-----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, CnzQkSX3jF3tjlHszaOBXfjJktDiKF8+71z1ZEYWERaXOEL9GTF6E2R71JfsLGJN OfC4rjNazCr7p/9dOaqlSQ== 0001104659-06-057122.txt : 20060825 0001104659-06-057122.hdr.sgml : 20060825 20060825120036 ACCESSION NUMBER: 0001104659-06-057122 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060825 DATE AS OF CHANGE: 20060825 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: 061054872 BUSINESS ADDRESS: STREET 1: 96 DANBURY ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 8002553749 MAIL ADDRESS: STREET 1: 96 DANBURY ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 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 a06-18670_1sc13da.htm AMENDMENT #6

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

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)

 

August 7, 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

 

2




 

CUSIP No.   

 

 

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

 

3




 

CUSIP No.   

 

 

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

 

4




 

CUSIP No.   

 

 

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

 

5




 

CUSIP No.   

 

 

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

 

6




 

This Amendment No. 6 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”), Amendment No. 3 dated August 1, 2005 (“Amendment No. 3”), Amendment No. 4 dated June 1, 2006 (“Amendment No. 4”) and Amendment No. 5 dated August 7, 2006 (“Amendment No. 5”) 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, Amendment No. 3, Amendment No. 4 and Amendment No. 5.  All terms used but not defined in this Amendment No. 6 are as defined in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5.  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

 

There are no changes to Item 2.

 

 

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

 

7




 

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. 6. 

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 June 30, 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

 

 

8




(c)           None.

(d)           Not applicable.

(e)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons hereby amend in its entirety the disclosure added to Item 6 on Amendment No. 5 as follows:

On August 7, 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 August 6, 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 note, which has been filed as Exhibit 10 to this Amendment No. 6, and is incorporated herein by reference.

The Reporting Persons hereby add the following disclosure to this Item 6:

In consideration of Windamere’s agreement to make loans in the aggregate amount of $500,000 to Planet Technologies (which loans Windamere made on June 1, 2006 and August 7, 2006), Planet Technologies entered into a letter agreement with Windamere pursuant to which Planet Technologies granted to Windamere the right to demand that Planet Technologies file a shelf registration statement registering the resale of shares of Planet Technologies common stock held by Windamere, subject to certain limitations and restrictions.  The foregoing description of the letter agreement is qualified in its entirety by a copy of the letter agreement, which has been filed as Exhibit 11 to this Amendment No. 6, and is incorporated herein by reference.

 

 

Item 7.

Material to Be Filed as Exhibits

The Reporting Persons hereby amend in its entirety Exhibit 10 to Amendment No. 5.  Additionally, the Reporting Persons hereby add the following Exhibit 11 to this Item 7:

Exhibit 10               Unsecured Promissory Note dated August 7, 2006 issued by Planet Technologies, Inc.

Exhibit 11               Letter Agreement Dated August 4, 2006 by and between Planet Technologies, Inc. and Windamere III, LLC.

 

9




 

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.

August 25, 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

 

 

 

10




EXHIBIT INDEX

Exhibit
No.

 

Description

 

Method of Filing

10

 

Unsecured Promissory Note dated August 7, 2006 issued by Planet Technologies, Inc.

 

Filed herewith.

11

 

Letter Agreement Dated August 4, 2006 by and between Planet Technologies, Inc. and Windamere III, LLC.

 

Filed herewith.

 

11



EX-10 2 a06-18670_1ex10.htm EX-10

EXHIBIT 10

UNSECURED PROMISSORY NOTE

$250,000

 

La Jolla, California

 

 

August 7, 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 August 6, 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: August 8, 2006

 

“Company”

 

 

 

PLANET TECHNOLOGIES, INC.

 

a California corporation

 

 

 

/s/ Francesca DiNota

 

 

Francesca DiNota, Chief Financial Officer

 



EX-11 3 a06-18670_1ex11.htm EX-11

EXHIBIT 11

[Planet Letterhead]

August 4, 2006

Windamere III
6402 Cardeno Drive
La Jolla, California 92037

Dear Scott:

In consideration of the agreement to make loans in the aggregate amount of up to $500,000 by Windamere III, LLC (“Windamere III”), to Planet Technologies, Inc. (the “Company”), and in further consideration of Windamere III’s agreement to extend the time in which the Company must file a registration statement up to and including December 31, 2006, the Company hereby grants Windamere III the right to demand the Company effect a registration statement for the Windamere common-stock shares (“Demand Registration Notice”).

Subject to the provisions below, Windamere III may require up to three (3) separate Demand Registration Notices.  However, Windamere III may only make such an election after December 31, 2006 and not more than once in a six month period.

The Company shall as soon as practicable, and in any event within ninety (90) days after the date of a Demand Registration Notice, file a registration statement under the Securities Act of 1933, as amended, covering all of the common stock covering those securities that Windamere IIII requested to be registered and any additional common stock, as the case may be.

Notwithstanding the foregoing obligations, if the Company furnishes to Windamere III a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential.  Whenever required under a Demand Registration Notice to effect the registration of any common stock, the Company shall, as expeditiously as reasonably possible:

(a)           prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of Windamere III, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provide, however, that such one hundred twenty (120)-day period shall be extended for a period of time equal to the period Windamere III refrains, at the request of




an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration.

(b)           prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c)           furnish to Windamere III such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holder may reasonable request in order to facilitate their disposition of their common stock;

(d)           use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by Windamere III; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)           in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the [managing] underwriter of such offering;

(f)            use its commercially reasonable efforts to cause all such common-stock shares covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g)           provide a transfer agent and registrar for all common-stock shares registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)           promptly make available for inspection by the selling Holders, any [managing] underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by Windamere III, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonable requested by any such seller, underwriter, attorney, accountant, or agent in connection with any such registration statement;

(i)            notify Windamere III, promptly after the Company received notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and




(j)            after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

It shall be a condition precedent to the obligations of the Company to take any action pursuant to a Demand Registration Notice with respect to the common stock shares of Windamere III, that Windamere III shall furnish to the Company such information regarding itself, the common stock shares held by it, and the intended method of disposition of such securities a is reasonably required to effect the registration of Windamere III’s common-stock shares.

 

Very truly yours,

 

 

 

 

 

PLANET TECHNOLOGIES, INC.

 

 

 

 

 

/s/ Francesca DiNota

 

 

 

 

 

 

Francesca DiNota

 

 

CFO

 

Agreed:

 

 

 

 

 

Windamere III, LLC

 

 

 

 

 

/s/ Scott Glenn

 

 

 

 

 

 

By: Scott Glenn

 

 

Its: Manager

 

 



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