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. 4)
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 18, 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 7 Pages
CUSIP No. 808905103 13D
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This Amendment No. 4 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated July 20, 1999, as amended by Amendment No.
1, dated December 2, 1999, Amendment No. 2, dated December 9, 1999 and
Amendment No. 3, dated January 13, 2000 (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 18, 2000, Mr. Kirk sent a letter to Dr. Donald B.
Rice, Chairman of the Board of the Issuer, offering to meet with Dr. Rice
and other members of the Issuer's Board of Directors to move forward with a
strategic plan to grow the Issuer and provide both immediate and long-term
value to stockholders. A copy of the letter has been included in a press
release issued by the Reporting Persons on January 18, 2000. The press
release is attached hereto as Exhibit 8 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 8: Press Release, issued on January 18, 2000
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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 18, 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
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CUSIP No. 808905103 13D
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EXHIBIT INDEX
Exhibit
Number Title Page
- ------- ----- ----
8 Press Release, issued January 18, 2000 5
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CUSIP No. 808905103 13D
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Exhibit 8
PRESS RELEASE
Media Contact: Caroline Gentile/Robert Siegfried
Kekst and Company
212-521-4800
Investor Contact: Paul Schulman
Corporate Investor Communications
201-896-5690
SCIOS' BOARD URGED TO MEET WITH LARGEST STOCKHOLDER
ABOUT PLAN TO BUILD STOCKHOLDER VALUE
RADFORD, VA, JANUARY 18, 2000 - The following letter was sent today to
Donald B. Rice, Chairman of the Board of Directors of Scios Inc. (NASDAQ:
SCIO) from Randal J. Kirk, one of Scios' largest stockholders, offering to
meet with Mr. Rice and other members of the Scios Board to move forward
with a strategic plan to grow the Company and provide both immediate and
long-term value to stockholders. The following is a copy of the letter sent
by Mr. Kirk to Mr. Rice:
THIRD SECURITY, L.L.C.
THE GOVERNOR TYLER
1902 DOWNEY STREET
RADFORD, VIRGINIA 24141
January 18, 2000
Dr. Donald B. Rice
Chairman of the Board
of Scios Inc.
820 West Maude Ave.
Sunnyvale, California 94086
Dear Dr. Rice:
I hope that you will agree that building stockholder value
for Scios and maximizing the Company's ability to capitalize on its assets
to achieve this objective are in the best interests of Scios and all Scios
stockholders. This certainly is my goal, and I would expect it to be the
goal of the present Scios Board as well. Let me propose, therefore, a
meeting with you and other interested members of Scios' Board to try to
work together to develop a program that serves the long-term best interests
of stockholders with respect to the future strategic direction of Scios.
Such a meeting can be a constructive first step toward our amicably working
together on
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CUSIP No. 808905103 13D
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behalf of the Company and all its stockholders.
Specifically, I am concerned, as one of Scios' largest
stockholders, that management's current business plan is both high-risk and
creates no reasonable opportunity for profitability or for increasing
stockholder value. I am concerned that the present strategic reliance on
the hope that Natrecor succeeds on its second FDA submission is flawed
because such a strategy (1) fails to recognize and repair the lack of
credibility of Scios within the pharmaceutical and investment communities;
(2) fails to articulate how this Company would make productive use of any
proceeds ultimately realized from Natrecor; and (3) fails to maximize the
value of the other significant assets of the Company.
I believe the Company needs to adopt a more targeted and
financially rigorous approach which would focus on Natrecor and other
programs for which funds are legally committed or which have a realistic
prospect of becoming commercially viable or profitably licensed in the near
term. The approach I propose also would include using the savings from the
curtailment of the more speculative and longer-range R&D efforts and other
cost cutting measures to recapitalize the Company in a manner that will
immediately enhance stockholder value. I have several specific ideas for
implementing this targeted approach that I would be most willing to discuss
with you in detail. They include:
1. If legally and operationally feasible, separate the
psychiatric marketing business from the rest of Scios in a
tax efficient manner;
2. Eliminating all non-funded R&D that is not legally committed,
except for Natrecor and other products that have significant
potential for near term commercial viability;
3. Using a significant portion of available cash resources
(including the savings from curtailment of R&D) for a
substantial repurchase of Company shares, either through
accelerated open-market purchases or a Dutch auction self
tender offer; and
4. Aggressively marketing or otherwise rationalizing the
Company's intellectual property estate.
A program such as this is a win for all concerned - Scios,
stockholders, and employees. And, as importantly, it should better position
Scios for the long-term. I believe that, if you and your colleagues are
willing to do what is best for Scios and stockholders, our joint
development of a plan incorporating these ideas makes sound business sense.
If a mutually agreeable plan to more rapidly build Scios
stockholder value were in
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CUSIP No. 808905103 13D
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place, I would end my proxy solicitation in return for minority Board
representation, which would not require the replacement of any existing
director. For example, the Board could be expanded by two, for a total of
nine directors with Larry Horner, who has our mutual respect, and myself
being appointed to the Board.
You and your colleagues can be assured that the proxy
solicitation I have commenced is not an attempt by me to gain control of
the Company for any personal advantage. Despite my contrary written
assurances, you have supposed that I am interested in pursuing some type of
business relationship concerning Lotus Biochemical but this is absolutely
untrue. Rather, my interest is that of a stockholder who wants to restore
investor confidence in the Company through programs that will allow it to
become profitable and increase stockholder value in the near term, while
realizing full value for its significant intellectual property estate in
the longer term.
Please inform me at your earliest convenience regarding my
offer to meet with you and your colleagues on the Board. I would welcome
the opportunity to discuss in greater detail how these ideas or suitable
alternatives might be implemented and to discuss any concerns or ideas the
Company might have. I sincerely hope that we can meet and work together for
the benefit of Scios and its stockholders to resolve this matter in a
prompt and constructive manner. Since time is of the essence, I request
that you respond to me as soon as possible, but no later than January 24,
2000.
I look forward to your reply.
Very truly yours,
/s/ Randal J. Kirk
Randal J. Kirk
cc: Board of Directors of Scios Inc.
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