-----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, BwUCv59SBgqTmy8WpoSrxw2zRc/Dkumn7MWwuR/5SD4sp0nBuH75742rq+fcXr3x VoE5FRZzNlzPIfs6sHnzNg== 0001104659-04-038925.txt : 20041209 0001104659-04-038925.hdr.sgml : 20041209 20041209113853 ACCESSION NUMBER: 0001104659-04-038925 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 GROUP MEMBERS: SPLIT ROCK PARTNERS, LLC GROUP MEMBERS: ST. PAUL FIRE AND MARINE INSURANCE COMPANY GROUP MEMBERS: WINDAMERE III, LLC SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49423 FILM NUMBER: 041192402 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 SC 13D 1 a04-14599_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Planet Technologies, Inc.
(formerly known as Planet Polymer Technologies, Inc.)

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

727044 20 8

(CUSIP Number)

Bruce A. Backberg

Senior Vice President

The St. Paul Travelers Companies, Inc.

385 Washington Street

St. Paul, Minnesota 55102

(651) 310-7916

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 30, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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. 727044 20 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) The St. Paul Travelers Companies, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Minnesota corporation

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 100,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 100,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) HC and CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) St. Paul Fire and Marine Insurance Company

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Minnesota corporation

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 100,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 100,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) IC and CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Split Rock Partners, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 100,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 100,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Windamere III, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 100,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 100,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 100,000 (see Item 5)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o Not Applicable

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This Statement on Schedule 13D relates to the common stock, no par value (the “Common Stock”), of Planet Technologies, Inc., formerly known as Planet Polymer Technologies, Inc., a California corporation (“Planet Technologies”). The address of the principal executive offices of Planet Technologies is 6835 Flanders Drive, Suite 100, San Diego, CA 92121.

Item 2.	Identity and Background
(a) This Statement is filed by and on behalf of The St. Paul Travelers Companies, Inc. (“The St. Paul”), St. Paul Fire and Marine Insurance Company (“F&M”), Split Rock Partners, LLC (“Split Rock”) and Windamere III, LLC (“Windamere”). The St. Paul, F&M, Split Rock and Windamere are sometimes collectively referred to herein as the “Reporting Persons.” (b) The principal business address of each of The St. Paul and F&M is 385 Washington Street, St. Paul, Minnesota 55102. The principal address of Split Rock is 10400 Viking Drive, Suite 550, Eden Prairie, MN 55344. The principal address of Windamere is 6402 Cardeno Drive, La Jolla, CA 92037. (c) Each of The St. Paul and F&M is a Minnesota corporation and is principally engaged in the insurance business. Each of Split Rock and Windamere is a Delaware limited liability company and is principally engaged in the venture capital business. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable Information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons is set forth in Exhibit 1 attached hereto and incorporated herein by this reference.

Item 3.	Source and Amount of Funds or Other Consideration
On November 30, 2004, Windamere purchased in a private placement offering, 5,000,000 shares of Common Stock of Planet Technologies at a purchase price of $0.05 per share, for an aggregate purchase price of $250,000. Subsequently, on December 6, 2004, Planet Technologies effected a 1 for 50 reverse stock split, resulting in Windamere holding an aggregate of 100,000 shares of Common Stock. Corporate funds of Windamere were used to purchase the shares.

On or about December 17, 2004, Windamere intends to purchase an additional 100,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share (on a post-split basis), for an aggregate purchase price of $250,000. Corporate funds of Windamere will be used to purchase the shares. No funds used or to be used to purchase any of the shares of Common Stock reported on this Statement were or will be borrowed.

Item 4.	Purpose of Transaction
On November 30, 2004, Windamere purchased in private placement offering, 5,000,000 shares of Common Stock of Planet Technologies at a purchase price of $0.05 per share (including brokers’ commissions), an aggregate purchase price of $250,000. Subsequently, on December 6, 2004, Planet Technologies effected a 1 for 50 reverse stock split, resulting in Windamere holding an aggregate of 100,000 shares of Common Stock. Corporate funds of Windamere were used to purchase the shares. On or about December 17, 2004, Windamere intends to purchase an additional 100,000 shares of Common Stock of Planet Technologies at a purchase price of $2.50 per share (on a post-split basis), for an aggregate purchase price of $250,000. Corporate funds of Windamere will be used to purchase the shares. No funds used or to be used to purchase any of the shares of Common Stock reported on this Statement were or will be borrowed. The Reporting Persons or their affiliates may from time to time purchase shares of Common Stock, either in brokerage transactions, in the over-the-counter market or in privately negotiated transactions. Any decision to increase their holdings in Planet Technologies will depend, however, on numerous factors, including without limitation the price of the shares of Common Stock, the terms and conditions relating to their purchase and sale and the prospects and profitability of Planet Technologies, and general economic conditions and stock and money market conditions. At any time, the Reporting Persons may also determine to dispose of some or all of the Common Stock, depending on various similar considerations. Except as otherwise provided in this Item 4 and other than as to matters that Scott Glenn (the Managing Member of Windamere) as Chairman of the Board, President and Chief Executive Officer of Planet Technologies, may consider and discuss with other Planet Technologies officers and board members from time to time, none of the Reporting Persons or any of their affiliates has any present plans or proposals which relate to or would result in: • the acquisition by any person of additional securities of Planet Technologies or the disposition of securities of Planet Technologies; • an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Planet Technologies; • a sale or transfer of a material amount of assets of Planet Technologies;

• any change in the present board of directors or management of Planet Technologies, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; • any material change in the present capitalization or dividend policy of Planet Technologies; • any other material change in Planet Technologies’ business or corporate structure; • changes in Planet Technologies’ articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Planet Technologies by any person; • causing a class of securities of Planet Technologies to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; • a class of equity securities of Planet Technologies becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or • any action similar to any of those listed above.

Item 5.	Interest in Securities of the Issuer
(a) 1. Amount beneficially owned: Each of the Reporting Persons may be deemed to own beneficially 100,000 shares of Common Stock of Planet Technologies. F&M is a wholly owned subsidiary of The St. Paul. F&M owns a controlling interest in Windamere. Windamere is managed by the Managing Member, Scott L. Glenn; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere. Split Rock has the right to appoint a majority of the members of the board of directors of Windamere. Decisions by Split Rock with respect to who to appoint as Windamere directors are made by a two-thirds vote of the four Split Rock Managing Directors. Windamere is the record owner of 100,000 shares of Common Stock on a post-split basis. By virtue of the affiliate relationships among the Reporting Persons, each Reporting Person may be deemed to own beneficially all of the shares described in this Schedule 13D. 2. Percent of class: Reporting Persons: 5.2%. The foregoing percentages are calculated based on the 1,910,317 shares of Common Stock reported to be outstanding by the Issuer to the Reporting Persons. (b) Number of shares as to which each of the Reporting Persons has:

(i)	Sole power to vote or to direct the vote	0
(ii)	Shared power to vote or to direct the vote	100,000
(iii)	Sole power to dispose or to direct the disposition of	0
(iv)	Shared power to dispose or to direct the disposition of	100,000

(c) Other than as reported in this Statement, no Reporting Person has effected any transaction in the Common Stock of Planet Technologies during the past 60 days. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which has been filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference. The shares of Common Stock reported on this Statement as beneficially owned by the Reporting Persons were issued pursuant to a Subscription Agreement between Windamere and Planet Technologies dated November 29, 2004, a copy of which has been filed as Exhibit 3 to this Schedule 13D and is incorporated herein by reference. The shares of Common Stock reported on this Statement are entitled to certain registration rights pursuant to a Registration Rights Agreement dated November 30, 2004 between Planet Technologies and Allergy Free, LLC, a copy of which has been filed as Exhibit 4 to this Schedule 13D and is incorporated herein by reference. Except as described herein and in Exhibit 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or among the Reporting Persons and any other person with respect to any securities of Planet Technologies.

Item 7.	Material to Be Filed as Exhibits

	Exhibit 1	Information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC
	Exhibit 2	Agreement among The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC
	Exhibit 3	Subcription Agreement dated November 29, 2004 between Windamere III, LLC and Planet Technologies, Inc.
	Exhibit 4	Registration Rights Agreement dated November 30, 2004 between Planet Technologies, Inc. and Allergy Free, LLC.

SIGNATURES

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.

December 9, 2004

THE ST. PAUL TRAVELERS COMPANIES, INC.


	By:	/s/	Bruce A. Backberg
			Bruce A. Backberg
	Its:		Senior Vice President


ST. PAUL FIRE AND MARINE INSURANCE COMPANY


	By:	/s/	Bruce A. Backberg
			Bruce A. Backberg
	Its:		Senior Vice President


SPLIT ROCK PARTNERS, LLC


	By:	/s/	Steven L.P. Schwen
			Steven L.P. Schwen
	Its:		Chief Financial Officer


WINDAMERE III, LLC


	By:	/s/	Scott L. Glenn
			Scott L. Glenn
	Its:		Managing Member

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
1	Information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC	Filed herewith.

2	Agreement among The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC and Windamere III, LLC	Filed herewith.

3	Subcription Agreement dated November 29, 2004 between Windamere III, LLC and Planet Technologies, Inc.	Filed herewith.

4	Registration Rights Agreement dated November 30, 2004 between Planet Technologies, Inc. and Allergy Free, LLC.	Filed herewith.

EX-1 2 a04-14599_1ex1.htm EX-1

EXHIBIT 1

DIRECTORS AND EXECUTIVE OFFICERS OF

THE ST. PAUL TRAVELERS COMPANIES, INC.,

ST. PAUL FIRE AND MARINE INSURANCE COMPANY,
SPLIT ROCK PARTNERS, LLC AND
WINDAMERE III, LLC

The names and present principal occupations of the directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners and Windamere III, LLC are set forth below. During the last five years, none of the individuals has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violations with respect to such laws. All of the individuals listed below are citizens of the United States.

The St. Paul Travelers Companies, Inc.

Name	Position with The St. Paul Travelers	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
Howard P. Berkowitz	Director	Chief Executive Officer, BlackRock HPB Management LLC	HPB/Blackrock Associates 40 East 52^nd Street New York, NY 10022	0	None
Kenneth J. Bialkin	Director	Partner, Skadden, Arps, Slate, Meagher Flom LLP	Skadden, Arps, Slate, Meagher Flom LLP 4 Times Square New York, NY 10036	0	None
Carolyn H. Byrd	Director	Chairman and Chief Executive Officer, Globaltech Financial, LLC	Globaltech Financial 2839 Paces Ferry Road, Suite 810 Atlanta, GA 30339	0	None
John H. Dasburg	Director	Chairman and Chief Executive Officer, ASTAR Air Cargo, Inc.	ASTAR Air Cargo, Inc. 2 South Biscayne Blvd., Suite 3663 Miami, FL 33131	0	None
Leslie B. Disharoon	Director	Retired Chairman and President, Monumental Corporation	2715 Farmington Heights Charlottesville, VA 22901	0	None
Janet M. Dolan	Director	Chief Executive Officer and President, Tennant Company	Tennant Company 701 N. Lilac Drive Minneapolis, MN 55422	0	None
Kenneth M. Duberstein	Director	Chairman and Chief Executive Officer, The Duberstein Group	The Duberstein Group 2100 Pennsylvania Ave. NW, Suite 500 Washington, DC 20037	0	None

Jay S. Fishman	Chief Executive Officer, President and Director	Chief Executive Officer and President of The St. Paul Travelers Companies, Inc.	The St. Paul Travelers Companies, Inc. 385 Washington Street St. Paul, MN 55102	None
Lawrence G. Graev	Director	Chief Executive Officer and President, The GlenRock Group, LLC	The GlenRock Group, LLC Tower 56 126 East 56^thStreet New York, NY 10022	None
Meryl D. Hartzband	Director	Senior Principal and Investment Director of MMC Capital, Inc.	MMC Capital, Inc. 20 Horseneck Lane Greenwich, CT 06830	None
Thomas R. Hodgson	Director	Retired President and Chief Operating Officer, Abbott Laboratories	225 E. Deerpath Suite 222 Lake Forest, IL 60045	None
William H. Kling	Director	President, American Public Media Group; President, Minnesota Public Radio, Inc.; President, Greenspring Company	Minnesota Public Radio 45 E. 7th Street St. Paul, MN 55101	None
James A. Lawrence	Director	Executive Vice President and Chief Financial Officer, General Mills, Inc.	General Mills One General Mills Blvd. Minneapolis, MN 55426	None
Robert I. Lipp	Executive Chairman and Director	Executive Chairman of The St. Paul Travelers Companies, Inc.	The St. Paul Travelers Companies, Inc. One Tower Square Hartford, CT 06183	None
Blythe J. McGarvie	Director	President, Leadership for International Finance	Leadership for International Finance 3025 River Oaks Road Williamsburg, VA 23185	None
Glen D. Nelson	Director	Retired Vice Chairman, Medtronic, Inc.	301 Carlson Parkway, Suite 315 Minnetonka, MN 55305	None
Clarence Otis, Jr.	Director	Chief Executive Officer of Darden Restaurants, Inc.	Darden Restaurants, Inc. 5900 Lake Ellenor Drive Orlando, FL 32809	None
Jeffrey M. Peek	Director	President and Chief Operating Officer, CIT Group Inc.	CIT Corp One CIT Drive Livingston, NJ 07039	None
Nancy A. Roseman	Director	Dean, Williams College	Williams College Hopkins Hall Williamstown, MA 01267	None
Charles W. Scharf	Director	Chief Executive Officer, Retail Division, Bank One	JPMorgan Chase Retail Financial Services 270 Park Avenue New York, NY 10017	None
Gordon M. Sprenger	Director	Retired Chief Executive Officer, and President, Allina Hospitals and Clinics	Abbott Northwestern Hospital 800 E. 28^th St., Rte 16500 Minneapolis, MN 55407	None

Frank J. Tasco	Director	Retired Chairman of the Board and Chief Executive Officer, Marsh & McLennan Companies, Inc.	1200 Winters Creek Road Palm City, FL 34990	None
Laurie J. Thomsen	Director	Former General Partner, Prism Venture Partners	235 Nashawtuc Road Concord, MA 01742	None
Bruce A. Backberg	Senior Vice President & Corporate Secretary	Senior Vice President & Corporate Secretary of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Jay S. Benet	Executive Vice President – Chief Financial Officer	Executive Vice President – Chief Financial Officer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	None
Andy F. Bessette	Executive Vice President – Chief Administrative Officer	Executive Vice President – Chief Administrative Officer of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
William A. Bloom	Senior Vice President & Chief Information Officer	Senior Vice President & Chief Information Officer of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
John P. Clifford, Jr.	Senior Vice President – Human Resources	Senior Vice President – Human Resources of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Douglas G. Elliot	Chief Executive Officer – Commercial & Personal Lines	Chief Executive Officer – Commercial & Personal Lines of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Irwin R. Ettinger	Vice Chairman	Vice Chairman of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
William H. Heyman	Executive Vice President & Chief Investment Officer	Executive Vice President & Chief Investment Officer of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Samuel G. Liss	Executive Vice President- Business Development	Executive Vice President-Business Development of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
John A. MacColl	Vice Chairman	Vice Chairman of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None

Brian W. MacLean	Executive Vice President-Claim	Executive Vice President-Claim of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Timothy M. Miller	Chief Executive Officer – Specialty Commercial	Chief Executive Officer – Specialty Commercial of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Maria Olivo	Executive Vice President – Investor Relations & Financial Planning & Analysis	Executive Vice President – Investor Relations & Financial Planning & Analysis of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	None
Kenneth F. Spence, III	Senior Vice President and General Counsel	Senior Vice President and General Counsel of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
John Charles Treacy	Senior Vice President – Financial Controls	Senior Vice President – Financial Controls of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None

St. Paul Fire and Marine Insurance Company

Name	Position with F&M	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
Bruce A. Backberg	Sr. Vice President & Corporate Secretary	Sr. Vice President & Corporate Secretary of F&M	385 Washington Street St. Paul, MN 55102	0	None
Jay S. Benet	Executive Vice President & Chief Financial Officer and Director	Executive Vice President & Chief Financial Officer of F&M	One Tower Square Hartford, CT 06183	0	None
Andy F. Bessette	Executive Vice President & Chief Administrative Officer	Executive Vice President & Chief Administrative Officer of F&M	385 Washington Street St. Paul, MN 55102	0	None
William A. Bloom	Senior Vice President & Chief Information Officer	Senior Vice President & Chief Information Officer of F&M	One Tower Square Hartford, CT 06183	0	None

Douglas G. Elliot	President & Chief Operating Officer and Director	Chief Executive Officer- Commercial & Personal Lines of The St. Paul Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	None
William H. Heyman	Executive Vice President & Chief Investment Officer and Director	Executive Vice President & Chief Investment Officer of F&M	385 Washington Street St. Paul, MN 55102	None
John A. MacColl	Executive Vice President	Executive Vice President of F&M	385 Washington Street St. Paul, MN 55102	None
T. Michael Miller	Chairman & Chief Executive Officer and Director	Chief Executive Officer-Specialty Operations of The St. Paul Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	None
Kenneth F. Spence, III	Senior Vice President & General Counsel	Senior Vice President & General Counsel of F&M	385 Washington Street St. Paul, MN 55102	None
Kent D. Urness	Executive Vice President – International Insurance Operations and Director	Executive Vice President of F&M	385 Washington Street St. Paul, MN 55102	None

Split Rock Partners, LLC

Name	Position with Split Rock	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
Michael B. Gorman	Managing Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None
James R. Simons	Managing Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None
David W. Stassen	Managing Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None
Allan R. Will	Managing Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None
Steven L.P. Schwen	Chief Financial Officer	Chief Financial Officer of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None

Windamere III, LLC

Name	Position with Windamere	Present Principal Occupation or Employment	Business Address	Shares of Planet Technologies Beneficially Owned	Description of any contract, arrangement, understanding or relationship with respect to any securities of Planet Technologies
Scott L. Glenn (“Glenn”)	Managing Member, Director	Managing Member of Windamere, President, CEO and Chairman of Planet Technologies, Inc. (“Planet Technologies”)	6402 Cardeno Drive La Jolla, CA 92037	870,808	Asset Purchase Agreement dated as of March 18, 2004, as amended June 11, 2004 and October 6, 2004, between Planet Technologies and Allergy Free, LLC (a California limited liability company controlled by Glenn) pursuant to which Planet Technologies acquired substantially all of the assets, properties and rights of Allergy Free, LLC.

					Registration Rights Agreement dated as of November 30, 2004 between Planet Technologies and Allergy Free, LLC providing certain holders of Planet Technologies Common Stock with registration rights.

					Employment Letter Agreement dated as of November 30, 2004 between Planet Technologies and Glenn describing the terms of his employment as President, CEO and Chairman of Planet Technologies.

					Stock Option Agreement dated November 30, 2004 between Planet Technologies and Glenn, granting Glenn options to purchase Planet Technologies Common Stock pursuant to the 2000 Stock Incentive Plan of Planet Technologies.

					Noncompete and Nondisclosure Agreement dated as of November 29, 2004 between Planet Technologies and Glenn prohibiting Glenn from competing with or making disclosures about Planet Technologies.
David W. Stassen	Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None
Allan R. Will	Director	Managing Director of Split Rock	10400 Viking Drive Suite 550 Eden Prairie, MN 55344	0	None

EX-2 3 a04-14599_1ex2.htm EX-2

EXHIBIT 2

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13D need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Planet Technologies, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated:	December 9, 2004


THE ST. PAUL TRAVELERS COMPANIES, INC.

	By:	/s/	Bruce A. Backberg
			Bruce A. Backberg
	Its:		Senior Vice President


ST. PAUL FIRE AND MARINE INSURANCE COMPANY


	By:	/s/	Bruce A. Backberg
			Bruce A. Backberg
	Its:		Senior Vice President


SPLIT ROCK PARTNERS, LLC


	By:	/s/	Steven L.P. Schwen
			Steven L.P. Schwen
	Its:		Chief Financial Officer


WINDAMERE III, LLC


	By:	/s/	Scott L. Glenn
			Scott L. Glenn
	Its:		Managing Member

EX-3 4 a04-14599_1ex3.htm EX-3

EXHIBIT 3

No. 01

SUBSCRIPTION AGREEMENT

PLANET POLYMER TECHNOLOGIES, INC.

1. SUBSCRIPTION. The undersigned is of legal age and hereby subscribes for and agrees to purchase the number of common shares (the “Shares”) in Planet Polymer Technologies, Inc., a California corporation (the ”Issuer”), set forth below at a purchase price per share equal to $.05 per share (pre-reverse stock split as described in the Information Package, or at $2.50 per share post-reverse stock split.) The undersigned acknowledges receipt of the Private Placement Information Package (“Information Package”) dated October 19, 2004, and hereby acknowledges that he/she has had reasonable opportunity to examine such Information Package. Capitalized terms used herein shall have the same meaning as in such Information Package.

2. PROCEDURE FOR ACCEPTANCE. The undersigned understands that if his/her application is accepted, the Issuer will return to him/her a copy of the signature page of this Subscription Agreement with the acceptance form filled out below.

3. TERMS AND CONDITIONS. The undersigned hereby agrees to be bound by all the terms and conditions described in the Information Package.

4. REPRESENTATIONS AND WARRANTIES. The undersigned hereby warrants and represents to the Issuer that the following statements are true:

(a) The undersigned acknowledges that either: (i) No person has acted as the undersigned’s “Purchaser Representative” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “Act”), as amended, and pursuant to Section 4(2) of the Act; or (ii) (A) the undersigned has relied upon the advice of a Purchaser Representative as to the merits of an investment in the Issuer and the suitability of that investment in the Shares for the undersigned; and (B) such Purchaser Representative has heretofore confirmed to the undersigned in writing (a true and correct copy of which is furnished to you herewith) during the course of this transaction (1) any past, present or future material relationship, actual or contemplated, between the Purchaser Representative and his/her or its Affiliates and the Issuer and its respective Affiliates, and (2) any compensation received or to be received as a result thereof.

(b) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Issuer or (if applicable) the undersigned and his/her Purchaser Representative together have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment in the Issuer, and that such evaluation has been made and the decisions to invest is based upon such evaluation.

(c) The undersigned has received and read and is familiar with the Information Package, including the documents and exhibits annexed thereto and any amendments thereof, and if he/she has so requested, all documents, records and books pertaining to the proposed investment in the Issuer have been made available to him/her and (if applicable) his/her Purchaser Representative.

(d) The undersigned and (if applicable) the undersigned’s Purchaser Representative have had an opportunity to ask questions of and receive satisfactory answers from a person or persons acting on the Issuer’s behalf concerning the Issuer and the terms and conditions of an investment in the Issuer, and all such questions have been answered to the full satisfaction of the undersigned.

(e) The Shares for which the undersigned hereby subscribes will be acquired for the undersigned’s own account for investment and not with a view to, or for resale in connection with, any distribution of the Shares within the meaning of the Act and he does not now have any reason to anticipate any change in the undersigned’s circumstances or other particular occasion or event which would cause the undersigned to sell the undersigned’s Shares.

(f) The undersigned could afford the loss of the entire investment in the Issuer without undue financial hardship.

(g) The undersigned represents that: (i) it has been called to the undersigned’s attention, both in the Information Package and by those individuals with whom the undersigned has dealt in connection with the undersigned’s investment in the Issuer, that the undersigned’s investment in the Issuer involves a high degree of risk which may result in the loss of the total amount of the undersigned’s investment; and (ii) no assurances are to have been made regarding the likelihood of profitability of the Issuer.

(h) The undersigned has received no representations or warranties from the Issuer, or its Affiliates, agents or representatives other than those contained in the Information Package and, in making the undersigned’s investment decision, the undersigned is relying solely on the information contained in the Information Package and investigations made by the undersigned or (if applicable) the undersigned’s Purchaser Representative.

(i) The undersigned is relying solely on his/her own legal advisors with respect to all legal and tax issues related to his/her investment in the Issuer.

The undersigned agrees to notify the Issuer immediately if any of the statements made herein shall become untrue.

5. RETURN OF FUNDS. The Issuer shall have the right to accept or reject this subscription, in whole or in part, and this subscription shall be deemed to be accepted by the Issuer only when a copy of the signature page of this Subscription Agreement is executed by the Issuer. Subscriptions need not be accepted in the order received by the Issuer. Should this subscription be rejected, or should the sale of all of the Shares not be completed, the Issuer shall promptly return, with interest, the capital contribution enclosed herewith.

6. RESTRICTIONS ON TRANSFER. The undersigned acknowledges that the undersigned is aware that no market may exist for resale of the Shares and that there are substantial restrictions on the transferability of the Shares. The Shares have not been registered, and the undersigned has no right to require that they be registered, under the Act or under any state securities laws, and it is unlikely that the Shares will be so registered. The undersigned agrees that the Shares may not be sold in the absence of registration unless such sale is exempt from registration under the Act and any applicable state securities laws. The undersigned also acknowledges that the undersigned shall be responsible for compliance with all conditions on transfer imposed by any Commissioner of Securities of any state and for any expenses incurred by the Issuer for legal or accounting services in connection with reviewing such proposed transfer or issuing opinions in connection therewith.

7. PRIVATE PLACEMENT QUESTIONNAIRE. The undersigned has attached to this Subscription Agreement the Private Placement Questionnaire (and, if applicable, the Purchaser Representative Questionnaire) which has been duly and properly completed and executed by the undersigned (and the Purchaser Representative, if applicable).

THE SHARES SUBSCRIBED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE ISSUER, SUCH REGISTRATION IS NOT REQUIRED.

IN WITNESS WHEREOF, the undersigned has subscribed to purchase 5,000,000 pre-split common Shares of Planet Polymer Technologies, Inc., and has executed this Subscription Agreement as of the 29th day of November, 2004, at La Jolla, California. Funds in the amount of $250,000 will be wire-transferred to the Issuer.

WINDAMERE III, LLC

By:	/s/ Scott L. Glenn	6402 Cardeno Drive
	Scott L. Glenn	Address
	Its: Managing Member

		La Jolla, CA 92037
		City, State and Zip Code

41-2007089		(858) 456-2252
Social Security Number or Federal Tax Identification Number		Telephone No.

Name in which Shares shall be registered (please print):

WINDAMERE III, LLC

Subscription Accepted for 5,000,000 Shares

Planet Polymer Technologies, Inc.

a California corporation

	By:	/s/ Scott L. Glenn
		President

EX-4 5 a04-14599_1ex4.htm EX-4

EXHIBIT 4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is dated as of November 30, 2004 by and between Planet Polymer Technologies, Inc., a California corporation (the “Company”), and Allergy Free, L.L.C., a California limited liability company (the “Investor”).

RECITALS

A. On the date hereof, the Company is issuing to the Investor certain unregistered common stock of the Company (“Private Stock”) and a Subordinated Convertible Note that may be convertible into additional Private Stock, pursuant to the terms and conditions of that certain Asset Purchase Agreement dated as of March 18, 2004, and as amended June 11, 2004 and October 6, 2004 (“Asset Purchase Agreement”), by and among the Company and the Investor.

B. In order to induce the Investor to enter into the Asset Purchase Agreement, the Company has agreed to provide the Investor certain rights set forth in this Agreement.

C. In connection with entering into the Asset Purchase Agreement, the parties are willing to execute this Agreement and to be bound by the provisions hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, the Investor and the Company (collectively, the Parties”) agree as follows:

1. Definitions. For purposes of this Statement:

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute.

“Holder” means (i) the Investor, (ii) the partners, members or stockholders of the Investor collectively provided that such partners, members or stockholders act through the Investor or its successor, (iii) purchasers of Private Stock in the private placement described in the Asset Purchase Agreement, and (iv) any person or entity to whom the Investor or any person or entity identified in clause (ii) and clause (iii) of this definition sells, transfers or assigns 25% or more of the Registrable Securities issued pursuant to the Purchase Agreement, other than in a sale pursuant to Rule 144 under the Securities Act or a registration effected pursuant to this Agreement.

“Register,” “registered,” and “registration” refer to an underwritten registration effected by preparing and filing with the Securities and Exchange Commission (the “Commission”) a registration statement or similar document in compliance with the Securities

Act, and the declaration or ordering by the Commission of effectiveness of such registration statement or document.

“Registration Expenses” means all expenses in connection with the Company’s performance of or compliance with its obligations under this Agreement, including, without limitation, all (i) registration, qualification and filing fees; (ii) fees, costs and expenses of compliance with securities or blue sky laws (including reasonable fees, expenses and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities under the laws of such jurisdictions as the managing underwriter or underwriters in a registration may designate, subject to the limitation as set forth in subsection (h) of Section 5 hereof); (iii) printing expenses; (iv) messenger, telephone and delivery expenses; (v) fees, expenses and disbursements of counsel for the Company and of all independent certified public accountants retained by the Company (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance); (vi) Securities Act liability insurance if the Company so desires; (vii) fees, expenses and disbursements of any other individuals or entities retained by the Company in connection with the registration of the Registrable Securities; (viii) fees, costs and expenses incurred in connection with the listing of the Registrable Securities on each national securities exchange or automated quotation system on which the Company has made application for the listing of its Common Stock; and (ix) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties and expenses of any annual audit). Registration Expenses shall not include selling commissions, discounts or other compensation paid to underwriters or other agents or brokers to effect the sale of Registrable Securities, or counsel fees and any other expenses incurred by Holders in connection with any registration that are not specified in the immediately preceding sentence.

“Registrable Securities” means any shares of Common Stock of the Company owned by any Holder or that may be acquired by any Holder upon the conversion of any convertible security or the exercise of any warrant, option or other right owned by any Holder, but only to the extent such shares constitute “restricted securities” under Rule 144 under the Securities Act.

“Requestor” means the Holder or Holders requesting the registration in question. Actions taken by the Requestor shall be taken by those Holders making such request who hold a majority of the Registrable Securities held by such Holders.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute.

2. Demand Registrations.

(a) Request for Registration. If at any time after the date hereof one or more Holders who in the aggregate hold at least 25% of the Registrable Securities submits a written request (a “Demand Notice”) to the Company that the Company register Registrable Securities under and in accordance with the Securities Act (a “Demand Registration”), then the Company shall:

(i) within five days after receipt of such Demand Notice, give written notice of the proposed registration to all other Holders; and

(ii) as soon as practicable, use diligent efforts to effect such registration as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in written requests received by the Company within 20 days after the date the Company mails the written notice referred to in clause (i) above.

Notwithstanding the foregoing, if the Company shall furnish to the Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed on or before the date filing would be required in connection with any Demand Registration and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing or delay its effectiveness for a reasonable period not to exceed 90 days provided that such right shall not be exercised more than once with respect to a request for registration hereunder during any period of twelve consecutive months. The Company will pay all Registration Expenses in connection with such withdrawn request for registration.

Notwithstanding the foregoing, the Company shall not be required to effect any registration requested within less than 120 days after the filing of another registration filed by the Company in which all of the Registrable Securities requested to be included in such registration by participating Holders were so included.

(b) Underwriting. In connection with any registration under this Section 2, if the Requestors intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement with one or more underwriters selected by the Requestors having terms and conditions customary for such agreements (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities required to be included (determined without regard to any requirement of a request to be included in such registration) in such registration held by all Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

(c) Shelf Registration. If at the time the Company registers Registrable Securities under the Securities Act pursuant to this Section 2, the sale or other disposition of such Registrable Securities by the Holders may be made pursuant to a registration statement on Form S-3 (or any successor form that permits the incorporation by reference of future filings by the Company under the Exchange Act), and such registration statement, unless otherwise directed by the Requestor, shall be filed as a “shelf” registration statement pursuant to Rule 415 under the Securities Act (or any successor rule). Any such shelf registration shall cover the disposition of all Registrable Securities in one or more underwritten offerings, block transactions, broker transactions, at-market transactions and in such other manner or manners as may be specified by the Requestor. Except as provided in Section 5(b) hereof, the Company shall use its reasonable best efforts to keep such “shelf” registration continuously effective as long as the delivery of a prospectus is required under the Securities Act in connection with the disposition of the Registrable Securities registered thereby and in furtherance of such obligation, shall supplement or amend such registration statement if, as and when required by the rules, regulations and instructions applicable to the form used by the Company for such registration or by the Securities Act or by any other rules and regulations thereunder applicable to shelf registrations. Upon their receipt of a certificate signed by the president of the Company in accordance with the procedure set forth in the penultimate paragraph of Section 2(a) hereof, the Holders will refrain from making any sales of Registrable Securities under the shelf registration statement for a period of up to 90 days; provided that this right to cause the Holders to refrain from making sales shall not be exercised by the Company more than twice, or for an aggregate period of more than 90 days, in any twelve-month period (counting as a permitted exercise any exercise by the Company of its right to defer the filing or delay its effectiveness of a registration statement under the penultimate paragraph of Section 2(a)).

3. Company Registration.

(a) Notice of Registration. If at any time or from time to time, the Company shall determine to register any of its capital stock, whether or not for its own account, other than a registration relating to employee benefit plans or a registration effected on Form S-4, the Company shall:

(i) provide to each Holder written notice thereof at least ten days prior to the filing of the registration statement by the Company in connection with such registration; and

(ii) include in such registration, and in any underwriting involved therein, all those Registrable Securities specified in a written request by each Holder received by the Company within five days after the Company mails the written notice referred to above, subject to the provisions of Section 3(b) below.

(b) Underwriting. The right of any Holder to registration pursuant to this Section 3 shall be conditioned upon the participation by such Holder in the underwriting arrangements specified by the Company in connection with such registration and the inclusion of the Registrable Securities of such Holder in such underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the

managing underwriter selected for such underwriting by the Company and take all other actions, and deliver such opinions and certifications, as may be reasonably requested by such managing underwriter. Notwithstanding any other provision of this Section 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all Holders distributing Registrable Securities through such underwriting, and there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first shares held by the Holders and, thereafter, to the extent necessary, shares which the Company wishes to register for its own account. As among the Holders as a group, the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities required to be included (determined without regard to any requirement of a request to be included in such registration) in such registration held by all Holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not any Holder has elected to include Registrable Securities in such registration.

4. Expense of Registration. All Registration Expenses incurred in connection with the registration and other obligations of the Company pursuant to Sections 2, 3 and 5 shall be borne by the Company, and all underwriting discounts and selling commissions incurred in connection with any such registrations shall be borne by the Holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Sections 2, 3 or 5, the request of which has been subsequently withdrawn by the Holders unless the withdrawal is based upon material adverse information concerning the Company of which the Holders were not aware at the time of such request.

5. Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to effect the registration of Registrable Securities, the Company shall:

(a) promptly prepare and file with the Commission a registration statement with respect to such Registrable Securities on any form that may be utilized by the Company and that shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition thereof, and use its reasonable diligent efforts to cause such registration statement to become effective as promptly as practicable and remain effective thereafter as provided herein, provided that prior to filing a registration statement or prospectus or any amendments or supplements thereto, including documents incorporated by reference after the initial filing of any registration statement, the Company will furnish to each of the Investor whose Registrable Securities are covered by such registration statement, their counsel and the underwriters copies of all such documents proposed to be filed sufficiently in advance of filing to provide them with a reasonable opportunity to review such documents and comment thereon;

(b) prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and current and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement, including such amendments (including post-effective amendments) and supplements as may be necessary to reflect the intended method of disposition by the prospective seller or sellers of such Registrable Securities, provided that except in the case of a shelf registration under Section 2(c) such registration statement need not be kept effective and current for longer than 120 days subsequent to the effective date of such registration statement;

(c) subject to receiving reasonable assurances of confidentiality, for a reasonable period after the filing of such registration statement, and throughout each period during which the Company is required to keep a registration effective, make available for inspection by the selling holders of Registrable Securities being offered, and any underwriters, and their respective counsel, such financial and other information and books and records of the Company, and cause the officers, directors, employees, counsel and independent certified public accountants of the Company to respond to such inquiries as shall be reasonably necessary, in the judgment of such counsel, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act;

(d) promptly notify the selling holders of Registrable Securities and any underwriters and confirm such advice in writing, (i) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any comments by the Commission, by the National Association of Securities Dealers Inc. (“NASD”), and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by any such entity for amendments or supplements to such registration statement or prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation or threatening of any proceedings for that purpose, (iv) if at any time the representations and warranties of the Company cease to be true and correct in all material respects, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (vi) at any time when a prospectus is required to be delivered under the Securities Act, that such registration statement, prospectus, prospectus amendment or supplement or post-effective amendment, or any document incorporated by reference in any of the foregoing, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading;

(e) furnish to each selling holder of Registrable Securities being offered, and any underwriters, prospectuses or amendments or supplements thereto, in such quantities as they may reasonably request and as soon as practicable, that update previous prospectuses or amendments or supplements thereto;

(f) use reasonable diligent efforts to (i) register or qualify the Registrable Securities to be included in a registration statement hereunder under such other securities laws or blue sky laws of such jurisdictions within the United States of America as any selling holder of such Registrable Securities or any underwriter of the securities being sold shall reasonably request, (ii) keep such registrations or qualifications in effect for so long as the registration statement remains in effect and (iii) take any and all such actions as may be reasonably necessary or advisable to enable such holder or underwriter to consummate the disposition in such jurisdictions of such Registrable Securities owned by such holder; provided, however, that the Company shall not be required for any such purpose to (x) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 5(f), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction;

(g) cause all such Registrable Securities to be listed or accepted for quotation on each securities exchange or automated quotation system on which the Company’s Common Stock then trades; and

(h) otherwise use reasonable diligent efforts to comply with all applicable provisions of the Securities Act, and rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

6. Indemnification. In the event any of the Registrable Securities are included in a registration statement under this Agreement:

(a) to the extent permitted by law, the Company will indemnify each Holder who participates in such registration, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company in connection with any such registration, qualification or compliance (each, a “Violation”), and the Company will reimburse each such Holder, each of its officers and directors and partners and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any Violation which occurs in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder or underwriter and stated to be

specially for use therein, and provided further, that the indemnity agreement described in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein.

(c) Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought provided that failure to give such prompt notice shall not relieve the Indemnifying Party of its obligations hereunder unless it is materially prejudiced thereby, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld). Such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be that of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses or (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to such Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing of an election to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party then shall have the right to employ separate counsel at its

own expense and to participate in the defense thereof, and shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be designated in writing by a majority of the Indemnified Parties who are eligible to select such counsel). No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party may consent to entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party.

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party with respect to such loss, liability, claim, damage or expenses in the proportion that is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

7. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock, the Company shall use reasonably diligent efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, beginning 90 days after the Company registers a class of securities under Section 12 of the Exchange Act or completes a registered offering under the Securities Act;

(b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c) Furnish to any Holder promptly upon request a written statement as to its compliance with the reporting requirements of Rule 144 (at any time after 90 days after the Company completes a registered offering under the Securities Act), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), and a copy of the most recent annual or quarterly report of the Company.

8. Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Agreement after the earlier of (a) five years after the date hereof and (b) the date all Registrable Securities held by such Holder may be sold in a single three-month period under Rule 144 under the Securities Act.

9. Information To Be Provided by the Holders. Each Holder whose Registrable Securities are included in any registration pursuant to this Agreement shall furnish the Company such information regarding such Holder and the distribution proposed by such Holder as may be reasonably requested in writing by the Company and as shall be required in connection with such registration or the registration or qualification of such securities under any applicable state securities law.

10. “Stand-Off” Agreement. Each Holder, if requested by the managing underwriter of a registered public offering of securities by the Company, shall agree not to sell or otherwise transfer or dispose of any Registrable Securities or other securities of the Company then held by such Holder for a specified period of time that is customary under the circumstances (not to exceed 180 days) following the effective date of the registration statement for such offering, provided that (a) no such agreement shall be required unless the other principal stockholders of the Company enter into a similar agreement covering the same period of time and (b) such agreement shall contain terms customary for such agreements. The Company may impose stop transfer instructions to enforce any required agreement of the Holders under this Section 10.

11. Miscellaneous.

(a) Notices. All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given at the time of receipt if delivered by hand or by facsimile transmission or three days after being mailed, registered or certified mail, return receipt requested, with postage prepaid, to the address or facsimile number (as the case may be) listed below the signature of each Party on such Party’s signature page hereto if any Party shall have designated a different address or facsimile number by notice to the other Parties given as provided above, then to the last address or facsimile number so designated.

(b) Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and interpreted in such manner as to be effective and valid under applicable law.

(c) Waiver or Modification. Any amendment or modification of this Agreement shall be effective only if evidenced by a written instrument executed by the Company and by Investor that hold a majority of the total Registrable Securities.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the principles of conflicts of laws thereof.

(e) Attorneys’ Fees. In the event of any dispute involving the terms hereof, the prevailing parties shall be entitled to collect legal fees and expenses from the other party to the dispute.

(f) Further Assurances. Each Party agrees to act in accordance herewith and not to take any action that is designed to avoid the intention hereof.

(g) Successors and Assigns. This Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives.

(h) Defined Terms. Certain defined terms used herein and not otherwise defined herein shall have them meanings ascribed to such terms in the Asset Purchase Agreement.

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[signatures appear on following pages]

[COMPANY SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned Party has executed this Agreement as of the day and year first above written.

PLANET POLYMER TECHNOLOGIES, INC.


By:	/s/ Scott Glenn

	Name:	Scott Glenn

	Title:	Chairman, CEO and President

Address for Notice:

Planet Polymer Technologies, Inc.
6835 Flanders Drive, Suite 100
San Diego, California 92121
Attention:			Scott Glenn
			Chairman, CEO and President
Facsimile:			(858) 824-0891

with a copy to:

Blanchard, Krasner & French
800 Silverado Street, 2^nd Floor
La Jolla, California 92037
Attention:		Robert W. Blanchard
Facsimile:		(858) 551-2440

[INVESTOR SIGNATURE PAGE]

IN WITNESS WHEREOF, the undersigned Investor has executed this Agreement as of the day and year first above written.

ALLERGY FREE, L.L.C.


By:	/s/ Scott Glenn

	Name:	Scott Glenn

	Title:	Managing Director

Address for Notice:

Allergy Free, L.L.C.
6835 Flanders Drive, Suite 500
San Diego, California 92121
Attention:		Scott Glenn, Managing Director
Facsimile:		(858) 824-0891

with a copy to:

Glen Roberts, Esq.
P.O. Box 580
Del Mar, California 92014

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Under the Securities Exchange Act of 1934 (Amendment No. )*