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 56th Street
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

 

0

 

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

 

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

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

 

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