-----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, WZoKteSdlIuz2IK2sJP6mvI14xFlUX4RmKIcuI57MfGgfziTI8AI2TsuUUY6j0uP vSGJM8IMXx+dYXuhQoPwhg== 0000726512-98-000006.txt : 19980609 0000726512-98-000006.hdr.sgml : 19980609 ACCESSION NUMBER: 0000726512-98-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980608 EFFECTIVENESS DATE: 19980608 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: S-8 SEC ACT: SEC FILE NUMBER: 333-56269 FILM NUMBER: 98643702 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 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 8, 1998 Registration No. 33-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ Scios Inc. (Exact name of registrant as specified in its charter) ------------------ Delaware 95-3701481 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ------------------ 2450 Bayshore Parkway Mountain View, CA 94043 (Address of Principal Executive Offices) ------------------ Scios Inc. 1996 Non-Officer Stock Option Plan (Full title of the plans) ------------------ John H. Newman, Esq. Senior Vice President, General Counsel and Secretary Scios Inc. 2450 Bayshore Parkway Mountain View, CA 94043 (650) 966-1550 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Title of Proposed Maximum Securities to be Maximum Amount to Offering Price Aggregate Amount of Registered be Registered Per Share(1) Offering Price(1) Registration Fee(2) ======================== ====================== ====================== ====================== ====================== Common Stock (par value $.001) 800,000 $9.1875 $7,350,000.00 $2,168.25 ======================== ====================== ====================== ====================== ====================== (1) Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market for June 2, 1998 for shares reserved for future grant pursuant to the 1996 Non-Officer Stock Option Plan. (2) Estimated solely for the purpose of calculating the amount of the Registration Fee based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market for June 2, 1998.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8, FILE NO. 333-35201. The contents of Registration Statements on Form S-8, File No. 333-35201, filed with the Securities and Exchange Commission on September 9, 1997 are incorporated by reference herein with such modifications as are set forth below. EXHIBITS Exhibit Number 5.1 Opinion of John H. Newman, Senior Vice President, General Counsel and Secretary of the Registrant, as to the legality of shares being registered. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of John H. Newman. Reference is made to Exhibit 5.1 of this Registration Statement. 24.1 Power of Attorney. Reference is made to page 3 of this Registration Statement. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on June 5, 1998. SCIOS INC. By: /s/ Richard L. Casey __________________________ Richard L. Casey Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John H. Newman and Richard L. Casey, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Richard L. Casey Chairman of the Board and June 5, 1998 (Richard L. Casey) Chief Executive Officer /s/ David Southern Controller June 5, 1998 (David Southern) (Principal Accounting Officer) /s/ Samuel H. Armacost Director June 5, 1998 (Samuel H. Armacost) /s/ Myron Du Bain Director June 5, 1998 (Myron Du Bain) /s/ Donald B. Rice Director June 5, 1998 (Donald B. Rice, Ph.D.) /s/ Charles A. Sanders Director June 5, 1998 (Charles A. Sanders, M.D.) /s/ Robert W. Schrier Director June 5, 1998 (Robert W. Schrier, M.D.) /s/ Solomon H. Snyder Director June 5, 1998 (Solomon H. Snyder, M.D.) /s/ Burton E. Sobel Director June 5, 1998 (Burton E. Sobel, M.D.) /s/ Eugene L. Step Director June 5, 1998 (Eugene L. Step) EXHIBIT INDEX Exhibit Number Description 5.1 Opinion of John H. Newman, Senior Vice President, General Counsel and Secretary of the Registrant, as to the legality of shares being registered. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of John H. Newman. Reference is made to Exhibit 5.1 of this Registration Statement. 24.1 Power of Attorney. Reference is made to page 3 of this Registration Statement. EX-5 2 OPINION OF JOHN H. NEWMAN, ESQ. June 5, 1998 Scios Inc. 2450 Bayshore Parkway Mountain View, CA 94043-1173 Ladies and Gentlemen: You have requested my opinion with respect to certain matters in connection with the filing by Scios Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 800,000 shares of the Company's Common Stock, $.001 par value (the "Shares") issuable pursuant to its 1996 Non-Officer Stock Option Plan (collectively, the "Plan"). In connection with this opinion, I have examined the Registration Statement and related prospectuses, the Restated Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as I deem necessary as a basis for this opinion. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof, and the due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, I am of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangement, which will be fully paid and nonassessable when such deferred payments are made in full). I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ John H. Newman John H. Newman EX-23 3 OPINION OF COOPERS AND LYBRAND LLP CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement and the Registration Statements of Scios Inc. on Form S-8 (File No. 2-90477, File No. 2-97606, File No. 33-39878, File No. 33-51590 and File No. 333-35201) and Form S-3 (File No. 33-18958) of our report dated January 30, 1998, on our audits of the consolidated financial statements of Scios Inc. and subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997, which report is included in the 1997 Annual Report on Form 10-K. Coopers & Lybrand L.L.P. San Jose, California June 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----