-----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, J5EMdYfGU+IuDprxPd/dHKBYNBAE6sIKayigqG/GGToM1Gm0FMMTDctZ2357hb7y nT06aDbECFVkL1f/+JH1UQ== 0000936392-05-000053.txt : 20050310 0000936392-05-000053.hdr.sgml : 20050310 20050310114912 ACCESSION NUMBER: 0000936392-05-000053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050309 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANET TECHNOLOGIES, INC CENTRAL INDEX KEY: 0000896861 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 05671264 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 8-K 1 a06734e8vk.htm FORM 8-K Planet Technologies, Inc.
Table of Contents

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 9, 2005

Planet Technologies, Inc.

(Formerly known as “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.)

6835 Flanders Drive, Suite 100
San Diego, California 92121

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (858) 457-4742

o  Written communications pursuant to Rule 425 under the Exchange Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

1


TABLE OF CONTENTS

Item 1.01. Entry Into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT 99.5


Table of Contents

Item 1.01. Entry Into a Material Definitive Agreement.

On March 8, 2005, Planet Technologies, Inc. (“Planet”) entered into a definitive agreement to acquire Allergy Control Products, Inc. (“ACP”).

The merger transaction will be structured pursuant to an Agreement and Plan of Merger agreed upon by both parties, and is subject to approval by each party’s respective shareholders and other contingencies. Pursuant to the terms of the merger transaction the shareholder of ACP will be issued 600,000 shares of Planet common stock. In addition, ACP debt to its shareholder in the approximate amount of $1,500,000 will be paid in full by Planet.

Item 9.01. Financial Statements and Exhibits.

     
99.5
  Press Release dated March 9, 2005.

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 Technologies, Inc.
 
       
Dated: March 9, 2005
  By:   /s/ Scott L. Glenn
       
      Scott L. Glenn
      Chief Executive Officer and President

2

EX-99.5 2 a06734exv99w5.htm EXHIBIT 99.5 exv99w5
 

Exhibit 99.5

Press Release

Planet Technologies and Allergy Control Products Announce Merger

SAN DIEGO, California and RIDGEFIELD, Connecticut, March 9, 2005 – Planet Technologies, Inc. (OTC: PLNT.OB) (“Planet”), today announced that it entered into a definitive agreement to acquire Allergy Control Products, Inc. (“ACP”). The combination of Planet’s Allergy Free business with Allergy Control will create one of the leading marketers of allergy avoidance products.

The newly combined Planet will distribute and sell a full range of physician recommended allergy avoidance products including home air filters and room air cleaners marketed under the Allergy-Free® trade name, bedding and encasings marketed under the Allergy Control® trade name and a broad array of additional branded allergy and asthma products. Combined annual sales for 2004 exceeded U.S. $8,000,000.

Scott L. Glenn, chairman and chief executive officer of Planet, stated, “We are excited to welcome Allergy Control Products into the Planet Technologies. In addition to potential cost savings from consolidating operations, Allergy-Free® and ACP have distinctive products lines and complementary types of customers which should provide fertile ground for new marketing initiatives aimed at profitable revenue growth.”

Edward J. Steube, chief executive officer of Allergy Control Products, added, “The combination of our respective strengths and capabilities will be formidable. Together, Planet and Allergy Control Products will have the scale and breadth of product line necessary to compete more effectively in today’s allergy avoidance products market.”

Added Mr. Glenn, “The Allergy Control transaction represents an important next step in the execution of Planet’s corporate strategy of aggressively pursuing the acquisition and consolidation of companies with proprietary products and a focus on the allergist and the allergy sufferer.”

The directors and officers of Planet after the merger shall be the same except for the addition of Mr. Steube as President of the ACP subsidiary and as a director of Planet. The company will maintain executive offices in San Diego, California and Ridgefield, Connecticut.

The merger transaction will be structured pursuant to an Agreement and Plan of Merger agreed upon by both parties, and is subject to approval by each party’s respective shareholders and other contingencies. Pursuant to the terms of the merger transaction the shareholder of ACP will be issued 600,000 shares of Planet common stock. In addition, ACP debt to its shareholder in the approximate amount of $1,500,000 will be paid in full by Planet.

3


 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends that such statements shall be protected by the safe harbors provided for in such sections. Such statements are subject to risks and uncertainties that could cause the Company’s actual results to vary materially from those projected in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed in the section entitled “Risk Factors,” and in “Item 6 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest Form 10-KSB and in the section entitled “Risk Factors” in the Company’s latest Definitive Proxy Statement filed with the S.E.C.

About Planet Technologies, Inc.

Planet Technologies, Inc. is focused on providing quality care products for allergy sufferers. On November 30, 2004, Planet acquired the business of Allergy Free, LLC, and is now engaged in the business of manufacturing, selling, and distributing products for use by allergy sensitive persons. Allergy-Free® products, including the Aller-Pure® line of home air filters, have been sold to over half a million customers, dating back to 1985. Planet Technologies is committed to Improving Life Indoors™. Additional information can be found at www.planettechinc.com.

About Allergy Control Products, Inc.

Allergy Control Products (ACP) offers a full line of physician-recommended allergen avoidance products for allergy relief. In 1983, Allergy Control Products introduced the first pillow and mattress encasings with an allergen-impermeable barrier to block dust mite allergen while allowing vapor permeability for enhanced comfort. Today, ACP is a recognized worldwide leader in the allergen-avoidance field. ACP’s mission is to build upon this valued leadership position by bringing the highest quality allergen avoidance solutions to an increasing number of allergy sufferers. ACP can be visited online at www.allergycontrol.com.

# # #

     
Press Contacts:
   
Scott L. Glenn
             Bret E. Megargel
President & CEO
  Vice President, Marketing
Planet Technologies, Inc.
  Planet Technologies, Inc.
1-858-456-2252
  1-858-457-4742 ext. 1167

4

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