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. 2)
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 (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:
-----------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------
(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):
-----------------------------------------------------
(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:
----------------------------------------------------
( ) 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:
----------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------
(3) Filing Party:
----------------------------------------------------
(4) Date Filed:
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January 4, 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.
DURING THE PAST YEAR, UNDER THE PRESENT BOARD OF DIRECTORS AND
MANAGEMENT, SCIOS' STOCK PRICE HAS DECLINED 68% FROM ITS HIGH OF $12.50
PER SHARE TO $4.19 PER SHARE AS OF DECEMBER 31, 1999. This is in sharp
contrast to the performances of many other biotechnology company shares,
many of which reached record highs during this same time. There has been a
86.93% decline in share price of Scios since 1992 when the share price
reached a high of $26.13.
Scios' Stockholders, as the Company's owners, have every right to be
concerned about the value of their investment. According to an article in
the May 31, 1999 issue of Forbes ASAP magazine, "Scios is the oldest
biotech company in the world without an approved product." This is a
notable distinction, which the Company has held for some time. As long ago
as 1992, Alex Barnum wrote in the San Francisco Chronicle that Scios
"holds the dubious distinction of being the oldest biotech company with no
marketable products." It is time for a change!
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 nominees for this
new board all have as their primary commitment the enhancement of
stockholder value and, if appropriate, consistent with this commitment,
the replacement of some of senior management.
YOU CAN DETERMINE THE FUTURE OF YOUR INVESTMENT IN SCIOS BY VOTING
THE WHITE PROXY CARD TODAY FOR THE INDIVIDUALS I AM NOMINATING TO FORM THE
NEW SCIOS BOARD OF DIRECTORS.
We are committed to building stockholder value. Please do not send
back any gold proxy card you will receive from Scios' incumbent board and
management, even to vote against their nominees.
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 at (877) 842-2404.
Thank you for your attention.
Respectfully,
/s/ Randal J. Kirk
Randal J. Kirk
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 proxy 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) 842-2404
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 of 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.
Although the Kirk Stockholders have not yet formulated any specific
plans for the Company, we, nonetheless, intend to do so well in advance of
the 2000 Annual Meeting of Stockholders. Because the Meeting is typically
held in May, the Kirk Stockholders initially anticipated a several month
planning period. However, in light of the Company's decision to move the
meeting from May to February, the Kirk Stockholders have restructured
their timeline and are now in the process of formulating specific plans.
Once formulated, the Kirk Stockholders will communicate such specific
plans to their fellow shareholders promptly. 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 the Kirk Stockholders can
give no assurance that there will be an increase in profitability or
stockholder value should their Nominees be elected to the Board of
Directors or should any such specific plans for the Company be
implemented, we are, nonetheless, convinced that only with a change in the
business strategy of the Company can stockholders hope to achieve the
necessary catalyst for increased shareholder value.
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 proxy 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., P.O. Box 5009, South Hackensack, NJ 07606, 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 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 1999. 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, Mr. Kirk withdrew the thyroid-related
intellectual property from the Proposal and invited a share offer from
the Company for Lotus exclusive of the thyroid-related property. As
more fully detailed below, after advising the Company that he did not
wish to own more Scios stock without significant management changes
or changes in the business strategy of the Company, Mr. Kirk formally
withdrew his proposal on October 27, 1999.
Initially, Mr. Kirk was encouraged by the Company's expressions
of interest in the Proposal. However, the Company failed to follow up
with any questions or discussions about the thyroid-related
intellectual property. Due to the Company's inaction and its track
record of not bringing any products to market since it was founded,
Mr. Kirk began to seriously question the Company's interest in the
thyroid-related intellectual property as well as its ability to
implement such products' commercialization. Because of the value the
thyroid-related intellectual property represented to Lotus and to Mr.
Kirk as its largest stockholder, such concerns ultimately caused Mr.
Kirk to withdraw the thyroid-related intellectual property from the
Proposal.
Shortly after the thyroid-related intellectual property was
withdrawn, Mr. Kirk was advised by the Company that it may have an
interest in one of Lotus' commercialized products. On October 14,
1999, nearly a month after informing Mr. Kirk of the Company's
possible interest in one of these commercialized products, the
Company informed Mr. Kirk that it might consider obtaining an
interest in the product only after a further review of available
products from various sources, which review the Company did not
expect to complete until the end of 1999.
The Company's delay in responding to the Proposal and its
failure to provide definitive answers about its interest in the Lotus
products, both before the thyroid-related intellectual property was
withdrawn and after, caused Mr. Kirk to seriously question the manner
in which the board and management conducted itself in assessing
opportunities with the potential for increasing shareholder value. As
a result, 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 and formally withdrew his
remaining proposal on October 27, 1999.
Mr. Kirk has no present intention 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, approval by stockholders 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 have not yet formulated any specific plans for the
Company. The Kirk Stockholders, nonetheless, intend to do so well in
advance of the 2000 Annual Meeting of Stockholders. Because the
Meeting is typically held in May, the Kirk Stockholders initially
anticipated a several month planning period. However, in light of the
Company's decision to move the meeting from May to February, the Kirk
Stockholders have restructured their timeline and are now in the
process of formulating specific plans. Once formulated, the Kirk
Stockholders will communicate such specific plans to their fellow
shareholders promptly. 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 the Kirk Stockholders can give no assurance
that there will be an increase in profitability or stockholder value
should their Nominees be elected to the Board of Directors or should
any such specific plans for the Company be implemented, we are,
nonetheless, convinced that only with a change in the business
strategy of the Company can stockholders hope to achieve the
necessary catalyst for increased shareholder value.
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) 842-2404
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
=======
[BACK COVER OF PROXY STATEMENT]
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 proxy 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) 842-2404
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
--------------------
PLEASE MARK / X / VOTES AS IN THIS EXAMPLE
----------------------------------------------------------------------
THE KIRK STOCKHOLDERS RECOMMEND A VOTE FOR PROPOSAL 1.
----------------------------------------------------------------------
1. Election of Directors.
NOMINEES: 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 ALL NOMINEES / /
WITHHOLD ALL NOMINEES / /
FOR ALL NOMINEES EXCEPT AS NOTED BELOW:
---------------------------------------------------------------------
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:_______
