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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 May 2, 1997
________________________
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 Identification No.)
incorporation or organization)
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 4. Changes in Registrant's Certifying Accountants
(a) Effective May 2, 1997, the Board of Directors of Metra
Biosystems, Inc. (the "Company") engaged the accounting firm of Ernst & Young
LLP as independent public accountants for the Registrant. The Company's
former independent public accountants, KPMG Peat Marwick LLP, were dismissed
effective May 2, 1997. The Registrant's audit committee recommended, and the
Company's Board of Directors approved, these actions.
(b) During the two most recent fiscal years and subsequent interim
periods prior to May 2, 1997, there were no disagreements with KPMG Peat
Marwick LLP on any matter of accounting principles or practices, financial
statement disclosure, auditing scope or procedure, or any reportable events,
which disagreements, if not resolved to the satisfaction of KPMG Peat Marwick
LLP, would have caused it to make reference to the subject matter of such
disagreements in connection with its reports.
(c) The reports of KPMG Peat Marwick LLP on the financial
statements of the Company for the past two years contained no adverse opinion
or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(d) The Company has not consulted with Ernst & Young LLP during the
last two years or subsequent interim periods regarding either (i) the
application of accounting principles to a specified transaction or
transactions, either completed or proposed, or (ii) the type of audit opinion
Ernst & Young LLP might render on the Company's financial statements.
(e) The Company has requested that KPMG Peat Marwick LLP furnish a
letter addressed to the SEC stating whether they agree with the above
statements. A copy of the KPMG Peat Marwick LLP letter to the SEC, dated
May 8, 1997, is filed as an exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit
16.1 Letter re change in Registrant's certifying accountants.
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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: May 2, 1997 By: /s/ KURT E. AMUNDSON
------------------------------------
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
- - - -------------- ----------- ----------------------
16.1 Letter re change in Registrant's 5
certifying accountants.
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EXHIBIT 16.1
[LETTERHEAD]
May 8, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Metra Biosystems, Inc. and,
under the date of July 18, 1996, we reported on the consolidated financial
statements of Metra Biosystems, Inc. and subsidiaries as of and for the years
ended June 30, 1996 and 1995. On May 2, 1997, our appointment as principal
accountants was terminated. We have read Metra Biosystems, Inc.'s statements
included under Item 4 of its Form 8-K dated May 2, 1997, and we agree with
such statements, except that we are not in a position to agree or disagree
with Metra Biosystems, Inc.'s statement that the change was recommended by
the audit committee and approved by the board of directors, and that Ernst &
Young was not engaged regarding the application of accounting principles to a
specified transaction or the type of audit opinion that might be rendered on
Metra Biosystems, Inc.'s financial statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
nc
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