-----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, BW+OnAxc7/sQyq6S9teKYhfYvGDW2ZY0yYqKnFVOpdkCD7mr/wwIzf72xviJfF7F KklJmAavjqEtL4nPJFX/bQ== 0001104659-05-036399.txt : 20050804 0001104659-05-036399.hdr.sgml : 20050804 20050804140647 ACCESSION NUMBER: 0001104659-05-036399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 GROUP MEMBERS: FOG CITY FUND, LLC 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: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] 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: 05998815 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 a05-14252_1sc13da.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. 3)*

Planet 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)

August 1, 2005

(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)
		(a)			o
		(b)			o
		Not Applicable

	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 1,386,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,386,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,000 (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) 41.2%

	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)
		(a)			o
		(b)			o
		Not Applicable

	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 1,386,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,386,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,000 (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) 41.2%

	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)
		(a)			o
		(b)			o
		Not Applicable

	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 1,386,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,386,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,386,000 (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) 41.2%

	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)
		(a)			o
		(b)			o
		Not Applicable

	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 886,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 886,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 886,000 (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) 26.3%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fog City Fund, LLC

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

	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 500,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 500,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (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) 14.9%

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 3 to Schedule 13D hereby amends and supplements a Schedule 13D dated November 30, 2004 (the “Original Statement”), as amended by Amendment No. 1 dated December 17, 2004 (“Amendment No. 1”) and Amendment No. 2 dated May 31, 2005 (“Amendment No. 2”) 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, Windamere and Fog City Fund, LLC 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, as amended by Amendment No. 1 and Amendment No. 2. All terms used but not defined in this Amendment No. 3 are as defined in the Original Statement, as amended by Amendment No. 1 and Amendment No. 2. 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
	There are no changes to Item 1.

Item 2.	Identity and Background
The Reporting Persons hereby add the following disclosure to this Item 2:
(a) Fog City Fund, LLC (“Fog City”) is hereby added as a Reporting Person.
(b) The principal business address of Fog City is 2100 Green Street #102, San Francisco, California 94123.
(c) Fog City is a Delaware limited liability company and is principally engaged in the venture capital business.
(d) Fog City has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Fog City has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
(f) Not applicable
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, as amended by Amendment No. 1 and Amendment No. 2, and is set forth in Exhibit 1.3 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 August 1, 2005, Windamere purchased in a private placement offering, an additional 586,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $1,465,000. Corporate funds of Windamere were used to purchase the shares.
On August 1, 2005, Fog City purchased in a private placement offering, 500,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $1,250,000. Corporate funds of Fog City were used to purchase the shares.
No funds used to purchase any of the shares of Common Stock reported on this Amendment No. 3 were borrowed.

Item 4.	Purpose of Transaction
The Reporting Persons hereby add the following disclosure to this Item 4:
On August 1, 2005, Windamere purchased in a private placement offering, an additional 586,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $1,465,000. Corporate funds of Windamere were used to purchase the shares.
On August 1, 2005, Fog City purchased in a private placement offering, 500,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share, for an aggregate purchase price of $1,250,000. Corporate funds of Fog City were used to purchase the shares.
No funds used to purchase any of the shares of Common Stock reported on this Amendment No. 3 were borrowed.

Item 5.	Interest in Securities of the Issuer
(a) 1. Amount beneficially owned: The St. Paul, F&M and Split Rock may be deemed to own beneficially 1,386,000 shares of Common Stock of Planet Technologies. Windamere is the record owner of 886,000 shares of Common Stock of Planet Technologies. Fog City is the record owner of 500,000 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 each of Windamere and Fog City. 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. Fog City is managed by the Managing Member, Fog City Management, LLC; however, investment or dispositions in excess of certain amounts must be approved by the board of directors of Fog City. Split Rock has the right to appoint a majority of the members of the board of directors of both Windamere and Fog City. Decisions by Split Rock with respect to who to appoint as Windamere or Fog City directors are made by a two-thirds vote of the four Split Rock Managing Directors. By virtue of the affiliate relationships among the Reporting Persons, each of The St. Paul, F&M and Split Rock may be deemed to own beneficially 1,386,000 shares of Common Stock of Planet Technologies, Windamere may be deemed to own beneficially 886,000 shares of Common Stock of Planet Technologies, and Fog City may be deemed to own beneficially 500,000 shares of Common Stock of Planet Technologies described in this Amendment No. 3.

2. Percent of class: The St. Paul, F&M and Split Rock: 41.2%; Windamere: 26.3%; Fog City: 14.9%. The foregoing percentages are calculated based on the 3,366,368 shares of Common Stock reported to be outstanding by the Issuer to the Reporting Persons as of August 1, 2005.

(b) Number of shares as to which each of The St. Paul, F&M and Split Rock has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,386,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,386,000

Number of shares as to which Windamere has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	886,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	886,000

Number of shares as to which Fog City has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	500,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	500,000

(c) Other than as reported in this Amendment No. 3, Amendment No. 2, 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 by Windamere on August 1, 2005 and reported on this Amendment No. 3 as beneficially owned by The St. Paul, F&M, Split Rock and Windamere were issued pursuant to a Subscription Agreement between Windamere and Planet Technologies dated August 1, 2005, a copy of which has been filed as Exhibit 7 to this Amendment No. 3 and is incorporated herein by reference.
The shares of Common Stock purchased by Fog City on August 1, 2005 and reported on this Amendment No. 3 as beneficially owned by The St. Paul, F&M, Split Rock and Fog City were issued pursuant to a Subscription Agreement between Fog City and Planet Technologies dated August 1, 2005, a copy of which has been filed as Exhibit 8 to this Amendment No. 3 and is incorporated herein by reference.
The shares of Common Stock reported on this Amendment No. 3 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 1.3		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, Windamere III, LLC and Fog City Fund, LLC.
Exhibit 7		Subscription Agreement dated August 1, 2005 between Windamere III, LLC and Planet Technologies, Inc.
Exhibit 8		Subscription Agreement dated August 1, 2005 between Fog City Fund, LLC and Planet Technologies, Inc.

SIGNATURE

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.

August 4, 2005

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


FOG CITY FUND, LLC

	By: Fog City Management, LLC, its Managing Member

		By:	/s/ Nancy S. Olson
				Nancy S. Olson
		Its:		Managing Member

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
1.3	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, Windamere III, LLC and Fog City Fund, LLC	Filed herewith.

7	Subscription Agreement dated August 1, 2005 between Windamere III, LLC and Planet Technologies, Inc.	Filed herewith.

8	Subscription Agreement dated August 1, 2005 between Fog City Fund, LLC and Planet Technologies, Inc.	Filed herewith.

EX-1.3 2 a05-14252_1ex1d3.htm EX-1.3

EXHIBIT 1.3

DIRECTORS AND EXECUTIVE OFFICERS OF

THE ST. PAUL TRAVELERS COMPANIES, INC.,

ST. PAUL FIRE AND MARINE INSURANCE COMPANY,
SPLIT ROCK PARTNERS, LLC,
WINDAMERE III, LLC AND
FOG CITY FUND, LLC

Since Amendment No. 2, Scott L. Glenn, Managing Member and Director of Windamere III, LLC and President, CEO and Chairman of Planet Technologies, Inc., by virtue of the Windamere III, LLC acquisition reported on Amendment No. 3, acquired beneficial ownership of 586,000 shares, resulting in Mr. Glenn beneficially owning an aggregate of 1,681,944 shares of Common Stock.

Except as otherwise provided in this Exhibit 1.3, or in Exhibit 1.2 to Amendment No. 2 or in Exhibit 1.1 to Amendment No. 1, none of the information regarding the individuals affiliated with Split Rock Partners, LLC and Windamere III, LLC has changed since the filing of Exhibit 1 to Schedule 13D dated November 30, 2004.

Nancy S. Olson is the Managing Member of Fog City Management, LLC. Fog City Management, LLC is the Managing Member of Fog City Fund, LLC. Olson, as a result of her ownership of Allergy Free, LLC, acquired 63,695 shares of Common Stock of Planet Technologies, Inc. pursuant to the Asset Purchase Agreement entered into between Planet Technologies, Inc. and Allergy Free, LLC on November 30, 2004. The shares of Common Stock acquired by Olson are entitled to certain registration rights pursuant to a Registration Rights Agreement dated November 30, 2004 between Planet Technologies and Allergy Free, LLC.

During the last five years, neither Scott L. Glenn nor Nancy S. Olson has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violations with respect to such laws. Both Mr. Glenn and Ms. Olson are citizens of the United States.

The names and present principal occupations of the current directors and executive officers of The St. Paul Travelers Companies, Inc. and St. Paul Fire and Marine Insurance Company are set forth below. During the last five years, none of the individuals has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violations with respect to such laws. All of the individuals listed below are citizens of the United States.

The St. Paul Travelers Companies, Inc.

Name	Position with The St. Paul Travelers	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
John H. Dasburg	Director	Chairman and Chief Executive Officer, ASTAR Air Cargo, Inc.	ASTAR Air Cargo, Inc. 2 South Biscayne Blvd., Suite 3663 Miami, FL 33131	0	None
Leslie B. Disharoon	Director	Retired Chairman and President, Monumental Corporation	2715 Farmington Heights Charlottesville, VA 22901	0	None
Janet M. Dolan	Director	Chief Executive Officer and President, Tennant Company	Tennant Company 701 N.Lilac Drive Minneapolis, MN 55422	0	None
Kenneth M. Duberstein	Director	Chairman and Chief Executive Officer, The Duberstein Group, Inc.	The Duberstein Group 2100 Pennsylvania Ave. NW, Suite 500 Washington, DC 20037	0	None
Jay S. Fishman	Chief Executive Officer, President and Director	Chief Executive Officer and President of The St. Paul Travelers Companies, Inc.	The St. Paul Travelers Companies, Inc. 385 Washington Street St. Paul, MN 55102	0	None
Lawrence G. Graev	Director	Chief Executive Officer and President, The GlenRock Group, LLC	The GlenRock Group, LLC Tower 56 126 East 56^thStreet New York, NY 10022	0	None
Thomas R. Hodgson	Director	Retired President and Chief Operating Officer, Abbott Laboratories	225 E. Deerpath Suite 222 Lake Forest, IL 60045	0	None
Robert I. Lipp	Chairman and Director	Chairman of The St. Paul Travelers Companies, Inc.	The St. Paul Travelers Companies, Inc. One Tower Square Hartford, CT 06183	0	None
Blythe J. McGarvie	Director	President, Leadership for International Finance	Leadership for International Finance 3025 River Oaks Road Williamsburg, VA 23185	0	None
Glen D. Nelson, M.D.	Director	Retired Vice Chairman, Medtronic, Inc.	301 Carlson Parkway, Suite 315 Minnetonka, MN 55305	0	None
Clarence Otis, Jr.	Director	Chief Executive Officer of Darden Restaurants, Inc.	Darden Restaurants, Inc. 5900 Lake Ellenor Drive Orlando, FL 32809	0	None
Charles W. Scharf	Director	Chief Executive Officer, Retail Division, JPMorgan Chase & Co.	JPMorgan Chase & Co. Retail Financial Services 270 Park Avenue New York, NY 10017	0	None

Laurie J. Thomsen	Director	Retired General Partner, Prism Venture Partners	235 Nashawtuc Road Concord, MA 01742	None
Jay S. Benet	Executive Vice President – Chief Financial Officer	Executive Vice President – Chief Financial Officer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	None
Andy F. Bessette	Executive Vice President – Chief Administrative Officer	Executive Vice President – Chief Administrative Officer of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Irwin R. Ettinger	Vice Chairman	Vice Chairman of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
William H. Heyman	Vice Chairman & Chief Investment Officer	Vice Chairman & Chief Investment Officer of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Joseph P. Lacher, Jr.	Executive Vice President – Personal Lines	Executive Vice President – Personal Lines of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Brian W. MacLean	Executive Vice President & Chief Operating Officer	Executive Vice President & Chief Operating Officer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Douglas K. Russell	Senior Vice President, Controller & Treasurer	Senior Vice President, Controller & Treasurer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Kenneth F. Spence, III	Executive Vice President and General Counsel	Executive Vice President and General Counsel of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Doreen Spadorcia	Executive Vice President - Claim	Executive Vice President - Claim of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None

St. Paul Fire and Marine Insurance Company

Name	Position with F&M	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
John J. Albano	President, Commercial Accounts	President, Commercial Accounts of F&M	One Tower Square Hartford, CT 06183	0	None
Bruce A. Backberg	Sr. Vice President & Corporate Secretary	Sr. Vice President & Corporate Secretary of F&M	385 Washington Street St. Paul, MN 55102	0	None
Jay S. Benet	Executive Vice President & Chief Financial Officer and Director	Executive Vice President & Chief Financial Officer of F&M	One Tower Square Hartford, CT 06183	0	None
Andy F. Bessette	Executive Vice President & Chief Administrative Officer	Executive Vice President & Chief Administrative Officer of F&M	385 Washington Street St. Paul, MN 55102	0	None
William A. Bloom	Chief Information Officer	Chief Information Officer of F&M	One Tower Square Hartford, CT 06183	0	None
William P. Hannon	EVP, Global Runoff	EVP, Global Runoff of F&M	One Tower Square Hartford, CT 06183	0	None
William H. Heyman	Executive Vice President & Chief Investment Officer and Director	Executive Vice President & Chief Investment Officer of F&M	385 Washington Street St. Paul, MN 55102	0	None
Michael F. Klein	President, FPS	President, FPS of F&M	385 Washington Street St. Paul, MN 55102	0	None
Kenneth F. Spence, III	Executive Vice President & General Counsel	Executive Vice President & General Counsel of F&M	385 Washington Street St. Paul, MN 55102	0	None
Gregory M. Vezzosi	Senior Vice President, Specialty	Senior Vice President, Specialty of F&M	385 Washington Street St. Paul, MN 55102	0	None

EX-7 3 a05-14252_1ex7.htm EX-7

EXHIBIT 7

SUBSCRIPTION AGREEMENT
PLANET 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 Technologies, Inc., a California corporation (the “Issuer”), set forth below at a purchase price per share equal to $2.50 per share. The undersigned acknowledges receipt of the Private Placement Information Package (“Information Package”), 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 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 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 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.

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 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 586,000 common Shares of Planet Technologies, Inc., at $2.50 per share and has executed this Subscription Agreement as of the 1st day of August, 2005, at San Diego, California. A wire transfer for $1,465,000 has been executed.

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


				La Jolla, CA 92037
				City, State and Zip Code


41-1926305				(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 586,000 Shares

Planet Technologies, Inc. a California corporation


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

EX-8 4 a05-14252_1ex8.htm EX-8

EXHIBIT 8

SUBSCRIPTION AGREEMENT
PLANET TECHNOLOGIES, INC.

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:

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

(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.

(i) The undersigned is relying solely on his 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.

IN WITNESS WHEREOF, the undersigned has subscribed to purchase 500,000 common Shares of Planet Technologies, Inc., at $2.50 per share and has executed this Subscription Agreement as of the 1st day of August, 2005, at San Diego, California. A wire transfer for $1,250,000 has been executed.

FOG CITY FUND, LLC				2100 Green Street #102
				Address
By:		Fog City Management, LLC, Its Managing Member

By:		/s/ Nancy S. Olson
		Nancy S. Olson		San Francisco, CA 94123
		Its: Managing Member		City, State and Zip Code


41-1985480				(415) 885-1152
Social Security Number or Federal Tax Identification Number				Telephone No.


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

Fog City Fund, LLC


Subscription Accepted for 500,000 Shares

Planet 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. 3)*

SIGNATURE

Under the Securities Exchange Act of 1934
(Amendment No. 3)*