SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Scios Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[SCIOS LOGO]
820 West Maude Avenue
Sunnyvale, CA 94086
www.sciosinc.com
CONTACT:
Wendy Carhart For Randal J. Kirk:
Scios Inc. Caroline Gentile
408/616-8325 Kekst and Company
or 212/521-4800
Stanley J. Kay
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
SCIOS AND R. J. KIRK AGREE TO END PROXY CONTEST
Parties Focused On Building Stockholder Value
SUNNYVALE, CALIFORNIA and RADFORD, VIRGINIA--January 31, 2000--Scios Inc.
(NASDAQ:SCIO) and Randal J. Kirk jointly announced today a definitive agreement
which enables Scios management to move forward with its business strategy and
expands the board of directors, if elected by stockholders, to one that will,
together with management, report beneficial ownership of nearly ten percent of
the company's fully diluted shares.
Under the agreement, which ends Mr. Kirk's proxy solicitation to elect a new
slate of directors, Mr. Kirk will be added to the slate of candidates nominated
by the Scios Board for election as directors at the 2000 annual meeting of
stockholders to be held on February 28, 2000. This will raise the number of
Board candidates to eight, including the seven current Scios Board members who
are standing for re-election. If elected, Mr. Kirk as well as all other
directors will serve for a one-year term.
Accordingly, Mr. Kirk and certain entities he controls, which own approximately
5.2% of Scios' outstanding shares will vote their Scios shares in favor of the
Board's nominees at the upcoming annual meeting.
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January 31, 2000
Page 2
Randal J. Kirk stated, "I strongly believe that there is substantial shareholder
value to be realized at Scios as evidenced by the size of my holdings, and I am
pleased to be nominated to a slate of this caliber. I am convinced that
Natrecor(R), for example, is a product with extremely attractive commercial
potential, and that Scios' management should be in a position to devote its full
energies to obtaining FDA approval for this product. At the same time, Scios'
offer to have me on its board will enable me, if elected, to work with the other
directors and management to build value for all Scios stockholders."
Donald B. Rice, Scios' Chairman, and Richard B. Brewer, President and Chief
Executive Officer, said, "The priority of the board and management of Scios is
to achieve enhanced value for all stockholders. This negotiated agreement is
consistent with that priority. By ending a distractive situation we can now
devote everyone's energies to the business of growing Scios. Scios can now move
forward with a board that is strong in business experience, industry expertise
and stockholder representation. We believe Mr. Kirk can bring a valuable
perspective to the board."
Consistent with the agreement's spirit of cooperation, Mr. Kirk and his entities
have agreed to certain "stand still" provisions. Both parties will file the
definitive settlement agreement with the SEC shortly and Scios will be
supplementing its proxy statement to add Mr. Kirk as a nominee to its Board.
Scios, Inc.
Scios is a biopharmaceutical company engaged in the discovery, development, and
commercialization of novel human therapeutics. Scios has commercial or research
and development relationships with Chiron Corporation, The DuPont
Pharmaceuticals Company, Eli Lilly and Company, GenVec Inc., Kaken
Pharmaceutical Co., Ltd., and Novo Nordisk A/S of Denmark. Scios' Psychiatric
Sales and Marketing Division successfully markets seven psychiatric products,
including co-promotion arrangements with Janssen Pharmaceutica's Risperdal(R)
(risperidone) and SmithKline Beecham's Paxil(R) (paroxetine hydrochloride).
Additional information on Scios is available at its web site located at
www.sciosinc.com and in the Company's various filings with the Securities and
Exchange Commission.
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