<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
FOR THE FISCAL YEAR COMMISSION FILE NUMBER:
ENDED: 0-26234
JUNE 30, 1996
</TABLE>
------------------------
METRA BIOSYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 33-0408436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
265 NORTH WHISMAN ROAD,
MOUNTAIN VIEW, CA 94043-3911
(Address of Registrant's (Zip code)
principal executive offices)
</TABLE>
(415) 903-9100
(Registrant's telephone number including area code)
------------------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. /X/ Yes / / No.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
At August 30, 1996, there were 12,599,852 shares of Common Stock
outstanding. The aggregate market value of the voting stock held by
non-affiliates of the registrant was $48,040,834 based upon the closing price of
the Common Stock at August 30, 1996 on The Nasdaq National Market. Shares of
Common Stock held by each officer and director and each person who owns 5% or
more of the outstanding Common Stock have been excluded from this computation in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
DOCUMENTS INCORPORATED BY REFERENCE
None.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
The undersigned Registrant hereby amends Part III of its Annual Report on
Form 10-K for the fiscal year ended June 30, 1996, as set forth below:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
directors of the Company as of August 31, 1996:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- -------------------------------------------------- --- ---------------------------------------- ---------------
<S> <C> <C> <C>
Costa G. Sevastopoulos, Ph.D...................... 53 Chairman of the Board of Directors 1990
George W. Dunbar, Jr.............................. 50 President, Chief Executive Officer and 1991
Director
Claude D. Arnaud, M.D............................. 66 Director 1990
John L. Castello.................................. 60 Director 1993
Mary Lake Polan, M.D., Ph.D....................... 52 Director 1992
Leonard D. Schaeffer.............................. 50 Director 1992
Craig C. Taylor................................... 45 Director 1991
Samuel Urcis...................................... 61 Director 1990
</TABLE>
There are no family relationships among any of the directors or executive
officers of the Company.
DR. SEVASTOPOULOS has served as the Company's Chairman of the Board since
July 1990 and was the Company's acting President and Chief Executive Officer
from July 1990 until July 1991. He co-founded Delphi BioVentures, a venture
capital firm specializing in the financing of early stage biomedical companies,
which is a shareholder of the Company, where he served as a general partner from
1988 to 1994. Dr. Sevastopoulos received a B.S. in physics from the University
of Athens, Greece, an M.S. in electrical engineering from the California
Institute of Technology, an M.B.A. from INSEAD, France and a Ph.D in molecular
biology from the University of California at Berkeley.
MR. DUNBAR joined the Company as President, Chief Executive Officer and
Director in July 1991. Prior to joining the Company, he was the Vice President
of Licensing and Business Development of the Ares-Serono Group ("Ares-Serono"),
a Swiss health care company that markets pharmaceutical, diagnostic and
veterinary products worldwide, from 1988 until 1991, where he established a
licensing and acquisition group for its health care divisions. From 1974 until
1987, he held various senior management positions with Amersham International
("Amersham"), a health care and life sciences company, where he most recently
served as Vice President for its Life Sciences business in North America. Mr.
Dunbar also served as Amersham's General Manager of Pacific Rim markets and
Eastern Regional operations and, prior to that, he managed the international
marketing of Amersham's medical and industrial radioisotopes. Mr. Dunbar also
serves as a director of Metra Biosystems (U.K.) Ltd., the Company's wholly owned
subsidiary, and DepoTech Corporation, a life-sciences company. Mr. Dunbar holds
a B.S. in electrical engineering and an M.B.A. from Auburn University and sits
on the Auburn School of Business M.B.A. Advisory Committee.
DR. ARNAUD is a co-founder of the Company and Chairman of its Scientific
Advisory Board and joined the Company's Board of Directors in July 1990. Since
1981, Dr. Arnaud has been affiliated with the University of California at San
Francisco ("UCSF") and is currently Professor of Medicine and Physiology,
Director of Programs in Osteoporosis and Bone Biology and Director of the Center
for Osteoporosis and Metabolic Bone Disease at UCSF. Dr. Arnaud has served on
several editorial advisory boards, including the Journal of Bone and Mineral
Research, Calcified Tissue International, Bone, and Osteoporosis International.
He is a founder and former president of the American Society of Bone and Mineral
Research and is a recipient of that society's William F. Newman Award for
excellence in research and
2
<PAGE>
teaching. Dr. Arnaud received his B.A. in medicine from Columbia College, his
M.D. from New York Medical College, and completed postdoctoral work at the
University of Wisconsin.
MR. CASTELLO joined the Company's Board of Directors in July 1993. He is the
Chairman, President and Chief Executive Officer of XOMA Corporation ("XOMA"), a
human therapeutics and biotechnology company. Prior to joining XOMA in 1992, Mr.
Castello was with Ares-Serono where he served as President and Chief Operating
Officer from 1988 to 1992. Mr. Castello is also a director of Cholestech
Corporation, a medical diagnostics company. Mr. Castello holds a B.S. in
mechanical and industrial engineering from the University of Notre Dame.
DR. POLAN has served as a member of the Company's Board of Directors since
August 1992. She is Chairman of the Department of Gynecology and Obstetrics at
Stanford University School of Medicine, which she joined in 1990. From 1985 to
1990, Dr. Polan was an Associate Professor in the Department of Obstetrics and
Gynecology at Yale University. In 1991, Dr. Polan served as Co-chair of the Task
Force of Opportunities form Women's Health of the National Institutes of Health.
She has been a member of the Board of Health Sciences Policy of the Institute of
Medicine, a unit of the National Academy of Sciences, since 1992. Dr. Polan is
also a director of Quidel Corporation, a human diagnostics company, Gynecare,
Inc., a medical device company, and American Home Products, a pharmaceutical and
consumer products company. Dr. Polan received her B.A. in chemistry from
Connecticut College and is also a graduate of Yale University, where she
received a doctorate degree in biophysics and biochemistry and her M.D.
MR. SCHAEFFER joined the Company's Board of Directors in November 1992. He
is the Chairman and Chief Executive Officer of Blue Cross of California, which
he joined in 1986, and has been Chairman and Chief Executive Officer of
WellPoint Health Networks, a health care company, since 1992. Mr. Schaeffer is
also a director of Allergan, Inc., a health care firm and Blue Cross and Blue
Shield Association, a health care trade association. Mr. Schaeffer received an
A.B. in economics from Princeton University.
MR. TAYLOR joined the Company's Board of Directors in August 1991. He joined
Asset Management Company in 1977 and is a general partner of Asset Management
Associates and associated private venture capital partnerships, one of which is
a shareholder of the Company. He also serves as a director of Lynx Therapeutics,
Inc., and Pharmacyclics, Inc., which are human therapeutics companies. Mr.
Taylor received a B.S. and M.S. in physics from Brown University and his M.B.A.
from Stanford University.
MR. URCIS joined the Company's Board of Directors in July 1990. He
co-founded Alpha Partners, which is a venture capital firm and which is a
shareholder of the Company, where he has served as a general partner since 1982.
He received a B.S. in engineering from the University of California at Los
Angeles.
3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table shows the compensation received in the fiscal year ended
June 30, 1996 by the Company's Chief Executive Officer and the Company's other
four most highly paid executive officers who earned in excess of $100,000 during
the fiscal year ended June 30, 1996 (collectively, the "Named Executive
Officers"), and the compensation received by certain of such individuals for the
Company's prior two fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------
AWARDS
-------------- PAYOUTS
ANNUAL COMPENSATION SECURITIES ----------------
FISCAL ------------------------ UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS* COMPENSATION(1)
- --------------------------------------------- ----------- ---------- ------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
George W. Dunbar, Jr. ....................... 1996 $ 200,081 $ 40,000(2) 265,000(4) $ 1,894
President and Chief Executive Officer 1995 $ 179,583 -- -- $ 30,170
1994 $ 169,569 $ 40,000(3) -- $ 166,367
Kurt E. Amundson ............................ 1996 $ 71,913 $ 20,000 150,000(6) $ 245
Vice President and Chief Financial
Officer(5)
Ronald T. Steckel ........................... 1996 $ 165,081 $ 10,000(2) 100,000(7) $ 15,121
Senior Vice President 1995 $ 149,011 -- -- $ 27,743
1994 $ 135,386 -- -- $ 29,714
Colette Z. Andrea ........................... 1996 $ 180,081 $ 10,000(2) 62,500(8) $ 18,018
Vice President, Marketing and Sales(7) 1995 $ 145,833 -- -- $ 60,144
John F. Coombes ............................. 1996 $ 112,212 -- 18,000(10) $ 14,829
Vice President, International(9) 1995 $ 93,228 -- 8,333 $ 10,776
</TABLE>
- ------------------------
* Includes options repriced in the fiscal year ending June 30, 1997.
(1) Amounts reported for fiscal year 1996 consist of: (i) forgiveness of
amounts due under loans from the Company to assist in the purchase of homes
in connection with relocations (Mr. Dunbar $1,159, Mr. Steckel $14,482, Ms.
Andrea $17,392) (ii) premiums paid on life and accidental death and
dismemberment insurance policies for the officer's benefit (Mr. Dunbar $735,
Mr. Amundson $245, Mr. Steckel $638, Ms. Andrea $626 and Mr. Coombes $712)
(iii) car allowance (Mr. Coombes $14,117).
Amounts reported for fiscal year 1995 consist of: (i) forgiveness of amounts
due under loans from the Company to assist in the purchase of homes in
connection with relocations (Mr. Dunbar $28,015, Mr. Steckel $23,181, Ms.
Andrea $11,595) (ii) housing allowance associated with the purchases of
homes in California (Mr. Dunbar $1,485, Mr. Steckel $4,000, Ms. Andrea
$48,225) (iii) premiums paid on life and accidental death and dismemberment
insurance policies for the officer's benefit (Mr. Dunbar $670, Mr. Steckel
$562, Ms. Andrea $324 and Mr. Coombes $303) (iv) car allowance (Mr. Coombes
$9,735).
Amounts reported for fiscal year 1994 consist of: (i) forgiveness of amounts
due under loans from the Company to assist in the purchase of homes in
connection with relocations (Mr. Dunbar $28,015 and Mr. Steckel $23,181)
(ii) housing allowance associated with the purchases of homes in California
4
<PAGE>
(Mr. Dunbar $17,816 and Mr. Steckel $6,000) (iii) $119,850 paid to Mr.
Dunbar in connection with his relocation (iv) premiums paid on life and
accidental death and dismemberment insurance policies for the officer's
benefit (Mr. Dunbar $686 and Mr. Steckel $533).
(2) The amount of this bonus, which was paid in fiscal 1996, was based upon the
individual's performance in fiscal 1995.
(3) The amount of Mr. Dunbar's bonus, which was paid in fiscal 1994, was based
in part upon his performance in fiscal 1993.
(4) In connection with option repricings on January 31, 1996 and August 21,
1996, options granted to Mr. Dunbar to purchase 170,000 shares of Company
Common Stock were cancelled. See "Option/ SAR Grants in Last Fiscal Year"
below.
(5) Mr. Amundson joined the Company in January 1996.
(6) In connection with an option repricing on August 21, 1996, an option
granted to Mr. Amundson to purchase 75,000 shares of Company Common Stock
was cancelled. See "Option/SAR Grants in Last Fiscal Year."
(7) In connection with option repricings on January 31, 1996 and August 21,
1996, options granted to Mr. Steckel to purchase 62,500 shares of Company
Common Stock were cancelled. See "Option/SAR Grants in Last Fiscal Year."
(8) In connection with an option repricing on January 31, 1996, an option
granted to Ms. Andrea to purchase 25,000 shares of Company Common Stock was
cancelled. See "Option/SAR Grants in Last Fiscal Year."
(9) Information for 1994 not required under Securities and Exchange Commission
rules.
(10) Includes 9,000 shares underlying repriced options, the exercise price of
which was adjusted on August 21, 1996 from $14.75 per share to $5.00 per
share. Mr. Coombes currently holds options to purchase 9,000 shares of
Company Common Stock at an exercise price of $5.00 per share.
Mr. Dunbar has entered into an agreement with the Company dated May 24, 1991
which provides that in the event his employment with the Company is terminated
by the Company without cause, he will be entitled to receive his monthly base
salary and benefits for each month he is unable to find suitable employment
while seeking such employment in good faith, but in no event will such payments
continue for less than three months nor more than twelve months.
Mr. Amundson has entered into an agreement with the Company dated January 2,
1996 which provides that in the event that his employment with the Company is
terminated by the Company without cause, he will be entitled to receive his
monthly base salary and benefits for each month he is unable to find suitable
employment while seeking such employment in good faith, but in no event will
such payments continue for more than six months.
Mr. Steckel has entered into an agreement with the Company dated February 1,
1992 which provides that in the event that his employment with the Company is
terminated by the Company without cause, he will be entitled to receive his
monthly base salary and benefits for each month he is unable to find suitable
employment while seeking such employment in good faith, but in no event will
such payments continue for more than six months.
5
<PAGE>
The following table provides certain information with respect to stock
options granted to the Named Executive Officers in the last fiscal year. In
addition, as required by Securities and Exchange Commission rules, the table
sets forth the hypothetical gains that would exist for the options based on
assumed rates of annual compound stock price appreciation during the option
term.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
---------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARS EXERCISE ANNUAL RATES OF STOCK
SECURITIES GRANTED TO OR BASE PRICE APPRECIATION
UNDERLYING EMPLOYEES IN PRICE FOR OPTION TERM(2)
OPTIONS/SARS (%) PER SHARE EXPIRATION ------------------------
NAME GRANTED (#) FISCAL YEAR* ($/SH) DATE 5% ($) 10% ($)
- -------------------------------- ------------- ----------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
George W. Dunbar, Jr............ 20,000(3) 2.17 $ 14.50 07/2005 182,379 462,185
75,000(4) 8.15 $ 17.25 12/2005 813,632 2,061,904
75,000(3) 8.15 $ 15.25 01/2006 719,298 1,822,843
95,000 N/A $ 5.00 08/2006 298,723 757,027
Kurt E. Amundson................ 75,000(3) 8.15 $ 14.75 01/2006 695,714 1,763,078
75,000 N/A $ 5.00 08/2006 235,834 597,653
Ronald T. Steckel............... 12,500(3) 1.36 $ 14.50 07/2005 113,987 288,866
25,000(4) 2.72 $ 17.25 12/2005 271,211 687,301
25,000(3) 2.72 $ 15.25 01/2006 239,766 607,614
37,500 N/A $ 5.00 08/2006 117,917 298,827
Colette Z. Andrea............... 12,500 1.36 $ 14.50 07/2005 113,987 288,866
25,000(4) 2.72 $ 17.25 12/2005 271,211 687,301
25,000 2.72 $ 15.25 01/2006 239,766 607,614
John F. Coombes................. 5,000(3) 0.54 $ 14.50 07/2005 45,595 115,546
4,000(3) 0.43 $ 14.75 01/2006 37,105 94,031
9,000 N/A $ 5.00 08/2006 28,300 71,718
</TABLE>
- ------------------------
* No figure stated for options granted in the fiscal year ending June 30,
1997.
(1) Options vest ratably on an annual basis over four years. The options have a
ten-year term, but are subject to earlier termination in connection with
termination of employment.
(2) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their terms, assuming the specified compounded rates of
appreciation of the market price per share from the date of grant to the end
of the option term. Actual gains, if any, on stock option exercise are
dependent upon a number of factors, including the future performance of the
Common Stock and the timing of option exercises, as well as the optionee's
continued employment through the vesting period. There can be no assurance
that the amounts reflected in this table will be achieved.
(3) This option was cancelled on August 21, 1996.
(4) This option was cancelled on January 31, 1996.
6
<PAGE>
The following table sets forth certain information with respect to stock
options exercised by the Named Executive Officers during the last fiscal year.
In addition, the table sets forth the number of shares covered by stock options
as of June 30, 1996, and the value of "in-the-money" stock options, which
represents the positive spread between the exercise price of a stock option and
the market price of the shares subject to such option on June 30, 1996.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY
SHARES FISCAL YEAR END OPTIONS/SARS AT
ACQUIRED ON VALUE (#) EXERCISABLE/ FISCAL YEAR END ($)
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---------------------------------------- --------------- ------------- ----------------- --------------------------
<S> <C> <C> <C> <C>
George W. Dunbar, Jr.................... -- -- 4,583/90,417(2) --/--
Kurt E. Amundson........................ -- -- 0/75,000(3) --/--
Ronald T. Steckel....................... -- -- 2,864/34,636(4) --/--
Colette Z. Andrea....................... -- -- 2,864/34,636 --/--
John F. Coombes......................... 390 5,760 7,629/14,314(5) 29,925/29,049
</TABLE>
- ------------------------
(1) Based on the $5.50 per share closing price of the Company's Common Stock on
The Nasdaq National Market on June 30, 1996, less the exercise prices.
(2) Option was cancelled subsequent to June 30, 1996 in connection with an
option repricing on August 21, 1996. The new option has an exercise price of
$5.00 per share, and its value at fiscal year end (had the repricing
occurred prior to fiscal year end) is $47,500.
(3) Option was cancelled subsequent to June 30, 1996 in connection with an
option repricing on August 21, 1996. The new option has an exercise price of
$5.00 per share, and its value at fiscal year end (had the repricing
occurred prior to fiscal year end) is $37,500.
(4) Option was cancelled subsequent to June 30, 1996 in connection with an
option repricing on August 21, 1996. The new option has an exercise price of
$5.00 per share, and its value at fiscal year end (had the repricing
occurred prior to fiscal year end) is $18,750.
(5) Option was cancelled subsequent to June 30, 1996 in connection with an
option repricing on August 21, 1996. The new option has an exercise price of
$5.00 per share, and its value at fiscal year end (had the repricing
occurred prior to fiscal year end) is $4,500.
7
<PAGE>
The following table sets forth certain information as of September 30, 1996
with respect to the repricing of certain stock options held by the Company's
executive officers.
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES MARKET LENGTH OF
UNDERLYING PRICE OF EXERCISE ORIGINAL
OPTIONS/ STOCK AT PRICE AT OPTION TERM
SAR'S TIME OF TIME OF NEW REMAINING AT
REPRICED OR REPRICING OR REPRICING OR EXERCISE DATE OF
AMENDED AMENDMENT AMENDMENT PRICE REPRICING OR
NAME DATE (#) ($) ($) ($) AMENDMENT
- ---------------------------------------- --------- ----------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
George W. Dunbar, Jr.(1)(2) ............ 1/31/96 75,000 15.25 17.25 15.25 47 mos.
President and CEO 8/21/96 20,000 5.00 14.50 5.00 35 mos.
8/21/96 75,000 5.00 15.25 5.00 41 mos.
Kurt E. Amundson(2) .................... 8/21/96 75,000 5.00 14.75 5.00 41 mos.
Vice President and CFO
Ronald T. Steckel(1)(2) ................ 1/31/96 25,000 15.25 17.25 15.25 47 mos.
Senior Vice President 8/21/96 12,500 5.00 14.50 5.00 35 mos.
8/21/96 25,000 5.00 15.25 5.00 41 mos.
Colette Z. Andrea(1) ................... 1/31/96 25,000 15.25 17.25 15.25 47 mos.
Vice President, Marketing and Sales
John F. Coombes(1)(2) .................. 8/21/96 5,000 5.00 14.50 5.00 35 mos.
Vice President, International 8/21/96 4,000 5.00 14.75 5.00 41 mos.
Victor Liu, Ph.D(1)(2) ................. 1/31/96 32,500 15.25 17.25 15.25 45 mos.
Vice President, Research and 8/21/96 32,500 5.00 15.25 5.00 41 mos.
Development
</TABLE>
- ------------------------
(1) In order to reincentivize certain of its employees, in February 1996 the
Board of Directors approved an option exchange for all employees holding
options with an exercise price in excess of $15.25 entitling each such
employee to cancel their outstanding options in exchange for new options
with an exercise price of $15.25 per share, the fair market value of the
Company's stock on the date of Board approval. The new options were subject
to a new four-year vesting schedule.
(2) In order to reincentivize its employees, in August 1996 the Board of
Directors approved an option exchange for all options granted during the
fiscal year entitling each employee holding such an option to cancel such
option in exchange for new options with an exercise price of $5.00 per
share, the fair market value of the Company's stock on the date of Board
approval. The new options are subject to a new four-year vesting schedule.
The exchange was effective August 21, 1996.
8
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934
THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE
OR IN PART, THE FOLLOWING REPORT AND THE STOCK PERFORMANCE GRAPH WHICH FOLLOWS
SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following is a report of the Compensation Committee of the Board of
Directors (the "Committee") describing the compensation policies applicable to
the Company's executive officers during the fiscal year ended June 30, 1996. The
Committee is responsible for establishing and monitoring the general
compensation policies and compensation plans of the Company, as well as the
specific compensation levels for executive officers. It also makes
recommendations to the Board of Directors concerning the granting of options
under the Company's 1990 Incentive Stock Plan and 1995 Stock Option Plan.
Executive officers who are also directors have not participated in deliberations
or decisions involving their own compensation.
GENERAL POLICIES
The Company's compensation policies are designed to link the executive
officers' compensation to the annual and long-term performance of the Company
and to provide compensation that is competitive with the compensation paid to
other executives in the industry and that will attract and retain superior
talent and reward performance. The compensation mix reflects a balance of annual
cash payments, consisting of annual base salary payments and incentive bonus
payments, and long-term stock-based incentives in the form of stock options. The
emphasis in incentive compensation is placed on the more strategic stock-based
options which more closely align the financial interests of the Company's
employees with those of its shareholders.
BASE SALARIES
The salary component of executive compensation is based on the executive's
level of responsibility for meeting Company objectives and performance, and
comparable to similar positions in the Company and to comparable companies. Base
salaries for executives are reviewed and adjusted annually based on information
regarding competitive salaries, the results of industry compensation surveys,
individual experience and performance.
CASH BONUSES
The Company's incentive program for executive officers provides direct
financial incentives in the form of cash bonuses. Specific individual
performance was taken into account in determining bonuses, including meeting
Company goals and individual performance objectives.
STOCK OPTIONS
The Company's 1995 Stock Option Plan provides for the issuance of stock
options to officers and employees of the Company to purchase shares of the
Company's Common Stock at an exercise price equal to the fair market value of
such stock on the date of grant. The Company's stock options typically vest over
a 48-month period in increments of 12.5% after the initial six months and
approximately 2% per month thereafter.
The Company's compensation policies recognize the importance of stocks
ownership by senior executives and stock options are an integral part of each
executive's compensation. The Committee believes that the opportunity for stock
appreciation through stock options which vest over time promotes the
relationship between long-term interests of executive officers and shareholders.
The size of specific
9
<PAGE>
grants takes into account the executive officer's salary, number of options
previously granted, as well as contributions to the Company's success.
In order to reincentivize certain Metra employees, and as more fully
detailed in the Ten-Year Option/ SAR Repricings table set forth above, in
January 1996 such employees were given an opportunity to cancel their
outstanding options in exchange for new options with an exercise price of $15.25
per share, the fair market value of the Company's stock on the date of Board
approval. The new options were subject to a new four-year vesting schedule. The
exchange was effective January 31, 1996.
In order to reincentivize Metra employees, and as more fully detailed in the
Ten-Year Option/SAR Repricings table set forth above, in August 1996 all
employees receiving options during fiscal 1996 were given an opportunity to
cancel such options in exchange for new options with an exercise price of $5.00
per share, the fair market value of the Company's stock on the date of Board
approval. The new options are subject to a new four-year vesting schedule. The
exchange was effective August 21, 1996.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
George W. Dunbar has served as the Company's President and Chief Executive
Officer since July 1991. His base salary for fiscal 1996 was $200,081. Other
compensation paid to Mr. Dunbar included relocation allowances which were
included as part of his original employment agreement.
The factors discussed above in "Base Salaries," "Cash Bonuses", and "Stock
Options" were also applied in establishing the amount of Mr. Dunbar's salary and
stock option grant. Significant factors in establishing Mr. Dunbar's
compensation were the Company's product sales growth rate, the clearance of
510(k) applications with the U.S. Food and Drug Administration for four
products, the successful completion of the Company's initial public offering and
follow-on public offering, and the successful establishment of certain business
development relationships.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four other
most highly compensated executive officers, unless such compensation meets the
requirements for the "performance-based" exception to the general rule. Since
the cash compensation paid by the Company to each of its executive officers is
expected to be well below $1 million and the Committee believes that options
granted under the Company's 1995 Stock Option Plan will meet the requirements
for qualifying as performance-based, the Committee believes that this section
will not affect the tax deductions available to the Company. It will be the
Committee's policy to qualify, to the extent reasonable, the executive officers'
compensation for deductibility under applicable tax law.
Compensation Committee: Costa G. Sevastopoulos, Ph.D., Craig C. Taylor,
Samuel Urcis
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors currently consists of
Dr. Sevastopoulos and Messrs. Taylor and Urcis. No member of the Compensation
Committee or executive officer of the Company has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity.
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return for the
Company's stock at October 1, 1996 since June 30, 1995 (the date on which the
Company's stock was first registered under Section 12 of the Securities Exchange
Act of 1934) to the cumulative return over such period of (i) the Total Return
Index for The Nasdaq National Market Composite Index, (ii) the BioCentury 100
Index and (iii) the Hambrecht & Quist Life Sciences Index. The graph assumes
that $100 was invested on June 30, 1995, the date on which the Company completed
its Initial Public Offering of Common Stock, in the Common Stock of the Company
and in each of the comparative indices. The graph further assumes that such
amount was initially invested in the Common Stock of the Company at a per share
price of $10.00, the price to which such stock was first offered to the public
by the Company on that date of its Initial Public Offering. The stock price
performance on the following graph is not necessarily indicative of future stock
price performance.
<TABLE>
<CAPTION>
BIOCENTURY METRA NASDAQ H & Q LIFE
DATE 100 INDEX BIOSYSTEMS COMPOSITE SCIENCES
- --------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
08/30/95 100 100 100 100
09/29/95 139.4413 196.25 111.8065 121.1765
12/29/95 159.4059 172.50 112.8146 141.1765
03/29/96 182.8745 142.50 117.9911 145.8824
06/28/96 202.4595 55.00 127.0681 140
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information that has been provided to the
Company with respect to beneficial ownership of shares of the Company's Common
Stock as of September 30, 1996 for (i) each person who is known by the Company
to own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
the Company's Chief Executive Officer and the Company's other four most highly
paid executive officers who earned in excess of $100,000 during the fiscal year
ended June 30, 1996 (collectively, the "Named Executive Officers"), (iii) each
director of the Company and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES PERCENT OF SHARES
BENEFICIALLY BENEFICIALLY
NAME OWNED(1) OWNED(1)(2)
- ----------------------------------------------------------------------------------- ----------- ------------------
<S> <C> <C>
Asset Management Associates 1989, L.P.............................................. 583,928 4.66%
Craig C. Taylor(3)................................................................. 583,928 4.66
Samuel Urcis(4).................................................................... 115,803 *
Smith Barney Holdings Inc.(5)...................................................... 1,020,600 8.14
Travelers Group Inc.(6)............................................................ 1,263,317 10.07
Wisconsin Investment Board......................................................... 1,095,000 8.72
Costa G. Sevastopoulos, Ph.D.(7)................................................... 110,952 *
George W. Dunbar, Jr............................................................... 131,906 1.05
Kurt E. Amundson(8)................................................................ 2,000 *
Ronald T. Steckel.................................................................. 21,639 *
Colette Z. Andrea(9)............................................................... 37,910 *
John F. Coombes(10)................................................................ 9,588 *
Claude D. Arnaud, M.D.(11)......................................................... 47,464 *
John L. Castello(12)............................................................... 11,527 *
Mary Lake Polan, M.D., Ph.D.(13)................................................... 17,254 *
Leonard D. Schaeffer(14)........................................................... 13,333 *
All directors and executive officers as a group (13 persons)(3)(4)(7)-(14)......... 1,136,659 9.02%
</TABLE>
- ------------------------
* Less than 1%.
11
<PAGE>
(1) The persons named in this table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and except as indicated
in the other footnotes to this table.
(2) Calculations of percentage of beneficial ownership assume the exercise by
only the respective named shareholder of all options for the purchase of
Common Stock held by such shareholder which are exercisable within 60 days
of September 30, 1996.
(3) Includes 2,500 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996 and 581,428 shares held by Asset Management
Associates 1989, L.P. Because Mr. Taylor is a general partner of AMC
Partners 89, L.P., the general partner of Asset Management Associates 1989,
L.P., he may be deemed to be a beneficial owner of such shares. Mr. Taylor
disclaims beneficial ownership of such shares except to the extent of his
interest in such shares arising from his interest in AMC Partners 89, L.P.
(4) Includes 2,500 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996 and 79,948 shares held by Alpha Venture
Partners III. Because Mr. Urcis is a general partner of Alpha Management
Partners, the general partner of Alpha Venture Partners III, he may be
deemed to be a beneficial owner of such shares. Mr. Urcis disclaims
beneficial ownership of such shares except to the extent of his interest in
such shares arising from his interest in Alpha Management Partners.
(5) Smith Barney Holdings Inc. shares with Travelers Group Inc. voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by Smith Barney Holdings Inc.
(6) Includes 1,020,600 shares held by Smith Barney Holdings Inc. Because Smith
Barney Holdings Inc. is an affiliate of Travelers Group Inc., Travelers
Group Inc. may be deemed to be a beneficial owner of such shares.
(7) Includes 2,500 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996, 23,899 shares held by Delphi Ventures, L.P.,
84 shares held by Delphi BioInvestments, L.P., 285 shares held by Delphi
BioInvestments II, L.P., and 55,678 shares held by Delphi Ventures II, L.P.
Because Dr. Sevastopoulos is a limited partner of Delphi's Management
Partners and Delphi Management Partners II, which are general partners of
the above limited partnerships, he may be deemed to be a beneficial owner of
such shares. Dr. Sevastopoulos disclaims beneficial ownership of such shares
except to the extent of his interest in such shares arising from his
interest in Delphi Management Partners and Delphi Management Partners II.
(8) Mr. Amundson joined the Company in January 1996.
(9) Ms. Andrea left the Company in September 1996.
(10) Includes 7,874 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996.
(11) Includes 5,798 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996.
(12) Includes 11,527 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996.
(13) Includes 1,665 shares held by her children and 15,589 shares issuable upon
exercise of options exercisable within 60 days of September 30, 1996.
(14) Includes 7,465 shares issuable upon exercise of options exercisable within
60 days of September 30, 1996.
12
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT
On December 30, 1994, the Company issued and sold an aggregate of 41,666,
33,333 and 16,666 shares of Common Stock to Colette Z. Andrea, George W. Dunbar,
Jr. and Ronald T. Steckel, respectively, each with a purchase price of $1.20 per
share and each pursuant to a Stock Purchase Agreement under the Stock Plan. In
connection with these purchases, on December 30, 1994, Ms. Andrea and Messrs.
Dunbar and Steckel executed promissory notes in favor of the Company in the
amount of $50,000, $40,000 and $20,000, respectively. These notes accrue
interest at a rate of 7.6% per annum and are due on the earlier of December 30,
1998 or the date of termination of the respective individual's employment or
consulting relationship with the Company. Mr. Steckel repaid the loan made to
him in full in May 1996.
In connection with his exercise of options for 150,000 shares on July 18,
1993, Mr. Dunbar executed a promissory note in favor of the Company in the
amount of $36,000, which accrues interest at a rate of 5.47% per annum and is
due on the earlier of July 18, 1997 or the date of termination of his employment
with the Company. In March 1996, Mr. Dunbar repaid this note in full. In
connection with his exercise of options for 47,500 shares on July 16, 1992, Mr.
Steckel executed a promissory note in favor of the Company in the amount of
$22,800, which accrues interest at 6.74% per annum and is due on the earlier of
July 16, 1996 or the date of termination of his employment with the Company. Mr.
Steckel repaid such loan in full in March 1996.
In addition, the Company loaned to Ms. Andrea and Messrs. Dunbar and Steckel
$60,000 in November 1994, $95,386 in September 1991 and $74,712 in June 1992,
respectively, in connection with their relocation to California. These loans are
generally forgiven over a four-year period, subject to the respective
individual's continued employment with the Company, and such loans to Messrs.
Dunbar and Steckel have been forgiven in full. Additionally, the Company loaned
to Mr. Steckel $55,000 and $165,000 in January 1996 as short-term personal
loans, each of which accrue interest at 5.7% per annum and is due on June 30,
1996. Mr. Steckel repaid both personal loans in full in March 1996.
Ms. Andrea entered into an agreement with the Company dated September 2,
1994 which provides that in the event her employment with the Company is
terminated by the Company without cause, she will be entitled to receive her
monthly base salary and benefits for each month she is unable to find suitable
employment while seeking such employment in good faith, but in no event will
such payments continue for more than six months. In September 1996, Ms. Andrea
entered into a new agreement with the Company pursuant to which, in exchange for
and contingent upon Ms. Andrea's providing continuing consulting services to the
Company, the Company agreed to grant Ms. Andrea salary continuation and to
permit the Company's repurchase right with respect to 41,666 shares of Company
Common Stock purchased by Ms. Andrea in December 1994 to continue to lapse.
The Company loaned to Mr. John F. Coombes, the Company's Vice President,
International, $75,000 in August 1996 pursuant to a 6.15% Secured Promissory
Note as a short-term personal loan. This loan is due and payable on demand any
time after February 28, 1997 or upon termination of Mr. Coombes' employment with
the Company for any reason.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
METRA BIOSYSTEMS, INC.
By: KURT E. AMUNDSON
-----------------------------------------
Kurt E. Amundson
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Date: October 30, 1996
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED:
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
President and Chief
GEORGE W. DUNBAR, JR.* Executive Officer
- ------------------------------ (Principal Executive October 30, 1996
George W. Dunbar, Jr. Officer)
President and Director
KURT E. AMUNDSON Financial Officer
- ------------------------------ (Principal Financial and October 30, 1996
Kurt E. Amundson Accounting Officer)
CLAUDE D. ARNAUD, M.D.*
- ------------------------------ Director October 30, 1996
Claude D. Arnaud, M.D.
JOHN L. CASTELLO*
- ------------------------------ Director October 30, 1996
John L. Castello
MARY LAKE POLAN, M.D., PH.D.*
- ------------------------------ Director October 30, 1996
Mary Lake Polan, M.D., Ph.D.
LEONARD D. SCHAEFFER*
- ------------------------------ Director October 30, 1996
Leonard D. Schaeffer
14
<PAGE>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
COSTA G. SEVASTOPOULOS, PH.D.*
- ------------------------------ Director October 30, 1996
Costa G. Sevastopoulos, Ph.D.
CRAIG C. TAYLOR*
- ------------------------------ Director October 30, 1996
Craig C. Taylor
SAMUEL URCIS*
- ------------------------------ Director October 30, 1996
Samuel Urcis
*By: KURT E. AMUNDSON
-------------------------
Kurt E. Amundson
AS ATTORNEY-IN-FACT
15
