.68750
7/7/99 11,500 3.75000
7/9/99 11,500 3.81250
15/99 1,000 5.15620
7/15/99 2,000 5.18750
RJK, L.L.C.'S TOTAL: 387,000
========
Date Number of Purchase Price
Of Purchase Shares Purchased Per Share
- ----------- ---------------- --------------
KIRKFIELD, L.L.C.
-----------------
6/22/99 200 $3.75000
6/22/99 300 3.75000
6/22/99 1,000 3.75000
6/22/99 2,500 3.75000
6/22/99 2,000 3.75000
6/22/99 4,700 3.75000
6/22/99 4,100 3.75000
6/22/99 3,500 3.75000
6/22/99 5,800 3.75000
6/22/99 7,300 3.75000
6/22/99 2,000 3.75000
6/22/99 7,300 3.75000
6/22/99 2,000 3.75000
6/23/99 100 3.75000
6/23/99 200 3.78120
6/23/99 1,000 3.75000
6/23/99 500 3.81250
6/23/99 900 3.75000
6/23/99 3,100 3.81250
6/23/99 2,800 3.75000
6/23/99 1,400 3.81250
6/23/99 3,500 3.75000
6/23/99 4,300 3.81250
6/23/99 3,000 3.75000
6/25/99 100 3.50000
6/25/99 100 3.46870
6/25/99 2,000 3.59370
6/25/99 1,000 3.56250
6/25/99 1,000 3.53120
6/25/99 600 3.62500
6/25/99 1,300 3.59370
6/25/99 900 3.50000
6/25/99 2,000 3.62500
6/25/99 1,000 3.53120
6/28/99 1,000 3.56250
6/28/99 2,000 3.53120
6/30/99 15,000 3.28120
6/30/99 25,000 3.43750
6/30/99 9,000 3.50000
6/30/99 8,900 3.56250
6/30/99 7,000 3.53120
6/30/99 300 3.50000
6/30/99 400 3.43750
6/30/99 400 3.53120
6/30/99 500 3.50000
6/30/99 600 3.43750
6/30/99 800 3.50000
6/30/99 2,900 3.43750
6/30/99 1,000 3.53120
6/30/99 1,100 3.43750
6/30/99 1,100 3.56250
6/30/99 1,400 3.50000
6/30/99 1,600 3.53120
7/1/99 3,900 3.62500
7/1/99 2,000 3.62500
7/1/99 6,100 3.43750
7/2/99 12,900 3.75000
7/2/99 2,000 3.71870
7/2/99 8,300 3.68750
7/2/99 6,700 3.65620
7/2/99 500 3.75000
7/2/99 600 3.75000
7/2/99 600 3.75000
7/2/99 900 3.75000
7/2/99 1,000 3.75000
7/6/99 3,100 3.75000
7/6/99 2,000 3.75000
7/6/99 3,400 3.75000
7/6/99 2,000 3.75000
7/6/99 2,000 3.75000
7/6/99 2,500 3.75000
7/6/99 100 3.75000
7/6/99 100 3.75000
7/6/99 500 3.75000
7/6/99 500 3.75000
7/6/99 500 3.75000
7/6/99 600 3.75000
7/6/99 600 3.75000
7/6/99 600 3.75000
7/6/99 600 3.75000
7/6/99 900 3.75000
7/6/99 1,000 3.75000
7/6/99 1,000 3.75000
7/6/99 1,100 3.75000
7/6/99 1,400 3.75000
7/6/99 1,500 3.75000
KIRKFIELD, L.L.C.'S TOTAL:225,000
=======
Date Number of Purchase Price
Of Purchase Shares Purchased Per Share
- ----------- ---------------- --------------
THE KIRK FAMILY INVESTMENT PLAN
-------------------------------
7/12/99 2,000 $3.93750
7/12/99 2,000 3.93750
7/12/99 2,000 3.93750
7/12/99 2,800 3.93750
7/12/99 2,000 3.93750
7/12/99 200 3.93750
7/12/99 1,000 3.90620
7/12/99 3,000 3.93750
7/13/99 26,000 4.62500
7/13/99 10,000 4.59370
7/13/99 10,800 4.62500
7/13/99 5,000 4.56250
7/13/99 3,200 4.68750
7/13/99 2,000 4.75000
7/13/99 300 4.59370
7/13/99 600 4.62500
7/13/99 500 4.59370
7/13/99 3,000 4.62500
7/13/99 800 4.68750
7/13/99 1,600 4.75000
7/13/99 900 4.71870
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.62500
7/13/99 1,000 4.68750
7/13/99 1,000 4.68750
7/13/99 1,000 4.75000
7/13/99 1,000 4.75000
7/13/99 1,200 4.59370
7/13/99 3,100 4.62500
7/14/99 10,000 5.00000
7/14/99 2,000 5.03120
7/14/99 15,000 5.00000
7/15/99 13,300 5.06250
7/15/99 30,000 5.03120
7/15/99 900 5.06250
7/15/99 4,000 5.03120
7/15/99 1,000 5.06250
7/15/99 2,000 5.12500
7/15/99 1,200 5.06250
7/16/99 32,000 5.06250
7/16/99 3,100 5.04680
7/16/99 2,300 5.03120
7/16/99 12,400 5.04680
7/16/99 2,000 5.06250
7/16/99 4,700 5.00000
7/16/99 18,300 5.06250
KFIP'S TOTAL: 251,400
========
PRELIMINARY COPY
DETACH HERE
SCIOS INC.
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON 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
PLEASE MARK
/ X / VOTES AS IN
THIS EXAMPLE
- -------------------------------------------------------------------------------
THE KIRK STOCKHOLDERS RECOMMEND A VOTE FOR PROPOSAL 1.
- -------------------------------------------------------------------------------
1. Election of Directors.
Nominees: 01 - John H. Greist, M.D., 02 - Larry D. Horner, 03 - Kurt
P. Kalm, 04 - Randal J. Kirk, 05 - Domenic A. Sica, M.D.,
06 - John P. Szlasa, 07 - William E. Yelle
FOR ALL NOMINEES / /
WITHHOLD ALL NOMINEES / /
For all nominees except as noted below
Use Number Only
-------------------------------------------------------------
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:__________________
