<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 (DATE OF EARLIEST EVENT REPORTED): JULY 12, 1999
METRA BIOSYSTEMS, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
California 0-26234 33-0408436
- ---------------------------- ---------------------------- --------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10165 McKellar Court, San Diego, California 92121
- ---------------------------------------------------------- --------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (619) 552-1100
265 North Whisman Road, Mountain View, California 94043
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(A)
On July 12, 1999, Quidel Corporation, through its wholly owned subsidiary,
MBS Acquisition Corporation, completed its $1.78 per share tender offer for the
outstanding shares of common stock, and the associated rights, of Metra
Biosystems, Inc. The details of the tender offer were disclosed in a Tender
Offer Statement on Schedule 14D-1, filed with the SEC on June 9, 1999 and
subsequently amended (the "Schedule 14D-1"), which is incorporated herein by
reference, and also in a Solicitation/Recommendation Statement on Schedule
14D-9, filed with the SEC on June 9, 1999. According to the Depositary's final
report, 11,864,978 shares were validly tendered and not withdrawn as of the
expiration of the tender offer, representing approximately 93% of the
outstanding Metra Biosystems shares.
MBS Acquisition Corporation purchased all of the shares validly tendered
according to the terms of the tender offer. Because MBS Acquisition Corporation
owns more than 90% of the outstanding Metra Biosystems shares, Quidel intends to
acquire the remaining Metra Biosystems shares by way of a "short-form" merger,
without any action required by Metra Biosystems' shareholders.
The source of the funds used to acquire the Metra Biosystems shares was
previously disclosed in the Schedule 14D-1. The definitive agreements relating
to the financing used to acquire the Metra Biosystems shares were filed as
exhibits to Quidel's Current Report on Form 8-K, filed with the SEC on July 23,
1999, which are incorporated herein by reference.
(B)
None.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------ ---------------------------------------------------------------------------------------------------
<C> <S>
10.1* Business Loan Agreement, dated as of July 12, 1999, by and between Bank of America National Trust
and Savings Association and Quidel Corporation
10.2* Security Agreement, dated as of July 12, 1999, by and among Bank of America National Trust and
Savings Association, Quidel Corporation, MBS Acquisition Corporation, and Pacific Biotech, Inc.
10.3* Subsidiary Guaranty, dated as of July 12, 1999, by MBS Acquisition Corporation and Pacific Biotech,
Inc.
10.4* Cash Collateral Agreement, dated as of July 12, 1999, by and between Bank of America National Trust
and Savings Association and Metra Biosystems, Inc.
</TABLE>
- ------------------------
* Incorporated by reference to Quidel Corporation's Current Report on Form
8-K, filed with the SEC on July 23, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
METRA BIOSYSTEMS, INC.,
A CALIFORNIA CORPORATION
<TABLE>
<S> <C> <C>
By: /s/ CHARLES J. CASHION
-----------------------------------------
Charles J. Cashion
SECRETARY
</TABLE>
Date: July 27, 1999
