UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2002 (December 28, 2001)

Planet Polymer Technologies, Inc.

(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation)

0-26804	33-0502606
(Commission File No.)	(IRS Employer Identification No.)

9985 Businesspark Avenue, Suite A
San Diego, California 92131
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 549-5130

TABLE OF CONTENTS

	Item 2. Acquisition or disposition of Assets.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
		PRO FORMA BALANCE SHEET
		PRO FORMA STATEMENTS OF OPERATIONS
		PRO FORMA STATEMENTS OF OPERATIONS

Item 2. Acquisition or disposition of Assets.

As previously disclosed on Form 8-K Item 2, filed with the Commission on January 10, 2002, Planet Polymer Technologies, Inc. (the “Company”) sold certain assets of the Company relating to its Metal Injection Molding (MIM) business, including intellectual property, technology, manufacturing equipment and raw materials and finished goods to Ryer Industries LLc (Ryer). In consideration of these assets, Ryer agreed to pay to the Company various cash payments in the amount of $328,157.17 through December 2002, plus a royalty of 6% on sales of custom feedstocks sold during the period January 1, 2002 and December 31, 2009. Additionally, Ryer has agreed to pay the Company a royalty on all tungsten carbide feedstock sales in the amount of $2.50 per net pound produced during the period July 1, 2002 and June 30, 2010, as well as enter into a Consulting Agreement with the Company on December 28, 2001, under which Ryer is to compensate the Company for consulting services related to the business and technology sold to Ryer. The aforesaid consideration was determined by mutual agreement of the parties.

2

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a)	Financial Statements of Business Acquired
	Not Applicable
(b)	Pro Forma Financial Information
	The following unaudited pro forma financial statements are filed with this report:

Pro Forma Balance Sheet at September 30, 2001	Page F-1
Pro Forma Statement of Operations for the nine months ended September 30, 2001	Page F-2
Pro Forma Statement of Operations for the years ended December 31, 2000	Page F-3

	The unaudited pro forma balance sheet of Planet Polymer Technologies, Inc. (the “Company”) as of September 30, 2001 reflects the financial position of the Company assuming the disposition took place on September 30, 2001. The unaudited pro forma statement of operations for the nine months ended September 30, 2001 and for the year ended December 31, 2000 give effect to the disposition as if such disposition occurred on January 1, 2000 and are based on the operations of the Company for the nine months ended September 30, 2001 and for the year ended December 31, 2000.
	The unaudited pro forma financial statements have been prepared by the Company based upon assumptions it deemed proper. The unaudited pro forma financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the transaction been in effect as of the date or for the periods presented. In addition, it should be noted that the Company’s financial statements will reflect the disposition on December 28, 2001, the effective date.
	The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and related notes of the Company.
(c)	Exhibits
	The Company previously filed the Purchase and Sale Agreement, including the Consulting Agreement filed as Exhibit 2.1 with the Commission on January 10, 2002.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Planet Polymer Technologies, Inc.
Dated: March 7, 2002	By:	/s/ Richard C. Bernier
		Richard C. Bernier Chief Executive Officer and President

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PLANET POLYMER TECHNOLOGIES, INC.

PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)

						Pro Forma Adjustments
			As Reported			MIM(1)			Other			Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents		$	295,862		$	—		$	61,657	(2)	$	357,519
	Accounts receivable			34,931			(19,867	)		—			15,064
	Note receivable			—			—			256,370	(3)		256,370
	Inventories			104,326			(59,234	)		—			45,092
	Prepaid expenses			96,584			(250	)		—			96,334
		Total current assets		531,703			(79,351	)		318,027			770,379
Property and equipment, net				160,762			(104,639	)		—			56,123
Patents and trademarks, net				373,443			(46,926	)		—			326,517
Other assets				6,605			—			—			6,605
		Total assets	$	1,072,513		$	(230,916	)	$	318,027		$	1,159,624
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	114,952		$	(71,160	)	$	—		$	43,792
	Accrued payroll and vacation			28,344			(3,438	)		—			24,906
	Short-term debt			42,629			—			—			42,629
	Current portion of capital lease obligations			10,397			—			—			10,397
		Total current liabilities		196,322			(74,598	)		—			121,724
Capital lease obligations, less current portion				832			—			—			832
		Total liabilities		197,154			(74,598	)		—			122,556
Shareholders’ equity:
	Preferred Stock, no par value 4,250,000 shares authorized No shares issued or outstanding			—			—			—			—
	Series A Convertible Preferred Stock, no par value 750,000 shares authorized No shares issued or outstanding			—			—			—			—
	Common Stock, no par value 20,000,000 shares authorized 9,237,618 shares issued and outstanding			14,583,703			—			—			14,583,703
	Accumulated deficit			(13,708,344	)		—			161,709	(4)		(13,546,635	)
		Total shareholders’ equity		875,359			—			161,709			1,037,068
		Total liabilities and shareholders’ equity	$	1,072,513		$	(74,598	)	$	161,709		$	1,159,624

(1)	To eliminate the assets and liabilities included in the balance sheet of Planet Polymer Technologies, Inc. as of September 30, 2001.
(2)	To reflect the $61,657 cash proceeds from the sale of MIM.
(3)	To reflect the $256,370 promissory note from the sale of MIM.
(4)	To reflect the gain on the sale of MIM as of September 30, 2001.

F-1

PLANET POLYMER TECHNOLOGIES, INC.

PRO FORMA STATEMENTS OF OPERATIONS
(UNAUDITED)

			For the nine months ended September 30, 2001
			As Reported			MIM (1)			Pro Forma
Sales			$	312,892		$	(207,126	)	$	105,766
Operating expenses:
	Cost of sales			249,026			(136,397	)		112,629
	General and administrative			622,106			(379	)		621,727
	Marketing			189,123			(43,792	)		145,331
	Research and development			283,392			(1,108	)		282,284
		Total operating expenses		1,343,647			(181,676	)		1,161,971
		Income (loss) from operations		(1,030,755	)		25,450			(1,056,205	)
Other income, net				16,230			—			16,230
		Income (loss) before income taxes		(1,014,525	)		25,450			(1,039,975	)
Income tax expense				(800	)		—			(800	)
		Net income (loss)		(1,015,325	)		25,450			(1,040,775	)
		Preferred Stock dividends		(10,450	)		—			(10,450	)
		Net income (loss) applicable to common shareholders	$	(1,025,775	)	$	25,450		$	(1,051,225	)
		Loss per share applicable to common shareholders (basic and diluted)	$	(0.11	)				$	(0.12	)
		Shares used in per share computations		9,021,367						9,021,367

(1) To eliminate the results of operations of MIM for the entire period.

F-2

PLANET POLYMER TECHNOLOGIES, INC.

PRO FORMA STATEMENTS OF OPERATIONS
(UNAUDITED)

			For the year ended December 31, 2000
			As Reported			MIM(1)			Pro Forma
Sales			$	668,328		$	(68,181	)	$	600,147
Operating expenses:
	Cost of sales			539,033			(67,833	)		471,201
	General and administrative			952,585			(38,132	)		914,453
	Marketing			259,226			(98,074	)		161,152
	Research and development			298,469			(2,550	)		295,919
		Total operating expenses		2,049,313			(206,589	)		1,842,724
		Income (loss) from operations		(1,380,985	)		(138,408	)		(1,242,577	)
Other income, net				207,555			—			207,555
		Income (loss) before income taxes		(1,173,430	)		(138,408	)		(1,035,022	)
Income tax benefit (expense)				(800	)		—			(800	)
		Net income (loss)		(1,174,230	)		(138,408	)		(1,035,822	)
		Preferred Stock dividends		(40,869	)		—			(40,869	)
		Net income (loss) applicable to common shareholders	$	(1,215,099	)	$	(138,408	)	$	(1,076,691	)
		Loss per share (basic and diluted)	$	(0.16	)				$	(0.14	)
		Shares used in per share computations		7,641,123						7,641,123

(1) To eliminate the results of operations of MIM for the entire period.

F-3