-----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, GlfrW1danmOnAjhi2R6v+Vis06TF/OTG8Gtz3jyUu311DlgLhA6Ooa2hTMbxyRmU ZxPOxcOJyWNAr2DhvbnZSA== 0001104659-06-039996.txt : 20060606 0001104659-06-039996.hdr.sgml : 20060606 20060606151543 ACCESSION NUMBER: 0001104659-06-039996 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060606 DATE AS OF CHANGE: 20060606 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 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 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: 06889083 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 SC 13D/A 1 a06-13307_1sc13da.htm AMENDMENT

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

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

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)

June 1, 2006

(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 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) 34.8%

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

CUSIP No. 727044 20 8

	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 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) 34.8%

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

CUSIP No. 727044 20 8

	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 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) 34.8%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 727044 20 8

	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 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) 22.2%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 727044 20 8

	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) 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 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) 12.5%

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 4 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”), Amendment No. 2 dated May 31, 2005 (“Amendment No. 2”) and Amendment No. 3 dated August 1, 2005 (“Amendment No. 3”) 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”), Windamere III, LLC (“Windamere”) and Fog City Fund, LLC (“Fog City”) 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 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, Amendment No. 2 and Amendment No. 3. All terms used but not defined in this Amendment No. 4 are as defined in the Original Statement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3. 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:
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, Amendment No. 2 and Amendment No. 3, and is set forth in Exhibit 1.4 attached hereto and incorporated herein by this reference.

Item 3.	Source and Amount of Funds or Other Consideration
There are no changes to Item 3.

Item 4.	Purpose of Transaction
There are no changes to Item 4.

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. 4.

2. Percent of class: The St. Paul, F&M and Split Rock: 34.8%; Windamere: 22.2%; Fog City: 12.5%. The foregoing percentages are calculated based on the 3,986,368 shares of Common Stock reported to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-QSB for the quarter ended March 31, 2006.

(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

(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: On June 1, 2006, Planet Technologies obtained an unsecured loan from Windamere in the principal amount of $250,000. Pursuant to the terms of the unsecured promissory note, Planet Technologies agreed to repay the outstanding principal amount and all accrued but unpaid interest on May 31, 2008. The note bears interest at a rate of 7% per annum and may be prepaid in whole or in part at any time without penalty. The note contains other standard terms, including payment by Planet Technologies of any attorneys’ fees an costs incurred by Windamere to obtain payment of the note when due. The foregoing description of the note is qualified in its entirety by a copy of the form of note, which has been filed as Exhibit 9 to this Amendment No. 4, 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 1.4		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 9		Form of Unsecured Promissory Note dated June 1, 2006 issued by 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.

June 6, 2006

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
1.4	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.

9	Form of Unsecured Promissory Note dated June 1, 2006 issued by Planet Technologies, Inc.	Filed herewith.

EX-1.4 2 a06-13307_1ex1d4.htm EX-1

EXHIBIT 1.4

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

Except as otherwise provided in this Exhibit 1.4, or in Exhibit 1.3 to Amendment No. 3, 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.

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	Retired Chief Executive Officer and President, Tennant Company	Office of Janet Dolan 7260 University Ave NE Suite 160 Fridley, MN 55432	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

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
Jay S. Fishman	Chairman, Chief Executive Officer, President and Director	Chairman, 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	Director	Senior Advisor, JPMorganChase	JPMorganChase 270 Park Avenue New York, NY 10017	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
Laurie J. Thomsen	Director	Retired General Partner, Prism Venture Partners	235 Nashawtuc Road Concord, MA 01742	0	None
Jay S. Benet	Vice Chairman & Chief Financial Officer	Vice Chairman & Chief Financial Officer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	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	0	None
Irwin R. Ettinger	Vice Chairman	Vice Chairman of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	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	0	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	0	None

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
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	0	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	0	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	0	None
Doreen Spadorcia	Executive Vice President - Claim	Executive Vice President – Claim of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	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	Executive Vice President, Commercial Lines	Executive Vice President, Commercial Lines 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	Vice Chairman & Chief Financial Officer and Director	Vice Chairman & Chief Financial Officer of F&M	One Tower Square Hartford, CT 06183	0	None

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
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	Senior Vice President & Chief Information Officer	Senior Vice President & Chief Information Officer of F&M	One Tower Square Hartford, CT 06183	0	None
William P. Hannon	EVP, Global Runoff Oper & Bus Conduct Officer	EVP, Global Runoff Oper & Bus Conduct Officer of F&M	One Tower Square Hartford, CT 06183	0	None
William H. Heyman	Vice Chairman & Chief Investment Officer and Director	Vice Chairman & Chief Investment Officer of F&M	385 Washington Street St. Paul, MN 55102	0	None
Michael F. Klein	Senior Vice President, Specialty	Senior Vice President, Specialty 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-9 3 a06-13307_1ex9.htm EX-9

EXHIBIT 9

UNSECURED PROMISSORY NOTE

$250,000		La Jolla, California

		June 1, 2006

For value received, the undersigned on behalf of Planet Technologies, Inc., a California corporation (“Company”), promises to pay to the order of Windamere III, LLC (“Lender”), at 6402 Cardeno Drive La Jolla CA 92037, or at such other place as may be designated in writing by Lender, the principal sum of TWO HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS ($250,000), with interest thereon at the fixed rate of seven percent (7%) per annum, calculated on the basis of a 365-day year compounded annually, until paid in full. All sums owing hereunder are payable in lawful money of the United States of America.

The outstanding principal balance of this note (“Principal”), together with all accrued but unpaid interest, shall be due and payable May 31, 2008 (“Maturity Date”).

This note is unsecured and may be prepaid in whole or in part at any time without penalty.

If Company fails to pay when due any sums payable hereunder THEN Lender may declare all sums owing under this note immediately due and payable.

If any attorney is engaged by Lender to enforce or construe any provision of this Note or the Security Agreement or as a consequence of any Default or Event of Default under this Note or the Security Agreement, with or without the filing of any legal action or proceeding, then Company shall immediately pay on demand all attorneys’ fees and all other costs incurred by Lender.

No previous waiver and no failure or delay by Lender in acting with respect to the terms of this note shall constitute a waiver of any breach, default, or failure of condition under this note or the obligations secured thereby. A waiver of any term of this note or of any of the obligations secured thereby must be made in writing and shall be limited to the express written terms of such waiver.

Company hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late charges, and diligence in taking any action to collect any sums owing under this Note or in proceeding against any of the rights or interests of Lender under this note. Time is of the essence with respect to every provision hereof. This note shall be construed and enforced in accordance with the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and all persons and entities in any manner obligated under this note consent to the jurisdiction of any Federal or State Court within the State of California, County of San Diego, having proper venue and also consent to service of process by any means authorized by California or Federal law.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE

OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its Chief Financial Officer.

Dated: May 29, 2006

	“Company”


	PLANET TECHNOLOGIES, INC.
	a California corporation

	/s/ Francesca DiNota
	Francesca DiNota, Chief Financial Officer

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

Under the Securities Exchange Act of 1934 (Amendment No. 4)*

Under the Securities Exchange Act of 1934
(Amendment No. 4)*