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-