-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D3s/KAdEgAT1LoZlynjpAo6huo0u8U8tOE8elwkCw/Lva7J8JKHq7wstj1wwDmd1 3HnxLdnAKJv9EZrdXCkeYw== 0000726512-97-000007.txt : 19970430 0000726512-97-000007.hdr.sgml : 19970430 ACCESSION NUMBER: 0000726512-97-000007 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIOS INC CENTRAL INDEX KEY: 0000726512 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 953701481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11749 FILM NUMBER: 97590110 BUSINESS ADDRESS: STREET 1: 2450 BAYSHORE PKWY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159661550 MAIL ADDRESS: STREET 1: 2450 BAYSHORE PARKWAY CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: SCIOS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BIOTECHNOLOGY INC DATE OF NAME CHANGE: 19920302 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS 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 - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (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: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ [SCIOS PRESS RELEASE] WISCONSIN INVESTMENT BOARD TO VOTE AGAINST STOCKHOLDER PROPOSALS AT SCIOS ANNUAL MEETING SCIOS WILL SEEK ADDITIONAL INDEPENDENT DIRECTORS MOUNTAIN VIEW CA -- April 29, 1997 -- Scios Inc. (Nasdaq: SCIO) and the State of Wisconsin Investment Board today announced that the State of Wisconsin Investment Board intends to vote its 2,009,100 shares of Scios Common Stock (5.6% ) against the three stockholder proposals to be voted on at Scios' Annual Meeting of Stockholders on May 13. The stockholder proposals in the proxy statement are: to have the board appoint a committee to seek a buyer of the Company (proposal 4); to require the chairman to be an independent director (proposal 5); and to establish a shareholder advisory committee to the board (proposal 6). "In recent discussions, Scios has communicated to us its commitment to add two new independent directors to its board in the course of the next year. In light of that information, the State of Wisconsin Investment Board will vote against the three stockholder proposals, as recommended by Scios' Board of Directors," said John Nelson, investment director of the Wisconsin Investment Board. "We are pleased that our largest stockholder and long-term investor in Scios has indicated its support for our board and management on these measures," said Richard L. Casey, chairman and chief executive officer of Scios. Scios is a biopharmaceutical company engaged in the discovery, development, manufacture and commercialization of novel human therapeutics. Scios has two major clinical development programs. NATRECOR(R) BNP is in Phase III clinical studies for the treatment of acute congestive heart failure. FIBLAST(R) trafermin is in Phase II clinical trials for a variety of neurological and vascular conditions. The Company has research and development collaborations with Wyeth-Ayerst Laboratories, the pharmaceutical division of American Home Products Corporation, Kaken Pharmaceutical Co., Ltd. and Novo Nordisk A/S of Denmark. Scios' profitable commercial operations division markets six psychiatric products. ### Contact: Anne Bowdidge, Scios Inc. 415/ 962-5814 -----END PRIVACY-ENHANCED MESSAGE-----