-----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, CKCba2hofDIiCw0PTLj6JNMN7pqZ4W4DWOsR2p95qVUP90eiyKMX0zwZhoDkYP4Z yllJ/MwG0Gukuy7sgYRlWQ== 0001104659-04-040839.txt : 20041222 0001104659-04-040839.hdr.sgml : 20041222 20041222125117 ACCESSION NUMBER: 0001104659-04-040839 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 GROUP MEMBERS: SPLIT ROCK PARTNERS, LLC GROUP MEMBERS: ST. PAUL FIRE AND MARINE INSURANCE COMPANY GROUP MEMBERS: WINDAMERE III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLANET TECHNOLOGIES, INC CENTRAL INDEX KEY: 0000896861 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49423 FILM NUMBER: 041219901 BUSINESS ADDRESS: STREET 1: 9985 BUSINESS PARK AVE STE A CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 8585495130 MAIL ADDRESS: STREET 1: 9985 BUSINESSPARK AVE STREET 2: STE A CITY: SAN DIEGO STATE: CA ZIP: 92131 FORMER COMPANY: FORMER CONFORMED NAME: PLANET POLYMER TECHNOLOGIES INC DATE OF NAME CHANGE: 19950516 FORMER COMPANY: FORMER CONFORMED NAME: PLANET POLYMER TECHNOLOGY INC DATE OF NAME CHANGE: 19950511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 a04-15237_2sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Planet Technologies, Inc.

(formerly known as Planet Polymer Technologies, Inc.)

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

727044 20 8

(CUSIP Number)

Bruce A. Backberg
Senior Vice President
The St. Paul Travelers Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7916

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 17, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 727044 20 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The St. Paul Travelers Companies, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Minnesota corporation

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 200,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 200,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.7%

	14.	Type of Reporting Person (See Instructions) HC and CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) St. Paul Fire and Marine Insurance Company

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Minnesota corporation

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 200,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 200,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.7%

	14.	Type of Reporting Person (See Instructions) IC and CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Split Rock Partners, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 200,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 200,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.7%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Windamere III, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 200,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 200,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 9.7%

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 1 to Schedule 13D hereby amends and supplements a Schedule 13D dated November 30, 2004 (the “Original Statement”) filed by and on behalf of The St. Paul Travelers Companies, Inc. (“The St. Paul”), St. Paul Fire and Marine Insurance Company (“F&M”), Split Rock Partners, LLC (“Split Rock”) and Windamere III, LLC (“Windamere”) with respect to the common stock, no par value (the “Common Stock”), of Planet Technologies, Inc., a California corporation (“Planet Technologies”). The St. Paul, F&M, Split Rock and Windamere are sometimes collectively referred to herein as the “Reporting Persons.”

Except as set forth below, there are no changes to the information in the Original Statement. All terms used but not defined in this Amendment No. 1 are as defined in the Original Statement. The summary descriptions contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 1.	Security and Issuer

Item 2.	Identity and Background
The Reporting Persons hereby add the following disclosure to this Item 2:
Certain information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons has changed since the filing of the Original Statement and is set forth in Exhibit 1.1 attached hereto and incorporated herein by this reference.

Item 3.	Source and Amount of Funds or Other Consideration
The Reporting Persons hereby add the following disclosure to this Item 3:
On December 17, 2004, Windamere purchased in a private placement offering, an additional 100,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $250,000. Corporate funds of Windamere were used to purchase the shares.
No funds used to purchase any of the shares of Common Stock reported on this Amendment No. 1 were borrowed.

Item 4.	Purpose of Transaction
The Reporting Persons hereby add the following disclosure to this Item 4:
On December 17, 2004, Windamere purchased in a private placement offering, an additional 100,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $250,000. Corporate funds of Windamere were used to purchase the shares.
No funds used to purchase any of the shares of Common Stock reported on this Amendment No. 1 were borrowed.

Item 5.	Interest in Securities of the Issuer
(a) 1. Amount beneficially owned: Each of the Reporting Persons may be deemed to own beneficially 200,000 shares of Common Stock of Planet Technologies. F&M is a wholly owned subsidiary of The St. Paul. F&M owns a controlling interest in Windamere. Windamere is managed by the Managing Member, Scott L. Glenn; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere. Split Rock has the right to appoint a majority of the members of the board of directors of Windamere. Decisions by Split Rock with respect to who to appoint as Windamere directors are made by a two-thirds vote of the four Split Rock Managing Directors. Windamere is the record owner of 200,000 shares of Common Stock. By virtue of the affiliate relationships among the Reporting Persons, each Reporting Person may be deemed to own beneficially all of the shares described in this Amendment No. 1.
2. Percent of class: Reporting Persons: 9.7%. The foregoing percentages are calculated based on the 2,060,317 shares of Common Stock reported to be outstanding by the Issuer to the Reporting Persons.
(b) Number of shares as to which each of the Reporting Persons has:
(i) Sole power to vote or to direct the vote		0
(ii) Shared power to vote or to direct the vote		200,000
(iii) Sole power to dispose or to direct the disposition of		0
(iv) Shared power to dispose or to direct the disposition of		200,000
(c) Other than as reported in this Amendment No. 1 and the Original Statement, no Reporting Person has effected any transaction in the Common Stock of Planet Technologies during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons hereby add the following disclosure to this Item 6:
The additional shares of Common Stock purchased on December 17, 2004 and reported on this Amendment No. 1 as beneficially owned by the Reporting Persons were issued pursuant to a Subscription Agreement between Windamere and Planet Technologies dated December 17, 2004, a copy of which has been filed as Exhibit 5 to this Amendment No. 1 and is incorporated herein by reference. The shares of Common Stock reported on this Amendment No. 1 are entitled to certain registration rights pursuant to a Registration Rights Agreement dated November 30, 2004 between Planet Technologies and Allergy Free, LLC, a copy of which was filed as Exhibit 4 to the Original Statement and is incorporated herein by reference.

Item 7.		Material to Be Filed as Exhibits
The Reporting Persons hereby add the following exhibits to this Item 7:
	Exhibit 1.1		Additional information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC
	Exhibit 5		Subcription Agreement dated December 17, 2004 between Windamere III, LLC and Planet Technologies, Inc.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

December 22, 2004

THE ST. PAUL TRAVELERS COMPANIES, INC.


By:			/s/ Bruce A. Backberg
							Bruce A. Backberg
Its:							Senior Vice President


ST. PAUL FIRE AND MARINE INSURANCE COMPANY


By:		/s/ Bruce A. Backberg
						Bruce A. Backberg
Its:							Senior Vice President


SPLIT ROCK PARTNERS, LLC


By:	/s/ Steven L.P. Schwen
					Steven L.P. Schwen
Its:					Chief Financial Officer


WINDAMERE III, LLC


By:	/s/ Scott L. Glenn
				Scott L. Glenn
Its:				Managing Member

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
1.1	Additional information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC	Filed herewith.
5	Subcription Agreement dated December 17, 2004 between Windamere III, LLC and Planet Technologies, Inc.	Filed herewith.

EX-1.1 2 a04-15237_2ex1d1.htm EX-1.1

EXHIBIT 1.1

DIRECTORS AND EXECUTIVE OFFICERS OF
THE ST. PAUL TRAVELERS COMPANIES, INC.,
ST. PAUL FIRE AND MARINE INSURANCE COMPANY,
SPLIT ROCK PARTNERS, LLC AND
WINDAMERE III, LLC

Since the Original Statement, Scott L. Glenn, Managing Member and Director of Windamere III, LLC and President, CEO and Chairman of Planet Technologies, Inc., acquired beneficial ownership of an additional 100,000 shares of Common Stock, resulting in Glenn owning an aggregate of 970,808 shares of Common Stock.

EX-5 3 a04-15237_2ex5.htm EX-5

EXHIBIT 5

No. 3

SUBSCRIPTION AGREEMENT
PLANET POLYMER TECHNOLOGIES, INC.

1. SUBSCRIPTION. The undersigned is of legal age and hereby subscribes for and agrees to purchase the number of common shares (the “Shares”) in Planet Polymer Technologies, Inc., a California corporation (the “Issuer”), set forth below at a purchase price per share equal to $.05 per share (pre-reverse stock split as described in the Information Package, or at $2.50 per share post-reverse stock split.) The undersigned acknowledges receipt of the Private Placement Information Package (“Information Package”) dated December, 2004, and hereby acknowledges that he/she has had reasonable opportunity to examine such Information Package. Capitalized terms used herein shall have the same meaning as in such Information Package.

2. PROCEDURE FOR ACCEPTANCE. The undersigned understands that if his/her application is accepted, the Issuer will return to him/her a copy of the signature page of this Subscription Agreement with the acceptance form filled out below.

3. TERMS AND CONDITIONS. The undersigned hereby agrees to be bound by all the terms and conditions described in the Information Package.

4. REPRESENTATIONS AND WARRANTIES. The undersigned hereby warrants and represents to the Issuer that the following statements are true:

(a) The undersigned acknowledges that either: (i) No person has acted as the undersigned’s “Purchaser Representative” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “Act”), as amended, and pursuant to Section 4(2) of the Act; or (ii) (A) the undersigned has relied upon the advice of a Purchaser Representative as to the merits of an investment in the Issuer and the suitability of that investment in the Shares for the undersigned; and (B) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to you herewith) during the course of this transaction (1) any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and his/her or its Affiliates and the Issuer and its respective Affiliates, and (2) any compensation received or to be received as a result thereof.

(b) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Issuer or (if applicable) the undersigned and his/her Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment in the Issuer, and that such evaluation has been made and the decisions to invest is based upon such evaluation.

(c) The undersigned has received and read and is familiar with the Information Package, including the documents and exhibits annexed thereto and any

amendments thereof, and if he/she has so requested, all documents, records and books pertaining to the proposed investment in the Issuer have been made available to him/her and (if applicable) his/her Purchaser Representative.

(d) The undersigned and (if applicable) the undersigned’s Purchaser Representative have had an opportunity to ask questions of and receive satisfactory answers from a person or persons acting on the Issuer’s behalf concerning the Issuer and the terms and conditions of an investment in the Issuer, and all such questions have been answered to the full satisfaction of the undersigned.

(e) The Shares for which the undersigned hereby subscribes will be acquired for the undersigned’s own account for investment and not with a view to, or for resale in connection with, any distribution of the Shares within the meaning of the Act and he does not now have any reason to anticipate any change in the undersigned’s circumstances or other particular occasion or event which would cause the undersigned to sell the undersigned’s Shares.

(f) The undersigned could afford the loss of the entire investment in the Issuer without undue financial hardship.

(g) The undersigned represents that: (i) it has been called to the undersigned’s attention, both in the Information Package and by those individuals with whom the undersigned has dealt in connection with the undersigned’s investment in the Issuer, that the undersigned’s investment in the Issuer involves a high degree of risk which may result in the loss of the total amount of the undersigned’s investment; and (ii) no assurances are to have been made regarding the likelihood of profitability of the Issuer.

(h) The undersigned has received no representations or warranties from the Issuer, or its Affiliates, agents or representatives other than those contained in the Information Package and, in making the undersigned’s investment decision, the undersigned is relying solely on the information contained in the Information Package and investigations made by the undersigned or (if applicable) the undersigned’s Purchaser Representative.

(i) The undersigned is relying solely on his/her own legal advisors with respect to all legal and tax issues related to his/her investment in the Issuer.

The undersigned agrees to notify the Issuer immediately if any of the statements made herein shall become untrue.

5. RETURN OF FUNDS. The Issuer shall have the right to accept or reject this subscription, in whole or in part, and this subscription shall be deemed to be accepted by the Issuer only when a copy of the signature page of this Subscription Agreement is executed by the Issuer. Subscriptions need not be accepted in the order received by the Issuer. Should this subscription be rejected, or should the sale of all of the Shares not be completed, the Issuer shall promptly return, with interest, the capital contribution enclosed herewith.

6. RESTRICTIONS ON TRANSFER. The undersigned acknowledges that the undersigned is aware that no market may exist for resale of the Shares and that there are substantial restrictions on the transferability of the Shares. The Shares have not been registered, and the undersigned has no right to require that they be registered, under the Act or under any state securities laws, and it is unlikely that the Shares will be so registered. The undersigned agrees that the Shares may not be sold in the absence of registration unless such sale is exempt from registration under the Act and any applicable state securities laws. The undersigned also acknowledges that the undersigned shall be responsible for compliance with all conditions on transfer imposed by any Commissioner of Securities of any state and for any expenses incurred by the Issuer for legal or accounting services in connection with reviewing such proposed transfer or issuing opinions in connection therewith.

7. PRIVATE PLACEMENT QUESTIONNAIRE. The undersigned has attached to this Subscription Agreement the Private Placement Questionnaire (and, if applicable, the Purchaser Representative Questionnaire) which has been duly and properly completed and executed by the undersigned (and the Purchaser Representative, if applicable).

THE SHARES SUBSCRIBED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE ISSUER, SUCH REGISTRATION IS NOT REQUIRED.

IN WITNESS WHEREOF, the undersigned has subscribed to purchase 100,000 common Shares of Planet Polymer Technologies, Inc., at $2.50 per share and has executed this Subscription Agreement as of the 17th day of December, 2004, at La Jolla, California. Enclosed is my check for $250,000.

By:		/s/ Scott L. Glenn		6402 Cardeno Drive
	Scott L. Glenn			Address
	Its: Managing Member

				La Jolla, CA 92037
				City, State and Zip Code


				(858) 456-2252
Social Security Number or Federal Tax Identification Number				Telephone No.


Name in which Shares shall be registered (please print):

WINDAMERE III, LLC


Subscription Accepted for 100,000 Shares

Planet Polymer Technologies, Inc. a California corporation


By:			/s/ Scott L. Glenn
			President/CEO

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Under the Securities Exchange Act of 1934
(Amendment No. 1)*