<PAGE>
Total Number of Pages __
Index to Exhibits at Page 10
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
METRA BIOSYSTEMS, INC.
----------------------
(Exact name of registrant as specified in its charter)
California 33-0408436
- ----------------------------------- --------------
(State of incorporation or organization) (IRS Employer
Identification No.)
265 North Whisman Road, Mountain View, CA 94043
- ----------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
-------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On August 21, 1996, the Board of Directors of Metra Biosystems, Inc.
(the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, $0.001 par value (the
"Common Shares"), of the Company. The dividend is payable on September 5,
1996 (the "Record Date") to shareholders of record as of the close of
business on that date. Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Participating
Preferred Stock, $0.001 par value, of the Company (the "Preferred Shares"),
subject to adjustment, at a price of $50.00 per share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set
forth in a Preferred Shares Rights Agreement (as amended, the "Rights
Agreement") dated as of August 21, 1996 and as amended January 17, 1997
between the Company and The First National Bank of Boston as Rights Agent
(the "Rights Agent").
The following is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the Rights
Agreement, including the Certificate of Determination, the form of Rights
Certificate and the Summary of Rights to be provided to shareholders of the
Company, is attached as Exhibit 1 to this Registration Statement and is
incorporated herein by reference. A copy of Amendment No. 1 to the Rights
Agreement is attached as Exhibit 2 to this Registration Statement and is
incorporated herein by reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date (defined
below). Accordingly, Common Share certificates outstanding on the Record
Date will evidence the Rights related thereto, and Common Share certificates
issued after the Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender or transfer of any
certificates for Common Shares, even without notation or a copy of the
Summary of Rights being attached thereto, will also constitute the transfer
of the Rights associated with the Common Shares represented by such
certificate.
-2-
<PAGE>
DISTRIBUTION DATE
The Rights will separate from the Common Shares, certificates for the
Rights ("Rights Certificates") will be issued and the Rights will become
exercisable upon the earlier of: (i) the close of business on the tenth day
(or such later date as may be determined by a majority of the Board of
Directors, excluding directors affiliated with the Acquiring Person, as
defined below (the "Continuing Directors")) following a public announcement
that a person or group of affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares (an "Acquiring Person") or (ii) the close of
business on the tenth day (or such later date as may be determined by a
majority of the Continuing Directors) following the commencement of a tender
offer or exchange offer, the consummation of which would result in the
beneficial ownership by a person or group of 30% or more of the outstanding
Common Shares. The earlier of such dates is referred to as the "Distribution
Date".
ISSUANCE OF RIGHTS CERTIFICATES, EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, separate Rights
Certificates will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date. Unless otherwise determined by the Board of Directors, all Common
Shares issued prior to the Distribution Date will be issued with Rights.
Common Shares issued after the Distribution Date may be issued with Rights if
such shares are issued (i) upon the exercise, conversion or exchange of
securities issued after adoption of the Rights Agreement or (ii) pursuant to
the exercise of stock options or under any employee benefit plan or
arrangement. Except as otherwise determined by the Board of Directors, no
other Common Shares issued after the Distribution Date will be issued with
Rights. In addition, no Common Shares issued after the Distribution Date
will be issued with Rights if such issuance would result in (or create a
significant risk) (i) of material adverse tax consequences to the Company or
the person to whom such Rights Certificate would be issued or (ii) that such
options or plans would not qualify for otherwise available special tax
treatment. The Rights will expire on August 21, 2006 (the "Final
-3-
<PAGE>
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company or expire upon
consummation of certain mergers, consolidations or sales of assets, as
described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until the occurrence of one of the
subsequent events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of $50.00 (the "Purchase Price") per
Right, one one-thousandth of a Preferred Share.
EXCHANGE PROVISION
At any time after an Acquiring Person has become such and prior to the
Acquiring Person beneficially owning 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by the Acquiring Person or its affiliates), in whole or in
part, at an exchange ratio of one Common Share per Right (subject to
adjustment).
RIGHT TO BUY COMMON SHARES AT HALF PRICE
Unless the Rights are earlier redeemed or exchanged, in the event that
an Acquiring Person becomes such, other than pursuant to a tender offer which
is made for all of the outstanding Common Shares and approved by a majority
of the Continuing Directors after determining that the offer is both adequate
and otherwise in the best interests of the Company and its shareholders (a
"Permitted Offer"), then proper provision will be made so that each holder of
a Right which has not theretofore been exercised (other than Rights
beneficially owned by the Acquiring Person, which will thereafter be void)
will thereafter have the right to receive, upon exercise of a Right, a number
of Common Shares having a then current value equal to two times the Purchase
Price. In the event that the Company does not have a sufficient number of
Common Shares available, or the Board decides that such action is necessary
or appropriate and not contrary to the interests of Rights holders, the
Company may, among other things, instead substitute cash, assets or other
securities for the Common Shares into which the Rights would have otherwise
been exercisable.
-4-
<PAGE>
RIGHT TO BUY ACQUIRING COMPANY STOCK AT HALF PRICE
Similarly, unless the Rights are earlier redeemed or exchanged, in the
event that, after the Shares Acquisition Date (as defined below), (i) the
Company consolidates with or merges into another entity, (ii) another entity
consolidates with or merges into the Company or (iii) the Company sells or
otherwise transfers 50% or more of its consolidated assets or earning power,
proper provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a then current value equal to two times the Purchase
Price (unless the transaction satisfies certain conditions and is consummated
with a person who acquired shares pursuant to a Permitted Offer, in which
case the Rights will expire).
ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights and the number of
Preferred Shares, Common Shares or other securities or property issuable upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution as set forth in the Rights Agreement. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase Price.
RIGHTS AND PREFERENCES OF THE PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to an aggregate dividend
of 1,000 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a
preferential liquidation payment equal to accrued but unpaid dividends plus
the greater of $1,000 per share and 1,000 times the aggregate per share
amount to be distributed to the holders of Common Shares. Each Preferred
Share will have 1,000 votes, voting together with the holders of Common
Shares, except as required by law or the Certificate of Determination of
Rights, Preferences and Privileges of Series A Participating Preferred Stock.
In the event of any merger,
-5-
<PAGE>
consolidation or other transaction in which Common Shares are changed or
exchanged, each Preferred Share will be entitled to receive 1,000 times the
amount received per Common Share. These rights are protected by customary
anti-dilution provisions. Because of the nature of the dividend, liquidation
and voting rights of the Preferred Shares, the value of the one
one-thousandth interest in a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share.
REDEMPTION
At any time prior to the close of business on the earlier of (i) the
tenth day following the date (the "Shares Acquisition Date") of public
announcement that an Acquiring Person has become such or such later date as
may be determined by a majority of the Continuing Directors and publicly
announced by the Company or (ii) the Final Expiration Date of the Rights, the
Company may redeem the Rights in whole, but not in part, at a price of $0.01
per Right ("Redemption Price").
NO SHAREHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company (other than any rights resulting from
such holder's ownership of Common Shares), including, without limitation, the
right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The provisions of the Rights Agreement may be supplemented or amended by
the Board of Directors in any manner prior to the Distribution Date without
the approval of Rights holders. After the Distribution Date, the provisions
of the Rights Agreement may be supplemented or amended by the Board in order
to (i) cure any ambiguity, defect or inconsistency, (ii) to make changes
which are deemed necessary or advisable and do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to lengthen (A) the time
period governing redemption shall be made at such time as the Rights are not
-6-
<PAGE>
redeemable, or (B) any other period unless for the purpose of protecting,
enhancing or clarifying the rights of, and/or benefits to, the holders of
Rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board are designed to protect and maximize
the value of the outstanding equity interests in the Company in the event of
an unsolicited attempt by an acquiror to take over the Company, in a manner
or on terms not approved by the Board of Directors. Takeover attempts
frequently include coercive tactics to deprive a corporation's Board of
Directors and its shareholders of any real opportunity to determine the
destiny of the corporation. The Rights have been declared by the Board in
order to deter such tactics, including a gradual accumulation of shares in
the open market of a 20% or greater position to be followed by a merger or a
partial or two-tier tender offer that does not treat all shareholders
equally. These tactics unfairly pressure shareholders, squeeze them out of
their investment without giving them any real choice and deprive them of the
full value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. The Rights are not exercisable in the event of a Permitted
Offer, as described above. The Rights may be redeemed by the Company at
$0.01 Right within ten days (or such later date as may be determined by a
majority of the Continuing Directors) after the accumulation of 20% or more
of the Company's outstanding Common Shares by a single acquiror or group.
Accordingly, the Rights should not preclude any merger or business
combination approved by the Board of Directors. Issuance of the Rights does
not in any way weaken the financial strength of the Company or interfere with
its business plans. The issuance of the Rights has no immediate dilutive
effect, will not affect reported earnings per share, should not be taxable to
the Company or to its shareholders and will not change the way in which the
Company's shares are presently traded. The Company's Board of Directors
believes that the Rights represent a sound and reasonable means of addressing
the complex issues of corporate policy created by the current takeover
environment. However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed undesirable by
the Board of Directors. The
-7-
<PAGE>
Rights may cause substantial dilution to a person or group that attempts to
acquire the Company on terms or in a manner not approved by the Company's
Board of Directors, except pursuant to an offer conditioned upon the
negation, purchase or redemption of the Rights.
Item 2. EXHIBITS.
1.* Preferred Shares Rights Agreement, dated as of August 21, 1996,
between Metra Biosystems, Inc. and The First National Bank of
Boston, including the Certificate of Determination of Rights,
Preferences and Privileges of Series A Participating Preferred
Stock, the form of Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C, respectively.
2. Amendment No. 1 to Preferred Shares Rights Agreement, dated as of
January 17, 1997, between Metra Biosystems, Inc. and The First
National Bank of Boston.
- -----------------------------------
* Previously filed with Registrant's registration statement on Form 8-A,
filed with the Securities and Exchange Commission on August 22, 1996.
-8-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
METRA BIOSYSTEMS, INC.
Date: January 23, 1997 By /s/ KURT E. AMUNDSON
------------------------------------------
Vice President and Chief Financial Officer
-9-
<PAGE>
METRA BIOSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM 8-A/A
EXHIBIT INDEX
Page Number Under
Exhibit Sequential Numbering
No. Exhibit System
- ------- ------- --------------------
1.* Preferred Shares Rights Agreement, dated as
of August 21, 1996, between Metra Biosystems,
Inc. and The First National Bank of Boston,
including the Certificate of Determination of
Rights, Preferences and Privileges of Series A
Participating Preferred Stock, the form of
Rights Certificate and the Summary of Rights
attached thereto as Exhibits A, B and C,
respectively.
2. Amendment No. 1 to Preferred Shares Rights
Agreement, dated as of January 17, 1997,
between Metra Biosystems, Inc. and The First
National Bank of Boston.
- -----------------------------------
* Previously filed with Registrant's registration statement on Form 8-A,
filed with the Securities and Exchange Commission on August 22, 1996.
-10-
<PAGE>
METRA BIOSYSTEMS, INC.
and
THE FIRST NATIONAL BANK OF BOSTON
Rights Agent
AMENDMENT NO. 1 TO
PREFERRED SHARES RIGHTS AGREEMENT
Dated as of January 17, 1997
<PAGE>
AMENDMENT NO. 1
TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 1 to Preferred Shares Rights Agreement, dated January
17, 1997, amends that certain Preferred Shares Rights Agreement (the "Rights
Agreement"), dated as of August 21, 1996 between Metra Biosystems, Inc., a
California corporation (the "Company"), and The First National Bank of Boston
(the "Rights Agent").
On January 17, 1997, the Company's Board of Directors authorized an
amendment of the Rights Agreement to increase certain threshold percentages
required for a Person (as defined in the Rights Agreement) to become
Acquiring Person (as defined in the Rights Agreement).
NOW, THEREFORE, in consideration of the promises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 20% or more of the Common Shares then outstanding, but
shall not include the Company, any Subsidiary of the Company or any employee
benefit plan of the Company or of any Subsidiary of the Company, or any
entity holding Common Shares for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring
Person either (i) as the result of an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 20% or
more of the Common Shares of the Company then outstanding; PROVIDED, HOWEVER,
that if a Person shall become the Beneficial Owner of 20% or more of the
Common Shares of the Company then outstanding by reason of share purchases by
the Company and shall, after such share purchases by the Company, become the
Beneficial Owner of any additional Common Shares of the Company, then such
Person shall be deemed to be an Acquiring Person; or (ii) if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this paragraph (a) has become such inadvertently, and such
Person divests as promptly as practicable of a sufficient number of Common
Shares so that such Person would no longer be an "Acquiring Person," as
defined pursuant to the foregoing provisions of this paragraph (a).
2. Section 3(c) of the Rights Agreement is hereby amended and restated
to read in full as follows:
(c) Unless the Board of Directors, by resolution adopted at or
before the time of the issuance (including pursuant to the exercise of rights
under the Company's benefit plans) of any Common Shares, specifies to the
contrary, Rights shall be issued in respect of all Common
-1-
<PAGE>
Shares that are issued after the Record Date but prior to the earlier of the
Distribution Date or the Expiration Date or, in certain circumstances
provided in Section 22 hereof, after the Distribution Date. Certificates
representing such Common Shares shall also be deemed to be certificates for
Rights, and shall bear the following legend:
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Metra Biosystems, Inc.
and The First National Bank of Boston as the Rights Agent, dated as of
August 21, 1996, as amended (the "Rights Agreement"), the terms of which
are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Metra Biosystems, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Metra Biosystems, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of
a written request therefor. Under certain circumstances set forth in the
Rights Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such
terms are defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may become null and
void.
With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Shares represented by such certificates shall be
evidenced by such certificates alone, and the surrender for transfer of any
such certificate shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby. In the event that the Company
purchases or acquires any Common Shares after the Record Date but prior to
the Distribution Date, any Rights associated with such Common Shares shall be
deemed canceled and retired so that the Company shall not be entitled to
exercise any Rights associated with the Common Shares which are no longer
outstanding.
3. All references in the Rights Agreement to the Rights Agreement
shall be deemed to refer to the Rights Agreement, as amended hereby.
4. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Preferred Shares Rights Agreement to be duly executed as of the day and
year first above written.
METRA BIOSYSTEMS, INC.
By: /S/ KURT E. AMUNDSON
-------------------------------------------------
Name: Kurt E. Amundson
-----------------------------------------------
Title: Chief Financial Officer
----------------------------------------------
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ KATHERINE S. ANDERSON
-------------------------------------------------
Name: Katherine S. Anderson
-----------------------------------------------
Title: Admin. Manager
----------------------------------------------
-3-
