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 November 10, 1998
------------------------
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)
<PAGE>
Item 5. Other Events
On November 4, 1998, 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, as amended, to add additional terms and
conditions to the definition of an Acquiring Person under the Rights Agreement.
Further details regarding this announcement are contained in the Company's press
release dated November 9, 1998 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 November 9, 1998.
<PAGE>
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: November 10, 1998 By: /s/ GEORGE W. DUNBAR, JR.
-------------------------------------
George W. Dunbar, Jr.
President, Chief Executive Officer &
Chief Financial Officer
<PAGE>
METRA BIOSYSTEMS, INC.
INDEX TO EXHIBITS
Sequential Page
Exhibit Number Description Number
-------------- ----------- ------
99 Press Release dated November 9,
1998
Contact:
Debby Dean or Jennifer Lloyd
(650) 903-9100
Web site: www.metrabio.com
FOR IMMEDIATE RELEASE This press release contains forward-looking
statements. See the end of this release for
further information.
Metra Biosystems Amends Shareholder Rights Plan
Mountain View, Calif., November 9, 1998 -- Metra Biosystems (Nasdaq: MTRA)
announced today an amendment to its shareholder rights plan (the "Rights Plan")
to (1) institute a mechanism under which the Company's Board of Directors can,
on a case by case basis, exempt a transaction from triggering the Rights Plan,
and (2) raise the percentage ownership to 28% so that an existing large
institutional shareholder could accumulate without triggering the Rights Plan.
"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, chief executive officer.
Metra Biosystems, Inc. is a leader in developing new products for the detection
and management of metabolic bone diseases and disorders. The Company offers a
portfolio of diagnostic products that provide physicians with comprehensive
clinical information regarding the metabolism of bone and other connective
tissues.
This press release contains forward-looking statements dependent upon certain
risks and uncertainties including the uncertainty of market acceptance for
biochemical tests; Metra's dependence upon international sales; the uncertainty
of international regulations; Metra's reliance upon collaborative relationships;
competition and regulation; and other risk factors listed in the Company's Form
10-K for the period ending June 30, 1998, Form 10-Q, and in other filings with
the SEC.
# # #
