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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
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14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ 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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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[SCIOS LETTERHEAD]
CONTACT:
Wendy Carhart
Scios Inc.
408/616-8325
or
Stanley J. Kay
MacKenzie Partners, Inc.
212/929-5940
FOR IMMEDIATE RELEASE:
SCIOS BOARD ADOPTS EMPLOYEE RETENTION PROGRAM
SUNNYVALE, CALIFORNIA - January 12, 2000 - Scios Inc. (NASDAQ: SCIO) announced
today that its Board of Directors has adopted a two-year retention program
applicable to all employees. The program is intended to encourage employees to
remain with the Company despite the potential instability and uncertainty
created by the proxy contest threatened by Randal J. Kirk.
"The Scios Board believes it is in the best interests of the Company, its
stockholders and its employees to adopt a retention program for all our valued
employees to ensure their continued commitment as Scios moves forward with our
focused new business plan," said Donald B. Rice, Ph.D., Chairman of Scios'
Board of Directors. "Following the strides Scios made under its new leadership
throughout the past year, the Board felt this short-term action was necessary to
minimize the impact of the threatened proxy fight and the inherent distraction
it could cause. Our retention program was thoroughly reviewed to make certain
that it is consistent with similar programs."
"Retaining our scientists, researchers, and other staff is critical to our
Natrecor and p38-kinase inhibitor programs - the two key products in our
pipeline." added Richard B. Brewer, President and Chief Executive Officer.
"Considering how highly-competitive the market is for skilled employees in our
industry, the entire Board believes it is important at this critical time to
provide our employees with appropriate protection and incentives."
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January 12, 2000
Page 2
The program provides that any employee who is involuntarily terminated without
cause or who voluntarily terminates his or her employment for good reason within
12 months after a change of control is entitled to a lump sum cash payment and
continuation of health benefits based on the employee's level within the
Company. The program will expire if a change of control has not occurred by
December 31, 2001, unless extended by the Board. A change of control under the
program includes significant changes in the ownership of the Company due to
change of control transactions as well as a change in a majority of the current
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 on 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. For information about the Year 2000 Annual Meeting, visit
www.sciosinc.com/election.
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January 12, 2000
Page 3
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Scios Inc. has scheduled its annual meeting of stockholders for February 28,
2000. The following information is provided concerning the participants on
behalf of Scios Inc. in the solicitation of proxies for this meeting.
The following individuals, all of whom are directors of Scios Inc., may be
deemed participants in the solicitation of proxies on behalf of the Company's
Board of Directors: Donald B. Rice, Ph.D. (Chairman of the Board of the Company;
President and Chief Executive Officer of UroGenesys, Inc.); Richard B. Brewer
(Chief Executive Officer and President of the Company); Samuel H. Armacost
(Chairman, SRI International); Myron Du Bain (Chairman and Chief Executive
Officer (Retired), Fireman's Fund Corporation); Charles A. Sanders, M.D.
(Chairman and Chief Executive Officer (Retired), Glaxo Inc.); Solomon H. Snyder,
M.D. (Director, Department of Neuroscience, and Distinguished Service Professor
of Neuroscience, Pharmacology and Molecular Sciences and Psychiatry, The Johns
Hopkins University); Burton E. Sobel, M.D. (E.L. Amidon Professor and Chair,
Department of Medicine, The University of Vermont College of Medicine); and
Eugene L. Step (Executive Vice President, President of the Pharmaceutical
Division (Retired), Eli Lilly and Company). The following executives of the
Company may also be deemed participants: Thomas L. Feldman (Vice President of
Sales & Marketing); Elliott B. Grossbard, M.D. (Senior Vice President of
Development); David W. Gryska (Vice President of Finance and Chief Financial
Officer); John A. Lewicki, Ph.D. (Vice President of Research); John H. Newman
(Senior Vice President, General Counsel & Secretary); George F. Schreiner, M.D.,
Ph.D. (Vice President, Cardiorenal Research) and Wendy Carhart (Senior Manager
of Investor Relations).
In the aggregate, these individuals beneficially own 1,654,411 shares of the
Company's Common Stock, including 1,290,476 shares subject to stock options
exercisable within 60 days of December 31, 1999. None of these individuals
beneficially owns more than 1% of the Company's Common Stock. In addition to
customary cash compensation payable to non-employee directors, under the
Company's Equity Incentive Plan each non-employee director receives an automatic
grant of a stock option to acquire 10,000 shares of the Company's Common Stock
at each annual meeting where the director is elected to the Company's Board of
Directors. Mr. Brewer's employment agreement with the Company provides for,
among other things, severance payments to Mr. Brewer in the event of termination
of his employment "without cause" or "for good reason."
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