-----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, Pjm1l1jmriEySXmTIAqoRJo9UF2kGnfpP0kJOv5+gl7Kodf4UXMC/intVyX+pcPg yjvKzvSPQLyKVXf9Ks2VlQ== 0001047469-99-023321.txt : 19990608 0001047469-99-023321.hdr.sgml : 19990608 ACCESSION NUMBER: 0001047469-99-023321 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990607 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-A12G/A SEC ACT: SEC FILE NUMBER: 000-26234 FILM NUMBER: 99641399 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-A12G/A 1 8-A12G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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. --------------------------------------------------------------------- (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 - ----------------------------------------- ------------------- (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) 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 2 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 3 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 4 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. 5 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. 6 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 7 METRA BIOSYSTEMS, INC. REGISTRATION STATEMENT ON FORM 8-A/A3 EXHIBIT INDEX
PAGE NUMBER UNDER EXHIBIT SEQUENTIAL NUMBERING NUMBER EXHIBIT SYSTEM ------ ------- -------------------- [*] 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/A, dated November 11, 1998. 8 EX-4 2 EXHIBIT 4 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." "'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: 2 "'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. 3 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 -----END PRIVACY-ENHANCED MESSAGE-----