-----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, Qfvg+jFt1UfgAtxJFJXLU4n46yAwlkiy5vYlrBK4/VbYAHDiBUoKZkDFX9TE8EXS NEuCp+f2cj12nqbWYkmy2w== 0000950157-03-000328.txt : 20030430 0000950157-03-000328.hdr.sgml : 20030430 20030429182805 ACCESSION NUMBER: 0000950157-03-000328 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030430 EFFECTIVENESS DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIOS INC CENTRAL INDEX KEY: 0000726512 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953701481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-64052 FILM NUMBER: 03670538 BUSINESS ADDRESS: STREET 1: 820 W MAUDE AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4086168200 MAIL ADDRESS: STREET 1: 820 W MAUDE AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BIOTECHNOLOGY INC DATE OF NAME CHANGE: 19920302 FORMER COMPANY: FORMER CONFORMED NAME: SCIOS NOVA INC DATE OF NAME CHANGE: 19930423 S-8 POS 1 s-8pos.txt POST-EFFECTIVE AMENDMENT NO. 1
As filed with the Securities and Exchange Commission on April 29, 2003 Registration No. 333-64052 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- SCIOS INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 820 WEST MAUDE AVENUE 95-3701481 (STATE OR OTHER JURISDICTION OF SUNNYVALE, CALIFORNIA 94085 (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) (408) 616-8200 IDENTIFICATION NUMBER) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) SCIOS INC. 1992 EQUITY INCENTIVE PLAN SCIOS INC. 1996 NON-OFFICER STOCK OPTION PLAN (Full Title of the Plans) DAVID W. GRYSKA SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER SCIOS INC. 820 WEST MAUDE AVENUE SUNNYVALE, CALIFORNIA 94085 (408) 616-8200 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) COPY TO: ROBERT I. TOWNSEND, III, ESQ. CRAVATH, SWAINE & MOORE LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 (212) 474-1000 ===============================================================================
DEREGISTRATION OF COMMON STOCK On June 28, 2001, the Registrant filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-8, Registration No. 333-64052 (the "Registration Statement"), for the sale of 3,795,000 shares of the common stock (the "Common Stock"), par value $.001 per share, of the Registrant under the Scios Inc. 1992 Equity Incentive Plan and the Scios Inc. 1996 Non-Officer Stock Option Plan (collectively, the "Plans"). On April 29, 2003, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 10, 2003, by and among the Registrant, Johnson & Johnson and Saturn Merger Sub, Inc., a wholly-owned subsidiary of Johnson & Johnson, Saturn Merger Sub, Inc. merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Johnson & Johnson. Each share of Common Stock outstanding immediately prior to the effective time of the merger was converted into the right to receive $45.00 in cash, without interest. Because the Registrant is no longer a public company, this Post-Effective Amendment No. 1 is being filed to deregister all of the unissued shares of Common Stock formerly issuable under the Plans and registered under the Registration Statement, constituting 3,389,590 shares. SIGNATURES 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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California, on the 29th day of April, 2003. SCIOS INC. By: /s/ Christine A. Poon -------------------------------- Name: Christine A. Poon Title: Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Richard B. Brewer - --------------------- President and Chief Executive Officer April 29, 2003 Richard B. Brewer (Principal Executive Officer) /s/ David W. Gryska - --------------------- Senior Vice President, Finance and April 29, 2003 David W. Gryska Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Christine A. Poon - --------------------- Christine A. Poon Director April 29, 2003 /s/ Joseph Scodari - --------------------- Director April 29, 2003 Joseph Scodari -----END PRIVACY-ENHANCED MESSAGE-----