As filed with the Securities and Exchange Commission on May 29, 2001
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
SCIOS INC.
(Exact name of registrant as specified in its charter)
Delaware 2834 95-3701481
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)
___________
820 West Maude Avenue
Sunnyvale, California 94085
(408) 616-8200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
___________
John H. Newman
Senior Vice President
SCIOS INC.
749 N. Mary Avenue
Sunnyvale, California 94085
(408) 616-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________
Copies to:
Kimberly L. Wilkinson, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
___________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
___________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-53928
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Registered Offering Price Per Aggregate Offering Registration Fee
Securities to be /(1)/ Share /(1)/ Price /(2)/
Registered
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Common Stock -- -- $24,000,000 $6,000
$0.001 par value
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(1) An indeterminate number of shares of common stock of the registrant as may
be sold from time to time is being registered hereunder. In no event will
the aggregate offering price of all shares of common stock issued from time
to time pursuant to this registration statement exceed $144 million.
(2) Estimated solely for purposes of computing the amount of the registration
fee in accordance with Rule 457(o) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, and General Instruction IV of Form S-3. The
contents of our registration statement on Form S-3 (File No. 333-53928), as
amended by Amendment No. 1 thereto, are hereby incorporated by reference into
this registration statement. This registration statement is filed solely to
register an additional $24,000,000 of common stock to be sold by us from time to
time.
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 on Form S-3 and has duly caused this Registration
Statement Form S-3 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Sunnyvale, County of Santa Clara, State of California, on the
29th day of May, 2001.
SCIOS INC.
By /s/ Richard B. Brewer
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Richard B. Brewer
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard B. Brewer, David W. Gryska and
John H. Newman, or any 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
attorney-in-fact and agents 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 attorney-in-fact and agent 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Richard B. Brewer President and Chief May 29, 2001
___________________________________ Executive Officer
Richard B. Brewer (Principal Executive Officer)
/s/ David W. Gryska Senior Vice President, May 29, 2001
___________________________________ Finance and Chief Financial
David W. Gryska Officer (Principal Financial
and Accounting Officer)
/s/ Donald B. Rice Chairman of the Board of May 29, 2001
___________________________________ Directors
Donald B. Rice
/s/ Samuel H. Armacost Director May 29, 2001
___________________________________
Samuel H. Armacost
/s/ Randal J. Kirk Director May 29, 2001
___________________________________
Randal J. Kirk
/s/ Charles A. Sanders Director May 29, 2001
___________________________________
Charles A. Sanders
/s/ Solomon H. Snyder Director May 29, 2001
___________________________________
Solomon H. Snyder
/s/ Burton E. Sobel Director May 29, 2001
___________________________________
Burton E. Sobel
/s/ Eugene L. Step Director May 29, 2001
___________________________________
Eugene L. Step
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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5.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
24.1 Power of Attorney (included in the signature page to this
Registration Statement).