-----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, QF57YzzkeFKTBzv4tthSkan/Seuzrck0q+V1ZbFpJrD9CLvTzQ87/dnJV9jq6ait XTi8nu4NZqOrlRWrci1kcA== 0000936392-06-000808.txt : 20060811 0000936392-06-000808.hdr.sgml : 20060811 20060811121732 ACCESSION NUMBER: 0000936392-06-000808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060807 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Other Events FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26804 FILM NUMBER: 061023748 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 8-K 1 a23031e8vk.htm FORM 8-K Planet Technologies, Inc.
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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): August 7, 2006
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
(Commission File No.) 		  33-0502606
(IRS Employer Identification No.)
96 Danbury Road
Ridgefield, Connecticut 06877
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (800) 255-3749
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))
 
 

 

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Item 1.01. Entry Into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation.
Item 8.01. Other Events.
SIGNATURE

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Item 1.01. Entry Into a Material Definitive Agreement.
On August 10, 2006, Planet Technologies, Inc. (the “Company”) entered into a Merger Agreement with its wholly owned subsidiary, Allergy Control Products, Inc., a Delaware corporation, wherein the surviving entity would be incorporated in the State of Delaware under the name of “Planet Technologies, Inc.” The result of the merger will be the change of the state of incorporation of the Company from California to Delaware. The Company shareholders approved the merger on August 1, 2006 at the Company annual shareholders’ meeting (as discussed below).
Item 2.03. Creation of a Direct Financial Obligation.
          On August 7, 2006, the Company entered into a promissory note with Windamere III, LLC, a California limited liability company (“Windamere”), wherein Windamere agreed to make a loan in the amount of $250,000 to the Company 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”). The note is unsecured and may be prepaid in whole or in part at any time without penalty.
          This loan is an addition to the $250,000 previously paid to the Company in the form of a loan under similar terms and conditions by Windamere, creating a total Company obligation to Windamere of $500,000.
          In consideration of Windamere’s agreement to make loans in the aggregate amount of $500,000 to the Company, the Company granted to Windamere the right to demand the Company to effect a registration statement for the Windamere common-stock shares, subject to certain restrictions.
          Mr. Glenn, the Company’s CEO and Chairman of the Board is the Managing Member of Windamere and also holds a financial interest in Windamere. This relationship was disclosed to the Company Board of Directors.
Item 8.01. Other Events.
          The Company held its Annual Shareholders’ Meeting on August 1, 2006 (“Meeting”). The following proposals were voted on and approved at said Meeting:
  1.   The following directors were elected for a one year term: (a) Scott Glenn, (b) Ellen Preston, (c) Eric Freedus, (d) H. Mac Busby, (e) Michael Trinkle, (f) Michael Walsh, and (g) Ed Steube.
 
  2.   The merger of the Company with its wholly owned subsidiary, Allergy Control Products, Inc., resulting in the surviving entity under the name “Planet Technologies, Inc.” with Delaware as the surviving entity State of incorporation.
 
  3.   Increase in the number of options available for issuance under the Company’s 2000 Stock Option Plan from 350,000 to 2,000,000.
 
  4.   Ratification of JH Cohn, LLP as the Company’s independent auditor for the period ended December 31, 2006.

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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 Technologies, Inc.
 		  
Dated: August 11, 2006  By:   /s/ Scott L. Glenn    
    Scott L. Glenn   
    Chief Executive Officer and President   
 

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