<PAGE>
As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
METRA BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0408436
(State of Incorporation) (I.R.S. Employer Identification No.)
265 NORTH WHISMAN ROAD
MOUNTAIN VIEW, CA 94043-3911
(Address of principal executive offices)
_______________________
1995 STOCK OPTION PLAN
(Full title of the Plan)
_______________________
GEORGE W. DUNBAR, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
265 NORTH WHISMAN ROAD
MOUNTAIN VIEW, CA 94043-3911
(650) 903-9100
(Name, address and telephone number, including area code, of agent for service)
_______________________
Copy to:
Mark B. Weeks
Venture Law Group
2800 Sand Hill Road
Menlo Park, California 94025
(650) 854-4488
Page 1 of 11 Pages
Exhibit Index on Page 8
(Calculation of Registration Fee on following page)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1995 STOCK OPTION PLAN
Common Stock,
$0.01 par value ........... 540,115 Shares (1) $3.8125 (2) $2,059,188.40 (2) $607.46 (2)
Common Stock,
$0.01 par value ........... 259,885 Shares (1) $4.90 (3) $1,273,436.50 (3) $375.66 (3)
TOTAL 800,000 Shares $3,332,624.90 $983.12
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</TABLE>
_______________________
(1) Registrant is registering an aggregate of 800,000 shares under its 1995
Stock Option Plan pursuant to this Registration Statement. This aggregate
number represents increases in the shares reserved for issuance under
Registrant's 1995 Stock Option Plan, 500,000 shares of which were approved
by Registrant's shareholders at a meeting held on December 16, 1996 and
300,000 shares of which were approved by Registrant's shareholders at a
meeting held on December 8, 1997. Of the 800,000 shares covered by this
increase, as of December 8, 1997, 259,885 shares are subject to outstanding
options. An additional 1,000,000 shares were previously registered for
issuance under the 1995 Stock Option Plan pursuant to a previous Form S-8
filed by Registrant with the Securities and Exchange Commission (the
"COMMISSION") on November 13, 1995 (Registration No. 33-99200).
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "SECURITIES ACT") solely for the purpose of calculating the
registration fee. The computation with respect to unissued options is
based upon the average high and low sale prices of the Common Stock as
reported on the Nasdaq National Market on December 15, 1997.
(3) Computed in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee. The computation with
respect to issued options is based on the weighted average per share
exercise price of outstanding options under the referenced Plan, the shares
issuable under which are registered hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Registrant with the Commission are
incorporated by reference:
1. Registrant's Annual Report on Form 10-K for the year ended June 30,
1997 (File No. 0-26234).
2. Registrant's definitive Proxy Statement dated November 10, 1997,
filed in connection with the Registrant's December 8, 1997 Annual Meeting of
Shareholders.
3. Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, (File No. 0-26234).
4. The description of Registrant's Common Stock set forth in Registrant's
Registration Statement on Form 8-A, filed with the Commission on June 13, 1995
(File No. 0-26234).
5. The description of Registrant's Preferred Share Purchase Rights set
forth in Registrant's Registration Statement on Form 8-A/A, filed with the
Commission on January 27, 1997 (File No. 0-26234).
6. Registrant's Registration Statement on Form S-8, filed on November 13,
1995 (File No. 33-99200).
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT") after the date hereof, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been
sold or which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such document. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
to constitute a part hereof, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation limit the liability of directors
for monetary damages arising from breach of their fiduciary duty to the
maximum extent permitted by the California Corporations Code ("California
Law"). Such limitation of liability does not affect the availability of
equitable remedies such as injunctive relief or recession. The limitation on
monetary liability also does not apply to liabilities arising under the
federal securities laws.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law. The Company has entered into indemnification
agreements with its directors containing provision which are in some respects
broader than the specific indemnification provisions contained in the
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<PAGE>
California Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify its directors against certain
liabilities that may arise by reason of their status or service as directors
(other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain director's
insurance if available on reasonable terms.
The Company believes that the limitation provision in its Articles of
Incorporation and the indemnification provisions in its Articles of
Incorporation, Bylaws and indemnification agreements will facilitate the
Company's ability to continue to attract and retain qualified individuals to
serve as directors of the Company. It is the opinion of the Commission that
indemnification provisions such as those contained in the Bylaws and these
agreements have no effect on a director's or officer's liability under the
federal securities laws.
The Registrant has also obtained directors and officers' liability
insurance covering, subject to certain exceptions, actions taken by the
Registrant's directors and officers in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number
-------
4.1* 1995 Stock Option Plan, and form of agreement thereunder
5.1 Opinion of Venture Law Group, a Professional Corporation (see p. 9).
23.1 Consent of Venture Law Group, a Professional Corporation
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors (see p. 10).
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors (see p. 11).
24.1 Powers of Attorney (see p. 7).
_______________
* Incorporated by reference from Registrant's Registration Statement on Form
S-1, as amended, filed with the Commission on June 29, 1995.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
[Signature Pages Follow]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant,
Metra Biosystems, Inc., a corporation organized and existing under the laws
of the State of California, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State
of California, on December 8, 1997.
METRA BIOSYSTEMS, INC.
By: /s/ GEORGE W. DUNBAR, JR.
------------------------------
George W. Dunbar, Jr.
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George W. Dunbar, Jr. and Kurt E.
Amundson, jointly and severally, his attorneys-in-fact and agents, each with
the power of substitution and resubstitution, for him and in his name, place
or stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file such amendments, together
with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
as he might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ George W. Dunbar, Jr.
- ---------------------------- President, Chief Executive Officer December 15, 1997
George W. Dunbar, Jr.
/s/ Kurt E. Amundson Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial and December 15, 1997
Kurt E. Amundson Accounting Officer)
/s/ Claude D. Arnaud, M.D.
- ---------------------------- Director December 15, 1997
Claude D. Arnaud, M.D.
/s/ John L. Castello
- ---------------------------- Director December 15, 1997
John L. Castello
/s/ Mary Lake Polan, M.D., Ph.D.
- ---------------------------- Director December 15, 1997
Mary Lake Polan, M.D., Ph.D.
/s/ Craig C. Taylor
- ---------------------------- Director December 15, 1997
Craig C. Taylor
</TABLE>
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INDEX TO EXHIBITS
Exhibit Page
Number No.
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4.1* 1995 Stock Option Plan, and form of agreement thereunder --
5.1 Opinion of Venture Law Group, a Professional Corporation. 9
23.1 Consent of Venture Law Group, a Professional Corporation 9
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors. 10
23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors. 11
24.1 Powers of Attorney (see page 7). 7
_______________
* Incorporated by reference from Registrant's Registration Statement on
Form S-1, as amended, filed with the Commission on June 29, 1995.
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EXHIBIT 5.1
OPINION OF COUNSEL
December 17, 1997
Metra Biosystems, Inc.
265 N. Whisman Road
Mountain View, CA 94043-3911
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"REGISTRATION STATEMENT") to be filed by Metra Biosystems, Inc. ("METRA")
with the Securities and Exchange Commission (the "COMMISSION") on or about
December 17, 1997 in connection with the registration under the Securities Act
of 1933, as amended, of a total of 800,000 additional shares of Metra Common
Stock reserved for issuance or issued under Metra's 1995 Stock Option Plan
("METRA PLAN"). As Metra's legal counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by Metra in connection with the sale and
issuance of the foregoing shares under the Metra Plan (collectively, the
"SHARES").
It is our opinion that upon conclusion of the proceedings being taken or
contemplated by us, as Metra's counsel, to be taken prior to the issuance of
the Shares, and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the securities
laws of the various states where required, the Shares when issued and sold in
the manner described in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement, including the Prospectus constituting a part
thereof, and in any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1995 Stock Option Plan of Metra
Biosystems, Inc. of our report dated July 16, 1997 with respect to the
consolidated financial statements and schedule of Metra Biosystems, Inc. for
the year ended June 30, 1997 included in its Annual Report (Form 10-K), filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
December 9, 1997
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EXHIBIT 23.3
CONSENT OF KPMG PEAT MARWICK LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated July 18, 1996, with respect to the
consolidated balance sheet of Metra Biosystems, Inc. and subsidiaries as of
June 30, 1996 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the two-year
period ended June 30, 1996, which report appears in the June 30, 1997 annual
report on Form 10-K of Metra Biosystems, Inc.
KPMG Peat Marwick LLP
San Francisco, California
December 15, 1997
