SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
METRA BIOSYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California 33-0408436
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(State of incorporation or organization) (IRS Employer
Identification No.)
265 North Whisman Road, Mountain View, CA 94043
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(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 and November 3, 1998, between the Company and
American Stock Transfer & Trust Company (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. A copy of Amendment No. 2 to the Rights Agreement is attached as
Exhibit 3 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.
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 in the case of Citigroup Inc. and its
affiliates only, 28%) or more of the outstanding Common Shares (an "Acquiring
Person"), subject to certain exceptions set forth in the Rights Agreement, or
(ii) the close of business on the tenth day (or such later date as may be
determined
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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 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
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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.
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, 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-
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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 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 in the Citigroup Inc. and its affiliates only, 28%) 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.
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<PAGE>
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 in the case of Citigroup
Inc. and its affiliates only, 28%) or more of the Company's outstanding Common
Shares by a single acquiror or group, subject to certain exceptions for
transactions approved by the Board of Directors. 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 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.
3. Amendment No. 2 to Preferred Shares Rights Agreement, dated as
of November 3, 1998, between Metra Biosystems, Inc. and
American Stock Transfer & Trust Company.
* Previously filed with Registrant's registration statement on Form 8-A,
dated August 22, 1996.
** Previously filed with Registrant's registration statement on Form 8-A/A,
dated January 17, 1997.
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<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: November 10, 1998 By /s/ GEORGE W. DUNBAR
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President, Chief Executive Officer &
Chief Financial Officer
<PAGE>
METRA BIOSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM 8-A/A2
EXHIBIT INDEX
Page Number Under
Exhibit Sequential Numbering
No. Exhibit System
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[*] 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.
3. Amendment No. 2 to Preferred Shares
Rights Agreement, dated as of
November 3, 1998, between Metra
Biosystems, Inc. and American Stock
Transfer & Trust Company.
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* Previously filed with Registrant's registration statement on Form 8-A,
dated August 22, 1996.
** Previously filed with Registrant's registration statement on Form 8-A/A,
dated January 17, 1997.
METRA BIOSYSTEMS, INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY
Rights Agent
AMENDMENT NO. 2 TO
PREFERRED SHARES RIGHTS AGREEMENT
Dated as of November 3, 1998
<PAGE>
AMENDMENT NO. 2
TO
PREFERRED SHARES RIGHTS AGREEMENT
This Amendment No. 2 to Preferred Shares Rights Agreement, dated November
3, 1998, 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 American Stock Transfer & Trust
Company (the "Rights Agent"), as amended.
On November 3, 1998, the Company's Board of Directors authorized an
amendment of the Rights Agreement to modify the definition of Acquiring Person
(as defined in the Rights Agreement), to memorialize a change in the identity of
the entity serving as Rights Agent under the Rights Agreement and to make such
other modifications as are set forth herein.
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, in the case of Citigroup Inc. together with all Affiliates and
Associates thereof ("Citigroup") only, 28%) 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:
(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, in
the case of Citigroup only, 28%) 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, in the case of Citigroup only, 28%) 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;
(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); or
(iii) with respect to any proposed acquisition by a Person of
Common Shares (a "Proposed Transaction") which would otherwise constitute a
Triggering Event under Section 1(a)(i), such Person satisfies all of the
following conditions:
(A) Such Person provides the Board of Directors of
the Company (or a duly appointed committee of the Board) with ten (10) Trading
Days advance written notice and a written description of the material terms of
such Proposed Transaction;
<PAGE>
(B) A majority of the Directors then in office (or of a
duly appointed committee of the Board) determines in good faith that the
Proposed Transaction is in the best interest of the Company and its shareholders
(taking into account all factors that such Directors deem relevant) (a
"Favorable Determination"); provided that, such Favorable Determination is
revocable at any time prior to the consummation of the Proposed Transaction if a
majority of the Directors then in office (or of a duly appointed committee of
the Board) determines in good faith that such revocation is in the best interest
of the Company and its shareholders (taking into account all factors that such
Directors deem relevant);
(C) The Proposed Transaction is consummated within five
(5) Trading Days of notice of a Favorable Determination; provided that, if such
Person fails to satisfy the requirements of this subsection (a)(iii)(C), the
satisfaction of any other subsections of this subparagraph (a)(iii) shall
immediately expire and the Proposed Transaction shall again be subject to all
the terms and conditions set forth herein; and
(D) The Proposed Transaction is consummated on the terms
presented in writing to the Board of Directors pursuant to subsection
(a)(iii)(B); provided that, if such Person fails to satisfy the requirements of
this subsection (a)(iii)(D), the satisfaction of any other subsections of this
subparagraph (a)(iii) shall immediately expire and the Proposed Transaction,
including all modifications, amendments and any and all other changes to the
Proposed Transaction that gave rise to the failure to satisfy this subsection
(a)(iii)(D), shall be subject to all the terms and conditions set forth herein;
provided that, if at any time after a Favorable Determination, such Person
proposes to become or becomes the Beneficial Owner of any additional Common
Shares of the Company or any of its Subsidiaries without satisfying all the
requirements of this subparagraph (a)(iii) with respect to such additional
Common Shares, regardless of whether the acquisition of additional Common
Shares, taken alone, would result in such Person becoming an Acquiring Person,
then such Person shall be deemed to be an "Acquiring Person." "
2. Section 1(g) is hereby deleted in its entirety, and all references in
the Rights Agreement to "Continuing Director" or "Continuing Directors" are
hereby replaced with references to "Director" or "Directors," respectively.
3. Section 1(u) of the Rights Agreement is hereby amended and restated to
read in full as follows:
"(u) "Shares Acquisition Date" shall mean the first date of public
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by
the Company or an Acquiring Person that an Acquiring Person has become such;
provided that, if such person is determined not to have become an Acquiring
Person pursuant to Sections l(a)(ii) or 1(a)(iii) hereof, then no Shares
Acquisition Date shall be deemed to have occurred."
4. The Rights Agreement is hereby amended to the extent necessary to
provide that American Stock Transfer & Trust Company is the Rights Agent for all
purposes thereunder, and any reference in the Rights Agreement to "Rights Agent"
shall be deemed to be a reference to such entity.
5. Section 21 of the Rights Agreement is hereby amended and restated to
read in full as follows:
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"Section 21. Change of Rights Agent. The Rights Agent or any successor
Rights Agent may resign and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the Company and to each
transfer agent of the Preferred Shares and the Common Shares by registered or
certified mail, and to the holders of the Rights Certificates by first-class
mail. The Company may remove the Rights Agent or any successor Rights Agent upon
thirty (30) days' notice in writing, mailed to the Rights Agent or successor
Rights Agent, as the case may be, and to each transfer agent of the Preferred
Shares and the Common Shares by registered or certified mail, and to the holders
of the Rights Certificates by first-class mail. If the Rights Agent shall resign
or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after giving notice of such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Rights Certificate (who shall, with such notice, submit his or her Rights
Certificate for inspection by the Company), then the registered holder of any
Rights Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or shareholder services powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least $10
million. After appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective
date of any such appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the Preferred
Shares and the Common Shares, and mail a notice thereof in writing to the
registered holders of the Rights Certificates. Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be."
6. Section 26 of the Rights Agreement is hereby amended and restated to
read in full as follows:
"Section 26. Notices. Notices or demands authorized by this Agreement to
be given or made by the Rights Agent or the holder of any Rights Certificate to
or on the Company shall be sufficiently given or made if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Rights Agent) as follows:
Metra Biosystems, Inc.
265 North Whisman Road
Mountain View, CA 94043
Attention: President
Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:
American Stock Transfer & Trust Company
3rd Floor
6201 15th Avenue
Brooklyn, NY 11219
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Attention: Karen Lazar
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company. Notice or demands authorized by this Agreement to be given
or made by any Person seeking to comply with or subject to the requirements of
Section 1(a)(iii) hereof, to or on the Company shall be sufficiently given or
made upon receipt by the Company at the Company's address first listed above in
this Section 26 (until another address is filed in writing with the Rights
Agent)."
7. All references in the Rights Agreement to the Rights Agreement shall be
deemed to refer to the Rights Agreement, as amended by Amendment No. 1 to
Preferred Shares Rights Agreement and this Amendment No. 2 to Preferred Shares
Rights Agreement.
8. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
Preferred Shares Rights Agreement to be duly executed as of the day and year
first above written.
METRA BIOSYSTEMS, INC.
By: /s/ George W. Dunbar, Jr.
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Name: George W. Dunbar, Jr.
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Title: President & CEO
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AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ Herbert J. Lemmer
-----------------------------------------
Name: Herbert J. Lemmer
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Title: Vice President
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