content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                  January 31, 2000
                          (Date of earliest event reported)
  
                                     SCIOS INC.
               (Exact name of registrant as specified in its charter)
  
     Delaware                      0-11749                    95-3701481
  (State of other         (Commission file number)        (I.R.S. Employer
   jurisdiction of                                         Identification No.)
   incorporation)
  
                                820 West Maude Avenue
                             Sunnyvale, California 94086
                (Address of principal executive offices and zip code)
  
                                   (408) 616-8200
                           (Registrant's telephone number)
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
           On  January  31,  2000,  Scios  Inc.  (the  "Company")  entered  into a
  Settlement  Agreement  (the  "Settlement  Agreement")  with  Randal  J. Kirk and
  certain entities controlled by him (the  "Stockholders") that had nominated (the
  "Nomination")  an  alternate  slate of Mr.  Kirk  and six  other  nominees  (the
  "Stockholder  Nominees")  for election to the Company's  Board of Directors (the
  "Company  Board") at the 2000 annual meeting of stockholders of the Company (the
  "2000 Annual Meeting").
  
           The  Settlement  Agreement  terminates  the proxy  contest  between the
  parties. Under the Settlement Agreement,  Mr. Kirk has been added to the Company
  Board's  slate of nominees  for  election to a one-year  term at the 2000 Annual
  Meeting,  increasing  the  total  number  of  Company  Board  nominees  to eight
  (including the seven existing nominees of the Company Board, who are all current
  members of the Company  Board).  The Company  Board has agreed to recommend  the
  election of all eight nominees.  The Stockholders  have withdrawn the Nomination
  and have agreed to  discontinue  all efforts  (direct and  indirect)  to solicit
  votes for the Stockholder Nominees or otherwise to pursue the Nomination.
  
           The Settlement Agreement provides that the Stockholders will vote their
  Company shares in favor of the Company Board's  nominees and against the removal
  of any director,  and not pursue any unsolicited  acquisition attempts or engage
  in any proxy  contest,  for a specified  period (the "Term").  The length of the
  Term will depend on whether Mr. Kirk is elected at the 2000 Annual  Meeting and,
  if he is, on whether the Company Board chooses to  re-nominate  Mr. Kirk for the
  2001 annual meeting of stockholders of the Company (the "2001 Annual  Meeting").
  If Mr. Kirk is not elected at the 2000 Annual  Meeting,  the Term will expire at
  the conclusion of that meeting. If he is elected at that meeting,  the Term will
  expire at the earliest to occur of:
  
            o    Mr. Kirk's  resignation  from the Company Board within 15 days of
                 the Company Board deciding,  at a meeting  required to be held no
                 later than 90 days before the 2001 Annual  Meeting,  that he will
                 not  be  re-nominated  at  that  meeting,   in  which  event  the
                 provisions of the Company's Bylaws requiring advance notice to be
                 given,  by a specified  date, of  a  stockholder's  intention  to
                 nominate  directors,  or  propose  other  business,  at an annual
                 meeting of  stockholders  (the "Advance  Notice  Bylaws") will be
                 waived  to  the  extent  necessary  to  permit  any or all of the
                 Stockholders  (but no other  person) to  nominate  one or more of
                 their own  candidates  for  election to the Company  Board at the
                 2001 Annual Meeting;
  
            o    the  conclusion  of  the  2001  Annual  Meeting  if Mr.  Kirk  is
                 re-nominated for election at that meeting but is not elected; or
  
                                         1
  
  <PAGE>
  
            o    the later of (i) the 30th day prior to the  deadline  established
                 by the Advance  Notice Bylaws for  nominations  of candidates for
                 election  to the  Company  Board at the 2002  annual  meeting  of
                 stockholders  of the Company (the "2002 Annual  Meeting") or (ii)
                 the date of Mr. Kirk's resignation from the Company Board, but in
                 no event beyond the conclusion of the 2002 Annual Meeting.
  
           In  addition,  during  the Term (or until  Mr.  Kirk  resigns  from the
  Company Board before the end of the Term, if he is elected), the Stockholders:
  
            o    must vote all of their  Company  shares on all matters other than
                 the  election or removal of  directors  either (as they choose in
                 their sole discretion) in accordance with the recommendation of a
                 majority of the Company Board or in the same proportion as shares
                 held by the other Company stockholders are voted;
  
            o    may not increase  their  aggregate  ownership  of Company  shares
                 above 7.2% and must effect all purchases in  compliance  with all
                 then-applicable  Company policies  regarding  compliance with the
                 federal  securities  laws  and  transactions  in  Company  voting
                 securities by members of the Company  Board and their  affiliates
                 (the "Company Policies"); and
  
            o    must give the Company  prior  notice if they intend to dispose of
                 any of their Company  shares  (except that  open-market  sales of
                 less than 1%, in the  aggregate,  in any  90-day  period  are not
                 subject to this notice  requirement) and must effect all sales in
                 compliance with the Company Policies.
  
           The Settlement  Agreement contains certain other provisions,  including
  restrictions  on public  announcements,  mutual releases of claims in connection
  with the proxy contest and related covenants not to sue, certain representations
  and warranties,  and the Company's  agreement to reimburse 50% of certain of the
  Stockholders' actual documented out-of-pocket costs in connection with the proxy
  contest.  In  addition,  the Company has agreed that,  without Mr.  Kirk's prior
  consent (not to be  unreasonably  withheld),  it will not change the date of the
  2000 Annual  Meeting,  hold the 2001 Annual  Meeting later than June 1, 2001, or
  amend the Advance Notice Bylaws during the Term.
  
           The Settlement  Agreement permits Mr. Kirk to exercise his rights,  and
  fulfill his obligations, as a member of the Company Board while he is serving on
  it, and to make confidential  proposals to the Company Board,  without violating
  any of the provisions summarized above.
  
           THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE SETTLEMENT AGREEMENT
  IS QUALIFIED BY THE FULL TEXT THEREOF,  WHICH IS FILED  HEREWITH AS EXHIBIT 99.1
  (SEE ITEM 7(C)).
  
                                         2
  
  <PAGE>
  
           ITEM 7(C)  EXHIBITS
  
           Exhibit 99.1           The Settlement Agreement (excluding Exhibit 4.1
                                  thereto, which is the form of joint press
                                  release; see Exhibit 99.2)
  
           Exhibit 99.2           Joint press release issued on January 31, 2000
  
  
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                                  SCIOS INC.
                                                  (Registrant)
  
                                                  /s/ John H. Newman
  Date:  February 1, 2000                         _____________________________
                                                  John H. Newman
                                                  Senior Vice President,
                                                  General Counsel and Secretary
  
                                         3
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 8417}]
metadata_filer: {"company-data": {"conformed-name": "SCIOS INC", "cik": "0000726512", "assigned-sic": "2834", "irs-number": "953701481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11749", "film-number": "518721"}, "business-address": {"street1": "820 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4159661550"}, "mail-address": {"street1": "820 WEST MAUDE AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}, "former-company": [{"former-conformed-name": "SCIOS INC", "date-changed": "19920703"}, {"former-conformed-name": "CALIFORNIA BIOTECHNOLOGY INC", "date-changed": "19920302"}]}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                  January 31, 2000
                          (Date of earliest event reported)
  
                                     SCIOS INC.
               (Exact name of registrant as specified in its charter)
  
     Delaware                      0-11749                    95-3701481
  (State of other         (Commission file number)        (I.R.S. Employer
   jurisdiction of                                         Identification No.)
   incorporation)
  
                                820 West Maude Avenue
                             Sunnyvale, California 94086
                (Address of principal executive offices and zip code)
  
                                   (408) 616-8200
                           (Registrant's telephone number)
  ITEM 5.  OTHER EVENTS
  
           On  January  31,  2000,  Scios  Inc.  (the  "Company")  entered  into a
  Settlement  Agreement  (the  "Settlement  Agreement")  with  Randal  J. Kirk and
  certain entities controlled by him (the  "Stockholders") that had nominated (the
  "Nomination")  an  alternate  slate of Mr.  Kirk  and six  other  nominees  (the
  "Stockholder  Nominees")  for election to the Company's  Board of Directors (the
  "Company  Board") at the 2000 annual meeting of stockholders of the Company (the
  "2000 Annual Meeting").
  
           The  Settlement  Agreement  terminates  the proxy  contest  between the
  parties. Under the Settlement Agreement,  Mr. Kirk has been added to the Company
  Board's  slate of nominees  for  election to a one-year  term at the 2000 Annual
  Meeting,  increasing  the  total  number  of  Company  Board  nominees  to eight
  (including the seven existing nominees of the Company Board, who are all current
  members of the Company  Board).  The Company  Board has agreed to recommend  the
  election of all eight nominees.  The Stockholders  have withdrawn the Nomination
  and have agreed to  discontinue  all efforts  (direct and  indirect)  to solicit
  votes for the Stockholder Nominees or otherwise to pursue the Nomination.
  
           The Settlement Agreement provides that the Stockholders will vote their
  Company shares in favor of the Company Board's  nominees and against the removal
  of any director,  and not pursue any unsolicited  acquisition attempts or engage
  in any proxy  contest,  for a specified  period (the "Term").  The length of the
  Term will depend on whether Mr. Kirk is elected at the 2000 Annual  Meeting and,
  if he is, on whether the Company Board chooses to  re-nominate  Mr. Kirk for the
  2001 annual meeting of stockholders of the Company (the "2001 Annual  Meeting").
  If Mr. Kirk is not elected at the 2000 Annual  Meeting,  the Term will expire at
  the conclusion of that meeting. If he is elected at that meeting,  the Term will
  expire at the earliest to occur of:
  
            o    Mr. Kirk's  resignation  from the Company Board within 15 days of
                 the Company Board deciding,  at a meeting  required to be held no
                 later than 90 days before the 2001 Annual  Meeting,  that he will
                 not  be  re-nominated  at  that  meeting,   in  which  event  the
                 provisions of the Company's Bylaws requiring advance notice to be
                 given,  by a specified  date, of  a  stockholder's  intention  to
                 nominate  directors,  or  propose  other  business,  at an annual
                 meeting of  stockholders  (the "Advance  Notice  Bylaws") will be
                 waived  to  the  extent  necessary  to  permit  any or all of the
                 Stockholders  (but no other  person) to  nominate  one or more of
                 their own  candidates  for  election to the Company  Board at the
                 2001 Annual Meeting;
  
            o    the  conclusion  of  the  2001  Annual  Meeting  if Mr.  Kirk  is
                 re-nominated for election at that meeting but is not elected; or
  
                                         1
  o    the later of (i) the 30th day prior to the  deadline  established
                 by the Advance  Notice Bylaws for  nominations  of candidates for
                 election  to the  Company  Board at the 2002  annual  meeting  of
                 stockholders  of the Company (the "2002 Annual  Meeting") or (ii)
                 the date of Mr. Kirk's resignation from the Company Board, but in
                 no event beyond the conclusion of the 2002 Annual Meeting.
  
           In  addition,  during  the Term (or until  Mr.  Kirk  resigns  from the
  Company Board before the end of the Term, if he is elected), the Stockholders:
  
            o    must vote all of their  Company  shares on all matters other than
                 the  election or removal of  directors  either (as they choose in
                 their sole discretion) in accordance with the recommendation of a
                 majority of the Company Board or in the same proportion as shares
                 held by the other Company stockholders are voted;
  
            o    may not increase  their  aggregate  ownership  of Company  shares
                 above 7.2% and must effect all purchases in  compliance  with all
                 then-applicable  Company policies  regarding  compliance with the
                 federal  securities  laws  and  transactions  in  Company  voting
                 securities by members of the Company  Board and their  affiliates
                 (the "Company Policies"); and
  
            o    must give the Company  prior  notice if they intend to dispose of
                 any of their Company  shares  (except that  open-market  sales of
                 less than 1%, in the  aggregate,  in any  90-day  period  are not
                 subject to this notice  requirement) and must effect all sales in
                 compliance with the Company Policies.
  
           The Settlement  Agreement contains certain other provisions,  including
  restrictions  on public  announcements,  mutual releases of claims in connection
  with the proxy contest and related covenants not to sue, certain representations
  and warranties,  and the Company's  agreement to reimburse 50% of certain of the
  Stockholders' actual documented out-of-pocket costs in connection with the proxy
  contest.  In  addition,  the Company has agreed that,  without Mr.  Kirk's prior
  consent (not to be  unreasonably  withheld),  it will not change the date of the
  2000 Annual  Meeting,  hold the 2001 Annual  Meeting later than June 1, 2001, or
  amend the Advance Notice Bylaws during the Term.
  
           The Settlement  Agreement permits Mr. Kirk to exercise his rights,  and
  fulfill his obligations, as a member of the Company Board while he is serving on
  it, and to make confidential  proposals to the Company Board,  without violating
  any of the provisions summarized above.
  
           THE FOREGOING SUMMARY OF CERTAIN PROVISIONS OF THE SETTLEMENT AGREEMENT
  IS QUALIFIED BY THE FULL TEXT THEREOF,  WHICH IS FILED  HEREWITH AS EXHIBIT 99.1
  (SEE ITEM 7(C)).
  
                                         2
  ITEM 7(C)  EXHIBITS
  
           Exhibit 99.1           The Settlement Agreement (excluding Exhibit 4.1
                                  thereto, which is the form of joint press
                                  release; see Exhibit 99.2)
  
           Exhibit 99.2           Joint press release issued on January 31, 2000
  
                                     SIGNATURES
  
  Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
                                                  SCIOS INC.
                                                  (Registrant)
  
                                                  /s/ John H. Newman
  Date:  February 1, 2000                         _____________________________
                                                  John H. Newman
                                                  Senior Vice President,
                                                  General Counsel and Secretary
  
                                         3