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(1)

Equals the aggregate principal amount of the notes being registered. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)

Represents the number of shares of common stock that are currently issuable upon conversion of the notes. Pursuant to Rule 416 under the Securities Act, the registrant is also registering such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of dilution resulting from stock splits, stock dividends or similar transactions. No additional consideration will be received for the common stock, and therefore no registration fee is required pursuant to Rule 457(i).

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Issuer

Scios Inc.

Securities offered

$150,000,000 aggregate principal amount of 5.50% Convertible Subordinated Notes due 2009.

Interest

5.50% per annum on the principal amount, payable semiannually in arrears in cash on February 15 and August 15 of each year, commencing February 15, 2003. The first interest payment will include interest from August 5, 2002, the closing date.

Maturity date

August 15, 2009.

Conversion rights

The notes are convertible into common stock at the option of the holder at any time prior to redemption, repurchase or maturity at a conversion price of $39.30 per share, subject to adjustments in specified events. See “Description of notes—Conversion of the notes.”

Security

We have purchased and pledged to the trustee under the indenture, as security for the benefit of the trustee under the indenture and the ratable benefit of the holders of the notes, approximately $24.0 million of U.S. government securities, which will be sufficient upon receipt of scheduled principal and interest payments thereon, to provide for the payment in full of the first six scheduled interest payments due on the notes. The notes will otherwise not be secured. See “Description of notes—Security.”

Ranking

The notes (other than with respect to payments made toward the first six scheduled interest payments due on the notes, as described above under “Security”) are subordinated in right of payment to all existing and future senior indebtedness of Scios Inc. and are structurally subordinated to any indebtedness and other liabilities (including trade and other payables) of our subsidiaries. As of June 30, 2002, we had approximately $56.7 million of indebtedness that would have constituted senior indebtedness. The indenture governing the notes does not limit the amount of indebtedness, including senior indebtedness, that we or our subsidiaries may incur. See “Description of notes—Subordination of the notes.”

Optional redemption

At any time on or after August 19, 2005, we may redeem some or all of the notes at the declining redemption prices listed herein, plus accrued interest. See “Description of notes—Optional redemption by Scios.”

Repurchase at holder’s option

You may require us to repurchase your notes upon a change in control in cash, or at our option in shares of common stock, or a combination thereof, at 100% of the principal amount of the notes plus accrued and

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unpaid interest to, but excluding, the repurchase date. The number of shares of common stock will be equal to the repurchase price (to the extent not paid in cash) divided by 95% of the average closing sales prices of our common stock for the five trading day period immediately preceding and including the third trading day preceding the repurchase date. We may not have sufficient funds to pay the purchase price for all duly tendered notes upon a change in control.

Sinking fund

None.

Use of proceeds

The selling securityholders will receive all of the proceeds from the sale under this prospectus of the notes and the common stock issuable upon conversion of the notes. We will not receive any proceeds from these sales.

Nasdaq National Market symbol for common stock

SCIO

Trading

The notes will not be listed on any national securities exchange.

Risk factors

You should read the “Risk factors” section beginning on page 4 of this prospectus to ensure that you understand the risks associated with an investment in the notes or the common stock issuable upon conversion of the notes.

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the degree of clinical efficacy and safety;

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cost-effectiveness of Natrecor;

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its advantage over alternative treatment methods; and

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reimbursement policies of government and third party payers.

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sales of Natrecor beginning in August 2001;

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one-time sales of bulk FGF product and royalties from Fiblast Spray sales by Kaken in Japan;

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one-time signing fees from our corporate partners under agreements supporting the research, development and commercialization of our product candidates;

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one-time payments from our corporate partners when we achieved regulatory or development milestones;

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research funding from our corporate partners; and

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our psychiatric sales and marketing division, the operations of which we dissolved on March 31, 2001.

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costs and rate of progress expected in developing product candidates and obtaining regulatory approvals;

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costs of obtaining regulatory approvals for Natrecor in markets other than the United States and for additional indications in the United States;

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acquisition of technologies and other business opportunities that require financial commitments; or

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revenues from the commercialization of Natrecor and any other potential products.

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our success in selling Natrecor;

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the timing and realization of milestone and other payments from our corporate partners;

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the timing and amount of expenses relating to our research and development, product development and manufacturing activities; and

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the extent and timing of costs related to our activities to obtain patents on our inventions and to extend, enforce and/or defend our patents and other rights to our intellectual property.

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develop products that are safer or more effective than our product candidates;

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obtain FDA and other regulatory approvals or reach the market with their products more rapidly than we can, reducing the potential sales of our product candidates;

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devote greater resources to market or sell their products;

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adapt more quickly to new technologies and scientific advances;

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initiate or withstand substantial price competition more successfully than we can;

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have greater success in recruiting skilled scientific workers from the limited pool of available talent;

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more effectively negotiate third-party licensing and collaboration arrangements; and

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take advantage of acquisition or other opportunities more readily than we can.

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prohibit holders of less than ten percent of our outstanding capital stock from calling special meetings of stockholders;

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prohibit stockholder action by written consent, thereby requiring stockholder actions to be taken at a meeting of our stockholders; and

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establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

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increase our vulnerability to general adverse economic and industry conditions;

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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

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limit our flexibility in reacting to changes in our business and the industry in which we operate;

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place us at a competitive disadvantage compared with our competitors that have less debt; and

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limit, among other things, our ability to raise or borrow additional funds.

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variations in our quarterly operating results;

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changes in securities analysts’ estimates of our financial performance;

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changes in market valuations of similar companies;

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announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

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additions or departures of key personnel;

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future sales of common stock or debt securities;

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announcements by us or our competitors of technological innovations of new therapeutic products, clinical trial results and developments in patent or other proprietary rights;

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announcements regarding government regulations, public concern as to the safety of drugs developed by us or others or changes in reimbursement policies; and

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fluctuations in stock market price and volume, which are particularly common among securities of biopharmaceutical companies.

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In August 2001, we received final approval from the FDA to market Natrecor for the intravenous treatment of patients with acute CHF. We submitted an amendment to our New Drug Application, or NDA, for Natrecor to the FDA in January 2001. The FDA’s Cardiovascular and Renal Drugs Advisory Committee reviewed our amended NDA on May 25, 2001. The recommendation of that Committee was for unanimous approval of Natrecor. On July 10, 2001, we received from the FDA an approvable letter for Natrecor. The approvable letter was issued with two items to be completed: the pre-approval inspection of our facility and the final negotiations on the drug’s label. During July 2001, the District Office of the FDA completed the pre-approval inspection and recommended approval of the Natrecor NDA. During August 2001, the final negotiations on the drug’s label were completed.

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As of July 2002, Natrecor was being used in about 80% of the approximately 2,000-targeted academic and community hospitals where approximately 80% of the acute CHF patients in the United States are treated. In addition, to enhance our hospital and physician access, we have aggressively pursued contracts with group purchasing organizations, or GPOs. These GPOs contract for hundreds of member hospitals and, as a group, assist us in gaining access for Natrecor and our cardiovascular specialists in these hospitals. Currently, we have signed GPO arrangements with Amerinet, BroadLane, Consorta, Owen, PACT and Premier. In addition to GPO agreements, we believe Kaiser Permanente has put Natrecor on the formulary for many of its Northern and Southern California hospitals. We also recently finalized a purchasing agreement with the U.S. Veteran’s Administration, which allowed Natrecor to be placed on the Federal Supply Schedule.

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In April 2002, we announced that Natrecor has received an Ambulatory Payment Classification, or APC, pass-through code under the Hospital Outpatient Prospective Payment System from the Centers for Medicare & Medicaid Services. The pass-through payment code for Natrecor allows Medicare reimbursement for acute CHF patients with dyspnea, or shortness of breath, at rest or with minimal activity treated with Natrecor in an outpatient setting. The reimbursement code became effective April 1, 2002.

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In March 2002, we finalized the agreement with GSK to license Natrecor to GSK in all European markets. Under the terms of the agreement, GSK will have the rights to sell and distribute the product for which we received an up-front fee of approximately GB£ 3.5 million and may receive milestone payments totaling an additional GB£ 11.5 million, in addition to future royalties in the identified countries. The GB£ 3.5 million (which equaled approximately $4.9 million) we received in March 2002 has been recorded as deferred contract revenue. We will manufacture and supply the bulk product to

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In October 2001, we launched a nationwide registry to collect and analyze demographic and treatment data about patients hospitalized due to acute CHF. ADHERE, the Acute Decompensated HEart failure national REgistry, is expected to have a unique database of information on tens of thousands of patients gathered from approximately 300 U.S. hospitals over the next several years. We believe ADHERE will help clinicians better determine factors associated with improved clinical outcomes in acute CHF, the primary cause of more than one million hospital admissions in the U.S. each year. ADHERE should also provide comprehensive demographic and treatment data on a wide range of hospitalized heart failure patients. By tracking treatment of these patients over time, we hope to identify optimal treatment strategies and develop comprehensive acute CHF guidelines. As of July 23, 2002, over 12,000 patients had been enrolled in the ADHERE registry, which exceeds our original goal of enrolling 10,000 patients by year end.

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In January 2002, we initiated the FUSION, or Management of Patients with CHF After Hospitalization with Follow Up Serial Infusions Of Natrecor, study, a multi-center, randomized, open-label pilot study that will be conducted at approximately 40 U.S. sites and will enroll 210 patients. Patients will be randomized to receive either their usual long-term cardiac medications, with or without IV inotropes, or serial infusions of Natrecor in addition to their usual long-term cardiac medications, excluding IV inotropes. All treatment groups will have weekly outpatient visits, and Natrecor patients will receive infusions for four to six hours at each weekly visit. Patients will receive study treatment for 12 weeks, followed by a one-month follow up period. Data from the FUSION study are expected to be available in the first quarter of 2003. As of July 23, 2002, 135 patients had been enrolled in the study.

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In January 2001, we completed a Phase Ia clinical trial of SCIO-469 evaluating single doses in healthy volunteers. In April 2001, we completed a Phase Ib clinical trial in 20 healthy volunteers in which we evaluated the safety and tolerability of multiple doses of SCIO-469 over a two-week period. Based on the results of these trials, we filed an Investigational New Drug application with the FDA in November 2001 for a Phase II study with SCIO-469.

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In February 2002, we began enrollment in a Phase IIa clinical trial evaluating SCIO-469, our novel oral p38 kinase inhibitor, for the treatment of RA. This multi-center, randomized, placebo controlled clinical study will enroll 120 patients who have active RA and are receiving methotrexate. The main objective of the study is to evaluate the safety and tolerability of six escalating doses of SCIO-469 in RA patients. We expect to announce results from this study in the first quarter of 2003. As of July 23, 2002, 42 patients had been enrolled in the study.

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In July 2002, we announced the identification of SCIO-323, which we believe to be a more potent second generation p38 kinase inhibitor that is advancing through preclinical development.

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In March 2002, we added a new drug candidate to our pipeline that we believe could become the first oral inhibitor of TGF-beta. TGF-beta is a multifunctional cytokine, a signaling protein that is produced in a broad range of diseases characterized by unregulated scarring and eventual organ failure. Research has indicated that excessive activation of TGF-beta is involved in the development of scar tissue formation, which is thought to contribute to the progressive loss of function seen in a variety of

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In July 2002, we announced the lead indication for our TGF-beta compounds will be COPD.

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dilates veins, which decreases elevated pulmonary pressures, or preload;

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dilates arteries, which decreases the resistance against which the heart has to pump, or afterload;

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stimulates the kidney to excrete excess sodium, or natriuresis;

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stimulates the kidney to excrete excess fluid, or diuresis; and

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opposes many of the injurious consequences caused by the long-term elevation of hormones such as adrenalin, angiotension II, aldosterone and endothelin.

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unpredictable from patient to patient;

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very close to toxic degrees of hypotension; and

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associated with increased tolerance or loss of effectiveness.

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Natrecor produced a 20% decrease in PCWP at three hours, most of which occurred in the first 15 minutes, which was significantly better than the 7% decrease in PCWP at three hours for the placebo group;

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Natrecor improved shortness of breath significantly better than placebo;

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Natrecor decreased PCWP significantly faster and to a greater extent than IV nitroglycerin;

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Natrecor significantly improved breathing in patients receiving placebo plus standard active therapy; in contrast, IV nitroglycerin did not significantly improve breathing in patients receiving placebo plus standard active therapy;

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Natrecor-treated patients had significantly fewer adverse events than either placebo or IV nitroglycerin patients;

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acute CHF patients experiencing active ischemia, which is impaired blood flow to the heart, showed no significant difference in adverse side effects with respect to Natrecor, compared to placebo or nitroglycerin; and

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patients receiving Natrecor did not develop tolerance to the drug over time, and consequently, the effects of Natrecor were sustained through 24 hours at the same dosage.

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Natrecor produced fewer cardiac arrythmias than dobutamine; and

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use of Natrecor was associated with fewer deaths than the use of dobutamine.

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Maximizing the near-term commercial opportunities for Natrecor.    Natrecor is the first drug to be approved by the FDA for the treatment of acute CHF in over a decade. Since FDA approval of Natrecor in August 2001, we have built a focused 189-person sales force dedicated to establishing Natrecor as the standard of care. We also expect to begin marketing Natrecor in Europe in 2004 in collaboration with GSK.

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Expanding the commercial opportunities for Natrecor.    We plan to expand the market opportunities for Natrecor including its use in additional clinical settings. In April 2002, we announced that Natrecor has received an Ambulatory Payment Classification, or APC, passthrough code under the Hospital Outpatient Prospective Payment System from the Centers for Medicare & Medicaid Services. We also plan to pursue additional clinical settings for Natrecor including its use in serial outpatient infusions. For example, in January 2002 we initiated the FUSION study, a multi-center, randomized, open-label pilot study that will be conducted at approximately 40 U.S. sites and will enroll 210 patients.

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Advancing the development of our small molecule therapeutics program.    We plan to continue to add state-of-the-art technologies to enhance our ability to develop small molecule therapeutics in addition to our traditional strengths in developing protein therapeutics. The major advantages of small molecule therapeutics are the potential for oral administration, the ability to adjust dosing to maximize efficacy and minimize toxicity and the ease and cost of manufacturing. We recently began Phase IIa trials of SCIO-469, an oral, small molecule inhibitor of p38 kinase that we are developing for the treatment of RA. In addition, we are pursuing the development of oral small molecule inhibitors of the TGF-beta receptor for a broad range of clinical indications, the first of which will be COPD.

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Broadening our product portfolio through license or acquisition.    We believe that we can leverage our Natrecor-dedicated sales force by marketing additional products to the acute care market. We are evaluating the licensing or acquisition of additional product candidates, several of which are in the areas of cardiovascular and inflammatory disease. We may also acquire additional technologies or businesses that we believe will enhance our research and development capabilities.

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Collaborating selectively with biotechnology and pharmaceutical companies.    As we expand certain aspects of our development pipeline, we intend to partner with biotechnology and pharmaceutical companies in order to gain access to additional research and development or marketing expertise. Our approach to partnership will be on a selective basis, seeking to maintain the highest possible value of our product candidates. In order to accomplish this task, we intend to delay partnering of any product until its clinical utility has been established.

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advance our technology platforms;

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license additional technology;

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maintain a proprietary position in our technologies and products;

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obtain required government and other public and private approvals on a timely basis;

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attract and retain key personnel; and

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enter into corporate partnerships.

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that the interest payable upon redemption or repurchase, unless the date of redemption or repurchase is an interest payment date, will be payable to the person to whom principal is payable; and

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as set forth in the next succeeding paragraph.

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if the note, or portion of the note, has been called for redemption on a redemption date that occurs during that period, or is to be repurchased on a repurchase date, as defined below, that occurs during that period, then Scios will not be required to pay interest on that interest payment date in respect of any note, or portion of any note, that is so redeemed or repurchased; or

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if otherwise, any note or portion of any note that is not called for redemption that is submitted for conversion during that period must be accompanied by funds equal to the interest payable on that interest payment date on the principal amount so converted.

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by check mailed to the address of the person entitled to the interest as it appears in the note register; provided that a holder of notes with an aggregate principal amount in excess of $2 million will, at the written election of the holder, be paid by wire transfer in immediately available funds; or

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by transfer to an account maintained by that person located in the United States.

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any reclassification or change of the common stock; or

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a consolidation, merger or combination involving Scios; or

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a sale or conveyance to another person of the property and assets of Scios as an entirety or substantially as an entirety;

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an event of default under the notes or the indenture governing the notes occurs and is continuing; and

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the trustee or the holders of 25% in aggregate principal amount of the notes accelerate the notes by declaring the principal amount of the notes to be immediately due and payable (by written consent, at a meeting of note holders or otherwise), except for the occurrence of an event of default relating to our bankruptcy, insolvency or reorganization or that of any of our significant subsidiaries, upon which the notes will be accelerated automatically, then the proceeds from the pledged U.S. government securities will be promptly released for payment to the note holders, subject to the automatic stay provisions of bankruptcy law, if applicable.

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first, to any accrued and unpaid interest on the notes; and

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second, to the extent available, to the repayment of a portion of the principal amount of the notes.

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an amount equal to the interest payment due on the third interest payment plus any additional interest accrued on the missed third interest payment would be distributed from the pledge account as accrued interest; and

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the balance of the proceeds of the pledge account would be distributed as a portion of the principal amount of the notes.

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such shares have been registered under the Securities Act of 1933 or are freely transferable without such registration;

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the issuance of common stock does not require registration or qualification with or approval of any governmental authority under any state law or any other federal law, which registration or qualification or approval has not been made or obtained;

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such shares have been approved for quotation on the Nasdaq National Market or listing on a national securities exchange; and

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such shares will be issued out of our authorized but unissued common stock and upon issuance, will be duly and validly issued and fully paid and non-assessable and free of any preemptive rights.

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any person or group is or becomes the beneficial owner of more than 50% of the voting power of our outstanding securities entitled to generally vote for directors;

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we consolidate with or merge into any other person or any other person merges into Scios or we convey, transfer or lease all or substantially all of our assets to another person other than our subsidiaries and, as a result, our outstanding common stock is changed or exchanged for other assets or securities, unless our shareholders immediately before the transaction own, directly or indirectly, immediately following the transaction more than 50% of the combined voting power of the person resulting from the transaction or the transferee person; or

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our liquidation or dissolution.

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the last sale price of our common stock for any five trading days within

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the period of ten consecutive trading days immediately after the later of the change in control or the public announcement of the change in control, in the case of a change in control resulting solely from a change in control under the first and second bullet points above; or

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the period of ten consecutive trading days immediately preceding the change in control, in the case of a change in control under the third bullet point above;

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in the case of a merger or consolidation, all of the consideration excluding cash payments for fractional shares in the merger or consolidation constituting the change in control consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market (or which will be so traded or quoted when issued or exchanged in connection with such change in control) and as a result of such transaction or transactions the notes become convertible solely into such common stock.

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a merger, consolidation or tender offer;

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the assumption of control by a holder of a large block of our shares; and

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the removal of incumbent management.

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a default in the payment of principal, premium, if any, interest or other obligations in respect of designated senior indebtedness occurs and is continuing beyond any applicable period of grace (a “payment default”); or

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any other default occurs and is continuing with respect to designated senior indebtedness that permits holders of the designated senior indebtedness to which such default relates to accelerate its maturity and the trustee receives a notice of such default, which we refer to as a payment blockage notice, from us or any other person permitted to give this notice under the indenture.

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in the case of a payment default, when the default is cured or waived or ceases to exist; and

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in the case of a nonpayment default, the earlier of when such nonpayment default is cured or waived or ceases to exist or 179 days after receipt of the payment blockage notice.

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in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements and any loans or advances from banks, whether or not evidenced by notes or similar instruments; or

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evidenced by bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to all of our assets or to only a portion thereof, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

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issue, authenticate or register the transfer of or exchange any note during a period beginning at the opening of business 10 business days before the mailing of a notice of redemption and ending at the close of business on the day of the mailing; or

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register the transfer of or exchange any note selected for redemption, in whole or in part, except the unredeemed portion of notes being redeemed in part.

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the successor, if any, is a corporation organized under the laws of the United States or any state thereof or the District of Columbia;

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the successor assumes our obligations under the notes and the indenture;

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immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

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certain other conditions are met as set forth in the indenture.

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change the stated maturity or the maturity date of the notes;

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reduce the principal, premium, if any, or interest on the notes;

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change the place of payment from New York, New York or the currency in which the notes are payable;

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impair the right to sue for any payment after the stated maturity, the maturity date or redemption date;

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modify the subordination provisions in an adverse manner to the holders;

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adversely affect the right to convert the notes other than as provided in or under the indenture;

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change the provisions in the indenture that relate to modifying or amending the indenture; or

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reduce the percentage in principal amount of the outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults.

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to cure any ambiguity, omission, defect or inconsistency;

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to provide for uncertificated notes in addition to or in place of certificated notes;

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to provide for the assumption of our obligations to holders of the notes in the case of a merger or consolidation or sale of all or substantially all of our assets;

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to reduce the conversion price;

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to make any change that would provide any additional rights or benefits to the holder of the notes or that does not adversely affect the legal rights under the indenture of any such holder; or

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to comply with the requirements of the SEC in order to maintain the qualification of the indenture under the Trust Indenture Act or 1939, as amended.

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we fail to pay principal, premium or interest on any note when due;

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we fail to convert any note into common stock; or

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we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.

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a majority of our directors who are not affiliated with the related person and who became directors prior to the time that the related person became a related person, approve the transaction, or

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certain minimum price criteria and procedural safeguards are satisfied.

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our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder prior to the date that the stockholder became an interested stockholder;

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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

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at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

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any merger or consolidation of Scios or of any of our direct or indirect majority-owned subsidiaries with the interested stockholder or with any corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and, as a result of the merger or consolidation, the prohibitions above do not apply to the surviving entity;

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any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of our assets or of any of our direct or indirect majority-owned subsidiaries involving the interested stockholder;

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subject to certain exceptions, any transaction that results in the issuance or transfer by us or by any of our direct or indirect majority-owned subsidiaries of our stock or the stock of any of our direct or indirect majority-owned subsidiaries to the interested stockholder;

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any transaction involving Scios or any of our direct or indirect majority-owned subsidiaries that has the effect of, directly or indirectly, increasing the proportionate share of the stock of any class or series or securities convertible into the stock of any class or series of Scios beneficially owned by the interested stockholder; or

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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through Scios or any of our direct or indirect majority-owned subsidiaries.

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*

Less than one percent.

(1)

Consists of shares of common stock issuable upon conversion of the notes, assuming the initial conversion price of $39.30 per share and a cash payment in lieu of any fractional share interests. The conversion price is subject to adjustment as described under “Description of notes—Conversion of the notes.”

(2)

Includes shares of common stock issuable upon conversion of the notes, assuming the initial conversion price of $39.30 per share and a cash payment in lieu of any fractional share interests. The conversion price is subject to adjustment as described under “Description of notes—Conversion of the notes.”

(3)

Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of 1934, as amended, using 46,614,473 shares outstanding as of June 30, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s notes. However, we did not assume the conversion of any other holder’s notes.

(4)

SG Cowen Securities Corporation is a broker-dealer and was an initial purchaser of the notes that received customary compensation for such services.

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fixed prices,

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prevailing market prices at the time of sale,

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prices related to the prevailing market prices,

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varying prices determined at the time of sale, or

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negotiated prices.

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for the common stock, on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale, including the Nasdaq National Market,

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in the over-the-counter market,

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otherwise than on such exchanges or services or in the over-the-counter market,

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through the writing of options, whether the options are listed on an options exchange or otherwise, or

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through the settlement of short sales.

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the specific notes or common stock to be offered and sold,

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the names of the selling securityholders,

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the respective purchase prices and public offering prices and other material terms of the offering,

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the names of any participating agents, broker-dealers or underwriters, and

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any applicable commissions, discounts, concessions and other items constituting, compensation from the selling securityholders.

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our Annual Report on Form 10-K for the year ended December 31, 2001, filed with the SEC on March 15, 2002;

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the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2001, from our Proxy Statement for our 2002 Annual Meeting of Stockholders, filed with the SEC on March 21, 2002;

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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002, filed with the SEC on May 2, 2002 and August 14, 2002, respectively;

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our Current Reports on Form 8-K filed with the SEC on July 26, 2002 and August 6, 2002; and

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the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on June 19, 1990, including any amendments or reports filed to update such information.

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Estimated

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