-----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, K6LPixwXTd1hVXbsBPiOU0l3nUmfkvpj5NaI7stueM2HOg72YmjRdpmmW24DNF+F bKWKsLzKtp0DJpG6gQ2eOw== 0001044321-03-000053.txt : 20030304 0001044321-03-000053.hdr.sgml : 20030304 20030304144317 ACCESSION NUMBER: 0001044321-03-000053 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030304 GROUP MEMBERS: . GROUP MEMBERS: AUSTIN W. MARXE GROUP MEMBERS: DAVID M. GREENHOUSE GROUP MEMBERS: MG ADVISERS, LLC 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: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48862 FILM NUMBER: 03591178 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 TECHNOLOGY INC DATE OF NAME CHANGE: 19950511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M CENTRAL INDEX KEY: 0001044321 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122076500 MAIL ADDRESS: STREET 1: 153 E 53RD ST 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 poly13gt.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 19340 (Amendment No. __6___)* Planet Polymer Technologies, Inc. ______________________________________________________ (Name of Issuer) Common Stock, $ No Par Value ______________________________________________________ (Title of Class of Securities) 727044109 ____________________________________ (CUSIP Number) December 31, 2002 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) 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 0 - ---------------------------------------------------------------- (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) - ---------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0 - ---------------------------------------------------------------- (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 0 SHARES ------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER None OWNED BY ------------------------------------------------- EACH (7) SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------- PERSON WITH: (8) SHARED DISPOSITIVE POWER None - ---------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 0 - ---------------------------------------------------------------- (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 0 - ---------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------- Page 4 of 9 Pages Item 1. (a) Name of Issuer: Planet Polymer Technologies, Inc. (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 53rd Street, New York, New York 10022. (c) Citizenship: SSPE is a Delaware limited partnership and 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) (x) 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). See Exhibit A attached hereto. Item 4. Ownership: (a) Amount Beneficially Owned: 0 shares of Common Stock Page 6 of 9 Pages are beneficially owned by Austin W. Marxe and David Greenhouse; (b) Percent of Class: 0 percent of the Common Stock are beneficially owned by Austin Marxe and David Greenhouse. (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 the Fund and its Adviser. 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 Austin Marxe and David Greenhouse beneficially own by virtue of being Executive Officers of the Investment Advisers. 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 X . Item 6.Ownership of More than Five Percent on Behalf of Another Person: SSPE and the Cayman Fund as owners of the securities in question, have the right to receive any dividends from, or proceeds from the sale of, such securities. 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. Page 7 of 9 Pages 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. 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: February 21, 2003 SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. By:/s/ Austin W. Marxe Austin W. Marxe Managing Director Page 8 of 9 Pages MG ADVISERS, L.L.C. By:/s/ Austin W. Marxe Austin W. Marxe President and Chief Executive Officer SPECIAL SITUATIONS CAYMAN FUND, L.P. By: /s/ Austin W. Marxe Austin W. Marxe Managing Director AWM INVESTMENT COMPANY, INC. By: /s/ Austin W. Marxe Austin W. Marxe President and CEO /s/ Austin W. Marxe AUSTIN W. MARXE /s/David M Greenhouse 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. AWM Investment Company, Inc., a Delaware corporation, is the general partner of and investment adviser to the Cayman Fund. Austin W. Marxe and David M. Greenhouse are the principal owners of MG and AWM and are principally responsible for the selection, acquisition and disposition of the portfolios securities by the investment advisers on behalf of their Fund. -----END PRIVACY-ENHANCED MESSAGE-----