-----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, Hzs7PfChr0eJlSdT/CQepgFrt/XM0gDTDjIzdc77mF5OH30Ymbd6x42u9pJoE+gz 3orTuVgrCAjzy/AjUcdJRw== 0001295357-07-000007.txt : 20071113 0001295357-07-000007.hdr.sgml : 20071112 20071113155519 ACCESSION NUMBER: 0001295357-07-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071108 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOG CITY FUND LLC CENTRAL INDEX KEY: 0001283998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 071238109 BUSINESS ADDRESS: STREET 1: 2100 GREEN ST #102 CITY: SAN FRANCISCO STATE: CA ZIP: 94123 BUSINESS PHONE: 6505963686 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINDAMERE III LLC CENTRAL INDEX KEY: 0001284103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 071238110 BUSINESS ADDRESS: STREET 1: 6402 CARDENO DR CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8584562252 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Split Rock Partners LLC CENTRAL INDEX KEY: 0001295357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 071238111 BUSINESS ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: 952- 995-7474 MAIL ADDRESS: STREET 1: 10400 VIKING DR STREET 2: SUITE 550 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO CENTRAL INDEX KEY: 0000316747 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 071238112 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6153105458 FORMER NAME: FORMER CONFORMED NAME: SAINT PAUL FIRE & MARINE INSURANCE CO DATE OF NAME CHANGE: 19600201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAVELERS COMPANIES, INC. CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 071238113 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6513107911 MAIL ADDRESS: STREET 1: 385 WASHINGTON STREET CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER NAME: FORMER CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC DATE OF NAME CHANGE: 20040401 FORMER NAME: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER NAME: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-11-08 0 0000896861 PLANET TECHNOLOGIES, INC PLNT 0000086312 TRAVELERS COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0000316747 ST PAUL FIRE & MARINE INSURANCE CO 385 WASHINGTON STREET ST. PAUL MN 55102 0 0 1 0 0001295357 Split Rock Partners LLC 10400 VIKING DR SUITE 550 MINNEAPOLIS MN 55344 0 0 1 0 0001284103 WINDAMERE III LLC 6402 CARDENO DRIVE LA JOLLA CA 92037 0 0 1 0 0001283998 FOG CITY FUND LLC 369-B THIRD STREET #375 SAN RAFAEL CA 94901 0 0 1 0 Common Stock 886000 I by Windamere III, LLC Common Stock 500000 I by Fog City Fund, LLC Series B Preferred Stock 2007-11-08 4 P 0 83333 6 A Common Stock 222000 83333 I by Windamere III, LLC Represents securities held directly by Windamere III, LLC. Voting and investment power over the shares are generally held by the managing member of Windamere III, LLC; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Windamere III, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Windamere III, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The Travelers Companies, Inc., owns a controlling interest of Windamere III, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Represents securities held directly by Fog City Fund, LLC. Voting and investment power over the shares are generally held by the managing member of Fog City Fund, LLC; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Fog City Fund, LLC. Split Rock Partners, LLC has the right to appoint a majority of the members of the board of directors of Fog City Fund, LLC. St. Paul Fire and Marine Insurance Company, a wholly owned subsidiary of The Travelers Companies, Inc., owns a controlling interest of Fog City Fund, LLC. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. may be deemed to be an indirect beneficial owner of the reported securities. Each of Split Rock Partners, LLC, St. Paul Fire and Marine Insurance Company and The Travelers Companies, Inc. disclaims any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each share of Series B Preferred Stock is convertible into 2.66 shares of Common Stock, subject to adjustment under certain circumstances. The securities are not convertible until June 1, 2008 or earlier under certain circumstances. Not applicable The Series B Preferred Stock was purchased by cancellation of indebtedness of the Company to Windamere III, LLC of an aggregate principal amount of $500,000. /s/ Bruce A. Backberg, Senior Vice President for The Travelers Companies, Inc. 2007-11-13 /s/ Bruce A. Backberg, Senior Vice President for St. Paul Fire and Marine Insurance Company 2007-11-13 /s/ Steven L.P. Schwen, Chief Financial Officer for Split Rock Partners, LLC 2007-11-13 /s/ Scott L. Glenn, Mananging Member for Windamere III, LLC 2007-11-13 /s/ Nancy S. Olson, Managing Member for Fog City Management, LLC, the Managing Member of Fog City Fund, LLC 2007-11-13 -----END PRIVACY-ENHANCED MESSAGE-----