SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
Scios Inc.
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(Name of Registrant as Specified in its Charter)
Johnson & Johnson
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(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 the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Filed by Johnson & Johnson
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Scios Inc.
Commission File No.: 0-11749
The following is the text of material posted on Johnson & Johnson's
website on February 19, 2003:
FREQUENTLY ASKED QUESTIONS REGARDING SCIOS INC.
This material is not a substitute for the Proxy Statement that Johnson & Johnson
and Scios Inc. will file with the Securities and Exchange Commission.
Investors are urged to read the Proxy Statement, when available, which
contains important information, including detailed risk factors. The Proxy
Statement and other documents filed by Johnson & Johnson and Scios Inc. with
the Securities and Exchange Commission are available free of charge at the
SEC's website (www.sec.gov) or by directing a request to Johnson & Johnson,
One Johnson & Johnson Plaza, New Brunswick, NJ 08933 Attn: Investor Relations;
or by directing a request to Scios Inc., 820 West Maude Avenue, Sunnyvale, CA
94085, Attention: Investor Relations.
Scios Inc., its directors, and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive officers
of Scios and their ownership of Scios stock is set forth in the proxy
statement for Scios Inc.'s 2001 annual meeting of shareholders. Investors may
obtain additional information regarding the interests of such participants by
reading the Proxy Statement when it becomes available.
WHAT IS THE TIMING OF THE SCIOS INC. TRANSACTION?
We are expecting the Scios transaction to proceed along the following
timeline. These are our current estimates of timing and are subject to
change without notice.
Est. DATE STATUS
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Filing of Merger Agreement with SEC
Filed 2/11/03
Hart Scott Rodino Filing Late February
Initial Filing of Proxy Statement Late February
Scios Stockholder vote April/May
S-4 Not Required
Scios 8-K 2/11/03 Filed
European Filing Not Required
Closing 2Q03 est.
WHAT ARE THE CLOSING CONDITIONS FOR THE SCIOS INC. TRANSACTION?
The Board of Directors of Johnson & Johnson and Scios Inc. have each approved
the transaction. It must also be approved by holders of a majority of the
outstanding shares of Scios common stock. The transaction is also subject to
other customary closing conditions.
ARE THERE ANY SPECIFIC MATERIAL ADVERSE EVENTS THAT COULD STILL AFFECT
THE SCIOS INC. DEAL?
The agreement contains customary closing conditions. The Proxy materials
will describe the agreement in greater detail.
WHAT IS THE STATUS OF THE SCIOS $150MM CONVERTIBLE SUBORDINATED NOTES DUE
2009 ONCE THE TRANSACTION IS COMPLETED?
The notes will remain outstanding as per the terms of the debt. If the
holders of the notes convert prior to the completion of the transaction
they will receive Scios stock which will subsequently be exchanged for
cash once the merger is completed. If the holders of the notes convert
after the transaction is completed they will receive cash.