-----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, SYu+orixc71aB4AHwlI9QG5GqGZYTYtemoBTHBd0R+/vk5PWexhurMSQDMhYCYWN FnDcUQC/zuU130tzCFp6Mg== 0001035570-98-000014.txt : 19981014 0001035570-98-000014.hdr.sgml : 19981014 ACCESSION NUMBER: 0001035570-98-000014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NONE GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS L.L.C. GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND L P GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLANET POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000896861 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-49423 FILM NUMBER: 98724050 BUSINESS ADDRESS: STREET 1: 9985 BUSINESS PARK WAY STE A CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6195495130 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 TECHNOLOGY INC DATE OF NAME CHANGE: 19950511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPECIAL SITUATIONS PRIVATE EQUITY FUND L P CENTRAL INDEX KEY: 0001035570 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133916551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 153 EAST 53RD ST STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128325300 MAIL ADDRESS: STREET 1: 153 EAST 53RD ST STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ______)* Planet Polymer Technologies, Inc. ______________________________________________________ (Name of Issuer) Common Stock, $ No Par Value ______________________________________________________ (Title of Class of Securities) 727044109 ____________________________________ (CUSIP Number) December 17, 1997 * ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) * Filed pursuant to rule change effective February 17, 1998 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: -x-- Rule 13d-1(b) ---- Rule 13d-1(c) ---- Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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. 727044109 13G Page 2 of 9 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Special Situations Private Equity Fund, L.P. ("SSPE") F13-3916551 MG Advisers, L.L.C. ("MG") F13-3916549 - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse REPORTING ------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 882,337 - ---------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.7 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON (See Instructions) IV/IA - ---------------------------------------------------------------- CUSIP No. 727044109 13G Page 3 of 9 - ---------------------------------------------------------------- (1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY). Austin W. Marxe David M. Greenhouse - ---------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) | | (b) |X| - ---------------------------------------------------------------- (3) SEC USE ONLY - ---------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ---------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER 882,337 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 882,337 REPORTING ------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 882,337 - ---------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.7 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 4 of 9 Pages Item 1. (a) Name of Issuer: Planet Polymer Technologies, Inc. n (b) Address of Issuer's Principal Executive Offices: 9985 Businesspark Avenue, STE A, San Diego, CA 92131. Item 2. (a) Name of Person Filing: This statement is filed on behalf of (i) Special Situations Private Equity Fund, L.P., a Delaware limited partnership ("SSPE"); (ii) MG Advisers, L.L.C., a New York limited liability company,("MG"); (iii) Austin W. Marxe and (iv) David Greenhouse. Each of the foregoing is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." (b) Address of Principal Business Office or, if none, Residence: The principal office and business address of the Reporting Persons is 153 East 53 Street, New York, New York 10022. (c) Citizenship: SSPE is a Delaware limited partnerships. MG is a New York limited liability company. Austin W. Marxe and David M. Greenhouse are United States citizens. The principal business of SSPE is to invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related securities. The principal business of MG is to act as general partner of and investment adviser to SSPE. The principal occupation of Austin W. Marxe and David Greenhouse is to serve as officers, directors and members or principal shareholders of the Adviser. Page 5 of 9 Pages 2(d) Title of Class of Securities: See cover sheets. 2(e) CUSIP Number: See cover sheets. Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under section 15 of the Act; (b) ( ) Bank as defined in section 3(a) (6) of the Act; (c) ( ) Insurance Company as defined in section 3(a) (19) of the Act; (d) ( ) Investment Company registered under section 8 of the Investment Company Act of 1940; (e) ( ) An Investment Adviser in accordance with $240.13d -1(b)(I)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with $240.13d-1(b)(I)(ii)(F); (g) (x) A parent holding company or control person in accordance with $240.13d-1(b)(1)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) ( ) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J). Page 6 of 9 Pages See Exhibit A attached hereto. Item 4. Ownership: (a) Amount Beneficially Owned: 882,337 shares of Common Stock are beneficially owned by Austin W. Marxe and David Greenhouse; of which all such shares are owned by SSPE. (b) Percent of Class: 16.7 percent of the Common Stock are beneficially owned by Austin Marxe, David Greenhouse and SSPE. (c) Number of Shares as to which the person has Rights to Vote and/or Dispose of Securities: SSPE and MG have sole power to vote or to direct the vote and to dispose or to direct the disposition of all securities reported hereby which are beneficially owned by SSPE and MG. Austin Marxe and David Greenhouse have shared power to vote or to direct the vote of and to dispose or to direct the disposition of securities reported hereby which are beneficially owned by Austin Marxe and David Greenhouse by virtue of being Executive Officers of the Investment Adviser. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more that five percent of the class of securities, check the following . Item 6.Ownership of More than Five Percent on Behalf of Another Person: SSPE as owner of the securities in question, has the right to receive any dividends from, or proceeds from the sale of, such securities. Page 7 of 9 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Holding Company: See Exhibit A attached hereto. Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notices of Dissolution of Group: Not applicable. Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 9 Pages SIGNATURE 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. Dated: September 23, 1998 SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. By:/s/ Austin W. Marxe Austin W. Marxe Managing Director MG ADVISERS, L.L.C. By:/s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer /s/ Austin W. Marxe AUSTIN W. MARXE /s/David M Greenhouse Page 9 of 9 Pages EXHIBIT A This Exhibit explains the relationship between the Reporting Persons. MG Advisers, L.L.C. (MG), a New York limited liability company, is the general partner of the Special Situations Private Equity Fund, L.P., a Delaware Limited Partnership. Austin W. Marxe and David M. Greenhouse are the principal owners of MG and are principally responsible for the selection, acquisition and disposition of the portfolios securities by the investment adviser on behalf of their Fund. -----END PRIVACY-ENHANCED MESSAGE-----