-----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, JHq9WMDri+a+0MOneDzOGRcY+ZUSCry/8tPclJMuzOJReeW3FWahiZwiZZfaJ14m M4jYUmoELuAErKUOBxxawg== 0001005477-98-003115.txt : 19981116 0001005477-98-003115.hdr.sgml : 19981116 ACCESSION NUMBER: 0001005477-98-003115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981110 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981113 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: SEC FILE NUMBER: 000-26234 FILM NUMBER: 98746493 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 FORM 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 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) 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. 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 METRA BIOSYSTEMS, INC. INDEX TO EXHIBITS Sequential Page Exhibit Number Description Number -------------- ----------- ------ 99 Press Release dated November 9, 1998 EX-99 2 PRESS RELEASE 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----