CUSIP No. 808905103 13D
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
SCIOS INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
808905103
(CUSIP Number)
Third Security, LLC
The Governor Tyler
1902 Downey Street
Radford, Virginia 24141
Attention: Marcus E. Smith, Esq.
(540) 731-3344
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Joseph J. Giunta, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071-3144
(213) 687-5000
January 13, 2000
(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 5 Pages
CUSIP No. 808905103 13D
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This Amendment No. 3 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated July 20, 1999, as amended by Amendment No.
1, dated December 2, 1999, and Amendment No. 2, dated December 9, 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 January 13, 2000, the Reporting Persons issued a press
release in response to the Company's January 12, 2000 press release. A copy
of the Reporting Persons' press release is attached hereto as Exhibit 7
which is incorporated herein by reference.
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 exhibit:
Exhibit 7: Press Release, issued on January 13, 2000
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: January 13, 2000
/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
CUSIP No. 808905103 13D
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EXHIBIT INDEX
Exhibit
Number Title Page
------- ----- ----
7 Press Release, issued January 5
13, 2000
Exhibit 7
PRESS RELEASE
Contact:
Caroline Gentile/Robert Siegfried
Kekst and Company
212-521-4800
LARGEST STOCKHOLDER BLASTS SCIOS BOARD'S ENRICHMENT SCHEMES
Radford, VA, January 13, 2000 - In response to inquiries, Randal J. Kirk,
Scios Inc.'s largest single shareholder, stated, "The unilateral action
yesterday by Scios' Board to dispense to every employee of the company
multi-year golden parachutes underscores the Board's lack of concern about
stockholders.
"Unfortunately, this further highlights that this is a Board that is prone
to enrichment schemes. Indeed, despite the "new" management's failure in
1999 to obtain FDA approval for the company's latest product hope,
Natrecor, the Board authorized the pay-out of more than $500,000 of
so-called "success" bonuses, including $85,000 to Scios' former CEO.
"The bottom line: the Scios Board has a long history of being very free
with the stockholders money, but stockholders are stuck with a company that
in its entire 19 year history has failed to gain FDA approval for a single
product. Over the past twelve months, under the present Board and
management, Scios' stock suffered a precipitous decline from a high of
$12.50 per share to its current $5.00 range, while many other biotechnology
companies shares increased in value, including some which reached record
highs.
"Scios' stockholders have every right to be concerned about the company's
future and whether their interests are the priority of the present Scios
Board and management. Scios' stockholders have every right to want a Board
that acts in their best interests. Scios' stockholders now are in a
position to elect a new Board, committed to building stockholder value, by
voting for the slate of directors I shall nominate at the Scios Annual
Meeting on February 28, 2000," Mr. Kirk said.
