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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
DATE OF REPORT January 23, 1997
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METRA BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
0-26234
(Commission File Number)
California 33-0408436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
265 North Whisman Road
Mountain View, CA 94043
(Address of principal executive offices, with zip code)
(415) 903-9100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On January 21, 1997, Metra Biosystems, Inc., a California corporation
(the "Company") announced that the Board of Directors of the Company approved
an amendment of the Company's Preferred Shares Rights Agreement (the "Rights
Agreement") dated as of August 21, 1996 between the Company and The First
National Bank of Boston to increase the ownership threshold required to
trigger the Rights Agreement from 15% to 20%. Further details regarding this
announcement are contained in the Company's press release dated January 21,
1997 attached as an exhibit hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 99 Metra Biosystems, Inc. Press Release dated January 21, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
METRA BIOSYSTEMS, INC.
Date: January 23, 1997 By: /s/ KURT E. AMUNDSON
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Kurt E. Amundson
Chief Financial Officer
(Duly Authorized and Principal
Financial and Accounting Officer)
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METRA BIOSYSTEMS, INC.
INDEX TO EXHIBITS
Exhibit Number Description Sequential Page Number
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99 Press Release dated January 21, 1997
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CONTACT: Kurt Amundson
Vice President and Chief Financial Officer
Metra Biosystems, Inc. (415) 903-9100
FOR IMMEDIATE RELEASE THIS PRESS RELEASE CONTAINS FORWARD-LOOKING
STATEMENTS. SEE THE END OF THIS PRESS
RELEASE FOR MORE INFORMATION.
METRA BIOSYSTEMS, INC. AMENDS SHAREHOLDER RIGHTS PLAN
MOUNTAIN VIEW, CA -- JANUARY 21, 1997 --Metra Biosystems, Inc. (Nasdaq: MTRA)
announced today an amendment to its shareholder rights plan raising the
percentage ownership to 20% that any entity could accumulate without
triggering the shareholder rights plan. Previous to this change the trigger
was 15%.
"Upon the advice of our legal and financial advisors, and upon analysis of
the Company's institutional shareholder base, the Board of Directors of Metra
concluded that this change was in the best interests of Metra and its
shareholders," stated George Dunbar, president and chief executive officer.
Metra Biosystems, Inc. is a leader in developing and commercializing
diagnostic products for the detection and management of metabolic bone
diseases and disorders. The Company's strategy is to offer a portfolio of
diagnostic products that will provide physicians with comprehensive clinical
information regarding the metabolism of bone and other connective tissues.
The Company has developed and is currently marketing for either research use
or clinical use: two immunodiagnostic tests to assess bone resorption; two
immunodiagnostic tests to assess bone formation and one immunodiagnostic test
to assess bone growth disorders. In addition, the Company is developing a
portable ultrasound device designed to assess bone fragility and biochemical
markers to detect cartilage disorders.
THE MATTERS CONTAINED IN THIS NEWS RELEASE, EXCEPT FOR THE HISTORICAL
INFORMATION SET FORTH HEREIN, ARE FORWARD-LOOKING STATEMENTS THAT ARE
DEPENDENT ON CERTAIN RISKS AND UNCERTAINTIES INCLUDING SUCH FACTORS, AMONG
OTHERS, AS THE UNCERTAINTY OF MARKET ACCEPTANCE FOR BIOCHEMICAL MARKERS,
METRA'S DEPENDENCE UPON INTERNATIONAL SALES, THE UNCERTAINTY OF INTERNATIONAL
REGULATIONS, METRA'S RELIANCE UPON COLLABORATIVE RELATIONSHIPS, THE
UNCERTAINTY OF ULTRASOUND TECHNOLOGY DEVELOPMENT, COMPETITION AND REGULATION
AND THE OTHER RISK FACTORS LISTED IN THE COMPANY'S PROSPECTUS DATED APRIL 23,
1996, THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
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ENDED JUNE 30, 1996, AND IN THE COMPANY'S PERIODIC REPORTS ON FORM 10-Q AND
IN OTHER FILINGS WITH THE SEC.
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