-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXfHNDXigYYFTJQh/aGm/cwDCSt0+Xc6DcDA3lPkNi/WGM6UE3l3n5XGyv10x0OL oyowZ5pohtZFo1j+pJq/hg== 0000912057-97-001712.txt : 19970128 0000912057-97-001712.hdr.sgml : 19970128 ACCESSION NUMBER: 0000912057-97-001712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970123 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: METRA BIOSYSTEMS INC CENTRAL INDEX KEY: 0000888999 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330408436 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26234 FILM NUMBER: 97510838 BUSINESS ADDRESS: STREET 1: 265 N WHISMAN RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159039100 MAIL ADDRESS: STREET 1: 265 NORTH WHISMAN RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 940433911 8-K 1 8-K 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 January 23, 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 incorporation or organization) Identification No.) 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) ITEM 5. OTHER EVENTS On January 21, 1997, 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 between the Company and The First National Bank of Boston to increase the ownership threshold required to trigger the Rights Agreement from 15% to 20%. Further details regarding this announcement are contained in the Company's press release dated January 21, 1997 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 January 21, 1997. -2- 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: January 23, 1997 By: /s/ KURT E. AMUNDSON --------------------------------- Kurt E. Amundson Chief Financial Officer (Duly Authorized and Principal Financial and Accounting Officer) -3- METRA BIOSYSTEMS, INC. INDEX TO EXHIBITS Exhibit Number Description Sequential Page Number - -------------- ----------- ---------------------- 99 Press Release dated January 21, 1997 -4- EX-99 2 EXHIBIT 99 CONTACT: Kurt Amundson Vice President and Chief Financial Officer Metra Biosystems, Inc. (415) 903-9100 FOR IMMEDIATE RELEASE THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. SEE THE END OF THIS PRESS RELEASE FOR MORE INFORMATION. METRA BIOSYSTEMS, INC. AMENDS SHAREHOLDER RIGHTS PLAN MOUNTAIN VIEW, CA -- JANUARY 21, 1997 --Metra Biosystems, Inc. (Nasdaq: MTRA) announced today an amendment to its shareholder rights plan raising the percentage ownership to 20% that any entity could accumulate without triggering the shareholder rights plan. Previous to this change the trigger was 15%. "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, president and chief executive officer. Metra Biosystems, Inc. is a leader in developing and commercializing diagnostic products for the detection and management of metabolic bone diseases and disorders. The Company's strategy is to offer a portfolio of diagnostic products that will provide physicians with comprehensive clinical information regarding the metabolism of bone and other connective tissues. The Company has developed and is currently marketing for either research use or clinical use: two immunodiagnostic tests to assess bone resorption; two immunodiagnostic tests to assess bone formation and one immunodiagnostic test to assess bone growth disorders. In addition, the Company is developing a portable ultrasound device designed to assess bone fragility and biochemical markers to detect cartilage disorders. THE MATTERS CONTAINED IN THIS NEWS RELEASE, EXCEPT FOR THE HISTORICAL INFORMATION SET FORTH HEREIN, ARE FORWARD-LOOKING STATEMENTS THAT ARE DEPENDENT ON CERTAIN RISKS AND UNCERTAINTIES INCLUDING SUCH FACTORS, AMONG OTHERS, AS THE UNCERTAINTY OF MARKET ACCEPTANCE FOR BIOCHEMICAL MARKERS, METRA'S DEPENDENCE UPON INTERNATIONAL SALES, THE UNCERTAINTY OF INTERNATIONAL REGULATIONS, METRA'S RELIANCE UPON COLLABORATIVE RELATIONSHIPS, THE UNCERTAINTY OF ULTRASOUND TECHNOLOGY DEVELOPMENT, COMPETITION AND REGULATION AND THE OTHER RISK FACTORS LISTED IN THE COMPANY'S PROSPECTUS DATED APRIL 23, 1996, THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1996, AND IN THE COMPANY'S PERIODIC REPORTS ON FORM 10-Q AND IN OTHER FILINGS WITH THE SEC. ### -----END PRIVACY-ENHANCED MESSAGE-----