<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(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
- ---------------------------------------- -------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
265 NORTH WHISMAN ROAD, MOUNTAIN VIEW, CA 94043
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Section 12(g) of the
Exchange Act and is Exchange Act and is
effective pursuant to effective pursuant to
General Instruction A.(c), General Instruction A.(d),
please check the following please check the following
box. / / box. / /
Securities Act registration statement file number to which this form
relates:
----------------------
(If Applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Each
to be so Registered Class is to be Registered
------------------- -----------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
- --------------------------------------------------------------------------------
(Title of Class)
- --------------------------------------------------------------------------------
(Title of Class)
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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, November 3, 1998 and June 4, 1999, 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. A copy of Amendment No. 3 to the Rights Agreement is attached as
Exhibit 4 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
"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 by a
majority of the 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". A
Distribution Date shall not be deemed to occur by reason of (i) the execution of
the Merger Agreement or the Stock Option Agreement, (ii) the commencement or
consummation of the Offer, (iii) the acquisition of Common Shares by MBS
Acquisition Corporation, a Delaware corporation, Quidel Corporation, a Delaware
corporation, or any of their respective Affiliates or Associates pursuant to the
Offer or the exercise of the Option, (iv) the consummation of the Merger, or the
other transactions contemplated in the Merger Agreement or the Stock Option
Agreement and (v) the announcement of the Offer, the Merger or the other
transactions contemplated by the Merger Agreement or the Stock Option Agreement,
as such terms are defined in the Amendment.
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
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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 Permitted Offer (as
defined below), 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.
A "Permitted Offer" means a tender offer for all outstanding Common Shares,
or for 49.99% of the Common Shares, in either case, followed by a merger, such
tender offer to be made in a manner prescribed by Section 14(d) of the
Securities and Exchange Act of 1934, as amended, and the rules and regulations
thereunder; PROVIDED, HOWEVER, that the tender offer occurs at a time when
Directors are in office and a majority of the Directors then in office has
determined that the offer is both adequate and otherwise in the best interests
of the Company and its shareholders (taking into account all factors that such
Directors deem relevant, including without limitation, prices that could
reasonably be achieved if the Company or its assets were sold on an orderly
basis designed to realize maximum value".
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
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conditions and is consummated with a person who acquired shares pursuant to a
Permitted Offer, in which case the Rights will expire).
Pursuant to the Amendment, a Shares Acquisition Date (as defined below),
shall not occur by virtue of (i) the execution of the Merger Agreement or the
Stock Option Agreement, (ii) the consummation of the Offer, (iii) the
acquisition by MBS Acquisition Corporation, Quidel or any of their respective
affiliates pursuant to the Offer or the exercise of the Option, (iv) the
consummation of the Merger, or the transactions contemplated in the Merger
Agreement or the Stock Option Agreement and (v) the announcement of the Offer,
the Merger or the other transactions contemplated by the Merger Agreement, or
the Stock Option Agreement (as such terms are defined in the Amendment).
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-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 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
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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.
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
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.
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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.
4. Amendment No. 3 to Preferred Shares Rights Agreement,
dated as of June 4, 1999, 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.
*** Previously filed with Registrant's registration statement on Form 8-A/A2,
dated November 11, 1998.
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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: June 7, 1999 By
/s/ George W. Dunbar, Jr.
-------------------------------------------
George W. Dunbar, Jr.
President, Chief Executive Officer & Chief
Financial Officer
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METRA BIOSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM 8-A/A3
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER UNDER
EXHIBIT SEQUENTIAL NUMBERING
NUMBER EXHIBIT SYSTEM
------ ------- --------------------
<S> <C> <C>
[*] 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.
4. Amendment No. 3 to Preferred
Shares Rights Agreement, dated
as of June 4, 1999, between
Metra Biosystems, Inc. and
American Stock Transfer & Trust
Company.
</TABLE>
- -------------------
* 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.
*** Previously filed with Registrant's registration statement on Form 8-A/A,
dated November 11, 1998.
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EXHIBIT 4
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3 to the Preferred Shares Rights Agreement, dated
June 4, 1999 ("Amendment"), 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.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
WHEREAS, the Company, Quidel Corporation, a Delaware corporation,
("Quidel"), and MBS Acquisition Corporation, a Delaware corporation ("Sub"),
contemplate entering into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which, among other things, Sub will commence a cash
tender offer (the "Offer") to purchase all the outstanding shares of the Company
and, following the commencement of the Offer, Sub would merge with and into the
Company (the "Merger").
WHEREAS, the Company, Quidel and Sub also contemplate entering into a
Stock Option Agreement (the "Stock Option Agreement") pursuant to which the
Company would agree to issue Common Shares in connection with the Offer in order
to achieve at least 90% of the outstanding Common Shares tendered in the Offer.
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement and amend the Rights
Agreement in order to make any change which the Company may deem necessary or
desirable and which shall be consistent with, and for the purposes of
fulfilling, the objectives of the Board of Directors of the Company in adopting
the Rights Agreement.
WHEREAS, the Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is necessary and desirable
and is consistent with the objectives of the Board of Directors of the Company
in adopting the Rights Agreement, and the Company and the Rights Agent desire to
evidence such amendment in writing.
WHEREAS, all acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment to Section 1. Section 1 of the Rights Agreement is
supplemented to add the following definitions in the appropriate locations:
"'Merger' shall have the meaning set forth in the Merger Agreement."
<PAGE>
"'Merger Agreement' shall mean the Agreement and Plan of Merger, dated
as of June 4, 1999, by and among Quidel Corporation, MBS Acquisition Corporation
and Metra Biosystems, Inc., as it may be amended from time to time."
"'Offer' shall have the meaning set forth in the Merger Agreement."
"'Option' shall have the meaning set forth in the Stock Option
Agreement."
"'Stock Option Agreement' shall mean the Stock Option Agreement dated
as of June 4, 1999 by and among Quidel Corporation, MBS Acquisition Corporation
and Metra Biosystems, Inc."
2. Amendment of the definition of "Acquiring Person." The definition
of "Acquiring Person" in Section 1(a) of the Rights Agreement shall be amended
by adding the following at the end of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement none of Quidel, Sub, or any of their respective Affiliates or
Associates shall, individually or collectively, be deemed to be an Acquiring
Person pursuant to this Agreement by virtue of (i) the execution of the Merger
Agreement or the Stock Option Agreement (ii) the commencement or the
consummation of the Offer, (iii) the acquisition of Common Shares by Sub, Quidel
or any of their respective Affiliates or Associates pursuant to the Offer or the
exercise of the Option, and (iv) the consummation of the Merger or the other
transactions contemplated in the Merger Agreement or the Stock Option
Agreement."
3. Amendment of the definition of "Distribution Date." The
definition of "Distribution Date" in Section 1(h) of the Rights Agreement is
amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not be deemed to occur by reason of
(i) the execution of the Merger Agreement or the Stock Option Agreement, (ii)
the commencement or consummation of the Offer, (iii) the acquisition of Common
Shares by Sub, Quidel or any of their respective Affiliates or Associates
pursuant to the Offer or exercise of the Option (iv) the consummation of the
Merger, or the other transactions contemplated in the Merger Agreement or the
Stock Option Agreement and (v) the announcement of the Offer, the Merger or the
other transactions contemplated by the Merger Agreement, or the Stock Option
Agreement."
4. Amendment of the definition of "Expiration Date". Section 1(j) of
the Rights Agreement is amended and restated to read in its entirety as follows:
"Expiration Date" shall mean the earliest of (i) immediately prior to
the consummation of the Offer, (ii) the Redemption Date, (iii) the time at which
the Board of Directors orders the exchange of the Rights as provided in Section
24 hereof and (iv) the Close of Business on the Final Expiration Date."
5. Amendment of the definition of "Permitted Offer." Section 1(l) of
the Rights Agreement is amended and restated to read in its entirety as follows:
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"'Permitted Offer' shall mean a tender offer for all outstanding
Common Shares, or for 49.99% of the Common Shares, in either case, followed by a
merger, such tender offer to be made in a manner prescribed by Section 14(d) of
the Exchange Act and the rules and regulations thereunder; PROVIDED, HOWEVER,
that the tender offer occurs at a time when Directors are in office and a
majority of the Directors then in office has determined that the offer is both
adequate and otherwise in the best interests of the Company and its shareholders
(taking into account all factors that such Directors deem relevant, including
without limitation, prices that could reasonably be achieved if the Company or
its assets were sold on an orderly basis designed to realize maximum value)."
6. Amendment of the definition of "Shares Acquisition Date." Section
l(u) of the Rights Agreement by adding the following sentence at the end
thereof:
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not be deemed to occur by virtue
of (i) the execution of the Merger Agreement or the Stock Option Agreement, (ii)
the consummation of the Offer, (iii) the acquisition of Common Shares by Sub,
Quidel or any of their respective Affiliates or Associates pursuant to the Offer
or exercise of the Option (iv) the consummation of the Merger, or the other
transactions contemplated in the Merger Agreement or the Stock Option Agreement,
and (v) the announcement of the Offer, the Merger or the other transactions
contemplated by the Merger or the Stock Option Agreement."
7. Amendment to Section 30. Section 30 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedies or claims
under this Agreement by virtue of the execution of the Merger Agreement or by
virtue of any of the transactions contemplated by the Merger Agreement or the
Stock Option Agreement."
8. This Amendment shall be deemed to be entered into under the laws
of the State of California and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
9. 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.
10. As amended hereby, the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first written above.
METRA BIOSYSTEMS, INC.
By:
/s/ George W. Dunbar, Jr.
------------------------------------------
Name: George W. Dunbar, Jr.
Title: President and Chief Executive
Officer
Attest:
/s/ Mark Weeks
- ------------------------------
AMERICAN STOCK TRANSFER &
TRUST COMPANY,
as Rights Agent
By:
/s/ George Karfunkel
------------------------------------------
Name: George Karfunkel
Title: Executive Vice President
4
