-----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, FKu+Qh3412c9I7ji2YDFD5EJQAk/GciA6Q7OB6xAi2O/fjxXAqMlvaoo5/cUM76n BFLjMdbERN0vE/vYiUIR7g== 0001104659-07-083137.txt : 20071114 0001104659-07-083137.hdr.sgml : 20071114 20071114162730 ACCESSION NUMBER: 0001104659-07-083137 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 GROUP MEMBERS: FOG CITY FUND, LLC 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: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 330502606 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49423 FILM NUMBER: 071245263 BUSINESS ADDRESS: STREET 1: 96 DANBURY ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 8002553749 MAIL ADDRESS: STREET 1: 96 DANBURY ROAD CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: PLANET POLYMER TECHNOLOGIES INC DATE OF NAME CHANGE: 19950516 FORMER COMPANY: FORMER CONFORMED NAME: PLANET POLYMER TECHNOLOGY INC DATE OF NAME CHANGE: 19950511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 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/A BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6513107911 MAIL ADDRESS: STREET 1: 385 WASHINGTON STREET CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC DATE OF NAME CHANGE: 20040401 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 SC 13D/A 1 a07-29415_1sc13da.htm SC 13D/A

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

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

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 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 8, 2007

(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 §§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 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) OO

	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 1,608,000 (see Item 5 and note (1) below)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,608,000 (see Item 5 and note (1) below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,000 (see Item 5 and note (1) below)

	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) 38.2%

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

(1) Includes 222,000 shares of Common Stock of Planet Technologies, Inc. issuable upon the conversion of 83,333 shares of Series B Preferred Stock of Planet Technologies, Inc. The conversion price for each share of Series B Preferred Stock is initially set at $2.25 per share, subject to adjustment, for an initial conversion rate of 2-2/3 shares of Common Stock for each share of Series B Preferred Stock. The Series B Preferred Stock is not convertible until June 1, 2008, or earlier under certain circumstances as provided for in the Certificate of Determination, which is included in Exhibit B to the Series B Preferred Stock Purchase Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC and certain other investors listed therein, which is filed as Exhibit 12 hereto.

CUSIP No. 727044 20 8

	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) OO

	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 1,608,000 (see Item 5 and note (1) below)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,608,000 (see Item 5 and note (1) below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,000 (see Item 5 and note (1) below)

	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) 38.2%

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

CUSIP No. 727044 20 8

	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) OO

	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 1,608,000 (see Item 5 and note (1) below)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,608,000 (see Item 5 and note (1) below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,608,000 (see Item 5 and note (1) below)

	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) 38.2%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 727044 20 8

	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) OO

	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 1,108,000 (see Item 5 and note (1) below)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,108,000 (see Item 5 and note (1) below)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,108,000 (see Item 5 and note (1) below)

	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) 26.3%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 727044 20 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fog City Fund, 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) OO

	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 500,000 (see Item 5)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 500,000 (see Item 5)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 500,000 (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) 12.5%

	14.	Type of Reporting Person (See Instructions) OO

This Amendment No. 7 to Schedule 13D hereby amends and supplements a Schedule 13D dated November 30, 2004 (the “Original Statement”), as amended by Amendment No. 1 dated December 17, 2004 (“Amendment No. 1”), Amendment No. 2 dated May 31, 2005 (“Amendment No. 2”), Amendment No. 3 dated August 1, 2005 (“Amendment No. 3”), Amendment No. 4 dated June 1, 2006 (“Amendment No. 4”), Amendment No. 5 dated August 7, 2006 (“Amendment No. 5”) and Amendment No. 6 dated August 7, 2006 (“Amendment No. 6”) filed by and on behalf of The Travelers Companies, Inc., formerly known as The St. Paul Travelers Companies, Inc. (“Travelers”), St. Paul Fire and Marine Insurance Company (“F&M”), Split Rock Partners, LLC (“Split Rock”), Windamere III, LLC (“Windamere”) and Fog City Fund, LLC (“Fog City”) with respect to the common stock, no par value (the “Common Stock”), of Planet Technologies, Inc., a California corporation (“Planet Technologies”). Travelers, F&M, Split Rock, Windamere and Fog City are sometimes collectively referred to herein as the “Reporting Persons.”

Except as set forth below, there are no changes to the information in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. All terms used but not defined in this Amendment No. 7 are as defined in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. The summary descriptions contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 1. Security and Issuer

There are no changes to Item 1.

Item 2. Identity and Background

The Reporting Persons hereby add the following disclosure to this Item 2:

The Reporting Person The St. Paul Travelers Companies, Inc. has changed its name to The Travelers Companies, Inc.

Certain information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons has changed since the filing of the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, and is set forth in Exhibit 1.7 attached hereto and incorporated herein by this reference.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons hereby add the following disclosure to this Item 3:

notes issued by Planet Technologies to the order of Windamere in the aggregate principal amount of $500,000, as previously disclosed on Amendment No. 4, Amendment No. 5 and Amendment No. 6.

Item 4. Purpose of Transaction

The Reporting Persons hereby add the following disclosure to this Item 4:

On November 8, 2007, Windamere purchased 83,333 shares of Series B Preferred Stock of Planet Technologies at a purchase price of $6.00 per share (which shares are convertible into 222,000 shares of Common Stock of Planet Technologies), for an aggregate purchase price of $500,000. The purchase price was paid by cancellation of outstanding unsecured promissory notes issued by Planet Technologies to the order of Windamere in the aggregate principal amount of $500,000, as previously disclosed on Amendment No. 4, Amendment No. 5 and Amendment No. 6.

The shares of Series B Preferred Stock were issued pursuant to a Series B Stock Purchase Agreement dated November 8, 2007 between Planet Technologies, Windamere and certain other investors, a copy of which has been filed as Exhibit 12 to this Amendment No. 7 and is incorporated herein by this reference. The Series B Stock Purchase Agreement contains terms and provisions standard and customary for these types of financing transactions, such as representations, warranties and covenants.

The conversion price for each share of Series B Preferred Stock is initially set at $2.25 per share, subject to adjustment, for an initial conversion rate of 2-2/3 shares of Common Stock for each share of Series B Preferred Stock. The Series B Preferred Stock is not convertible until June 1, 2008, or earlier under certain circumstances as provided for in the Certificate of Determination, which is included in Exhibit B to the Series B Preferred Stock Purchase Agreement, which is filed as Exhibit 12 to this Amendment No. 7 and is incorporated herein by this reference.

It is the understanding of the Reporting Persons that there are currently outstanding 3,316,666 shares of Series B Preferred Stock, of which Aisling Capital II, L.P. (“Aisling”) holds 3,000,000 or 90%. The holders of a majority of the Series B Preferred Stock have the right to appoint two (2) of the four (4) directors of Planet Technologies and further has the right to expand the Board of Directors of Planet Technologies to seven (7) from five (5) directors and has the right to appoint the two (2) additional directors. It is the understanding of the Reporting Persons that as part of the transaction, effective November 8, 2007, the following directors resigned from Planet Technologies’ Board of Directors: (1) Eric Freedus, (2) H. Mac Busby, (3) Michael Trinkle, (4) Michael Walsh, and (5) Ellen Preston, the number of directors was amended to five (5) from seven (7) directors, and the following persons were appointed as directors to serve with Scott Glenn and Ed Steube: William Thomas Willoughby, Andrew N. Schiff and Brett I.W. Zbar. Messrs. Schiff and Zbar were each appointed members of the Board of Directors pursuant to the acquisition of the Series B Preferred Stock by Aisling.

As a condition precedent for Aisling to acquire the Series B Preferred Stock, Windamere, Fog City, and certain other holders of Common Stock of Planet Technologies, representing in the

aggregate approximately 60% or the Common Stock of Planet Technologies, entered into the following agreements in addition to the Series B Preferred Stock Purchase Agreement:

1. Investors’ Rights Agreement attached hereto as Exhibit 13, which is incorporated herein by this reference;

2. Voting Agreement attached hereto as Exhibit 14, which is incorporated herein by this reference;

3. Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit 15, which is incorporated herein by this reference

4. Side Letter attached hereto as Exhibit 16, which is incorporated herein by this reference; and

5. Lock Up Letter attached hereto as Exhibit 17, which is incorporated herein by this reference.

The Investors’ Rights Agreement provides rights to the Series B Preferred Stock holders including (a) the right, under certain circumstances, to require Planet Technologies to file certain registration statements, and (b) the right of first offer to future stock issuances, subject to termination prior to a qualified initial public offering. The Voting Agreement provides certain bring-along rights, sale restrictions, and voting restrictions in favor or Aisling, which are generally not effective for so long as the shares of Common Stock remain registered pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), and for a period thereafter. The Right of First Refusal and Co-Sale Agreement provides the Series B Preferred Stock holders, subject to certain exempt transfers, a public offering or a liquidation event, the right of first refusal to acquire any selling shareholder’s shares in Planet Technologies and the right of co-sale and participate on a pro-rata basis in the proposed transfer. The Right of First Refusal and Co-Sale Agreement also provides an agreement to lock-up the common shareholders during certain time periods relating to Planet Technologies’ proposed initial public offering. The transfer and holding restrictions in the Right of First Refusal and Co-Sale Agreement are generally not effective for so long as the shares of Common Stock remain registered pursuant to Section 12(g) of the Exchange Act, and for a period thereafter.

Pursuant to the terms of the Side Letter dated November 8, 2007 between Windamere, Fog City and Aisling Capital, Windamere and Fog City agreed to vote all Common Stock owned or controlled by them to amend and replace Planet Technologies’ Certificate of Incorporation between the first business day after which the Common Stock is no longer registered pursuant to Section 12(g) of the Exchange Act and the fifth business day thereafter. Pursuant to the terms of the Lock-Up Letter dated November 8, 2007 between Windamere, Fog City and Planet Technologies, Windamere and Fog City agreed not to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer its shares of Common Stock of Planet Technologies while the Common Stock remains registered pursuant to Section 12(g) of the Exchange Act and for a period of 61 days thereafter and agreed to waive its registration rights with respect to the Common Stock for the period of time in which a holder of Series B Preferred Stock has registration rights.

It is the understanding of the Reporting Persons that Planet Technologies intends to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 following the filing of a Form 15 and take the company private. It is also the understanding of the Reporting Persons that within five (5) days following the effective date of the deregistration, Planet Technologies intends to reincorporate as a Delaware corporation.

Item 5. Interest in Securities of the Issuer

The Reporting Persons hereby add the following disclosure to this Item 5:

(a) 1. Amount beneficially owned: Travelers, F&M and Split Rock may be deemed to own beneficially 1,608,000 shares of Common Stock of Planet Technologies. Windamere is the record owner of 886,000 shares of Common Stock and 83,333 shares of Series B Preferred Stock, which shares are convertible into 222,000 shares of Common Stock, of Planet Technologies. Fog City is the record owner of 500,000 shares of Common Stock of Planet Technologies. F&M is a wholly owned subsidiary of Travelers. F&M owns a controlling interest in each of Windamere and Fog City. Windamere is managed by the Managing Member, Scott L. Glenn; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Windamere. Fog City is managed by the Managing Member, Fog City Management, LLC; however, investments in excess of certain amounts or dispositions must be approved by the board of directors of Fog City. Split Rock has the right to appoint a majority of the members of the board of directors of both Windamere and Fog City. Decisions by Split Rock with respect to who to appoint as Windamere or Fog City directors are made by a two-thirds vote of the four Split Rock Managing Directors. By virtue of the affiliate relationships among the Reporting Persons, each of Travelers, F&M and Split Rock may be deemed to own beneficially 1,608,000 shares of Common Stock of Planet Technologies, Windamere may be deemed to own beneficially 1,108,000 shares of Common Stock of Planet Technologies, and Fog City may be deemed to own beneficially 500,000 shares of Common Stock of Planet Technologies described in this Amendment No. 7. In the case of Travelers, F&M, Split Rock and Windamere, the amounts indicated as beneficially owned in this Amendment No. 7 include 222,000 shares of Common Stock of Planet Technologies issuable upon the conversion of 83,333 shares of Series B Preferred Stock of Planet Technologies. The conversion price for each share of Series B Preferred Stock is initially set at $2.25 per share, subject to adjustment, for an initial conversion rate of 2-2/3 shares of Common Stock for each share of Series B Preferred Stock. The Series B Preferred Stock is not convertible until June 1, 2008, or earlier under certain circumstances as provided for in the Certificate of Determination, which is included in Exhibit B to the Series B Preferred Stock Purchase Agreement dated November 8, 2007 by and among Planet Technologies, and certain other investors listed therein, which is filed as Exhibit 12 hereto.

2. Percent of class: The St. Paul, F&M and Split Rock: 38.2%; Windamere: 26.3%; Fog City: 12.5%. The foregoing percentages are calculated based on the 3,986,368 shares of Common Stock reported to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-QSB for the quarter ended June 30, 2007.

(b) Number of shares as to which each of Travelers, F&M and Split Rock has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,608,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,608,000

Number of shares as to which Windamere has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,108,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,108,000

Number of shares as to which Fog City has:

(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	500,000

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	500,000

(c) Other than as reported in this Amendment No. 7, 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

The Reporting Persons hereby add the following disclosure to this Item 6:

The shares of Series B Preferred Stock were issued pursuant to a Series B Stock Purchase Agreement dated November 8, 2007 between Planet Technologies, Windamere and certain other investors, a copy of which has been filed as Exhibit 12 to this Amendment No. 7 and is incorporated herein by reference. The Series B Stock Purchase Agreement contains terms and provisions standard and customary for these types of financing transactions, such as representations, warranties and covenants.

As a condition precedent for Aisling to acquire the Series B Preferred Stock, Windamere, Fog City, and certain other holders of Common Stock of Planet Technologies, representing in the

aggregate approximately 60% or the Common Stock of Planet Technologies, entered into the following agreements in addition to the Series B Preferred Stock Purchase Agreement:

1. Investors’ Rights Agreement attached hereto as Exhibit 13, which is incorporated herein by this reference;

2. Voting Agreement attached hereto as Exhibit 14, which is incorporated herein by this reference;

3. Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit 15, which is incorporated herein by this reference

4. Side Letter attached hereto as Exhibit 16, which is incorporated herein by this reference; and

5. Lock Up Letter attached hereto as Exhibit 17, which is incorporated herein by this reference.

The Investors’ Rights Agreement provides rights to the Series B Preferred Stock holders including (a) the right, under certain circumstances, to require the Company to file certain registration statements, and (b) the right of first offer to future stock issuances, subject to termination prior to a qualified initial public offering. The Voting Agreement provides certain bring-along rights, sale restrictions, and voting restrictions in favor or Aisling, which are generally not effective for so long as the shares of Common Stock remain registered pursuant to Section 12(g) of the Exchange Act and for a period thereafter. The Right of First Refusal and Co-Sale Agreement provides the Series B Preferred Stock holders, subject to certain exempt transfers, a public offering or a liquidation event, the right of first refusal to acquire any selling shareholder’s shares in Planet Technologies and the right of co-sale and participate on a pro-rata basis in the proposed transfer. The Right of First Refusal and Co-Sale Agreement also provides an agreement to lock-up the common shareholders during certain time periods relating to Planet Technologies’ proposed initial public offering. The transfer and holding restrictions in the Right of First Refusal and Co-Sale Agreement are generally not effective for so long as the shares of Common Stock remain registered pursuant to Section 12(g) of the Exchange Act and for a period thereafter.

The unsecured promissory notes issued by Planet Technologies to the order of Windamere in the aggregate principal amount of $500,000, as disclosed on Amendment No. 4, Amendment No. 5 and Amendment No. 6, were cancelled and released in connection with Windamere’s purchase of the shares of Series B Preferred Stock pursuant to that certain Release of Debt dated November 8, 2007 between Planet Technologies and Windamere, a copy of which has been filed as Exhibit 18 to this Amendment No. 7 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

The Reporting Persons hereby add the following exhibits to this Item 7:

Exhibit 1.7		Additional information concerning directors and executive officers of The Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC, Windamere III, LLC and Fog City Fund, LLC (Filed herewith)

Exhibit 12		Form of Series B Stock Purchase Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC and certain other investors listed therein (Incorporated by reference to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 13		Form of Investor Rights Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC and certain other investors listed therein (Incorporated by reference to Exhibit E to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 14		Form of Voting Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC, Fog City Fund, LLC and certain other investors listed therein (Incorporated by reference to Exhibit H to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 15		Form of Right of First Refusal and Cosale Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC, Fog City Fund, LLC and certain other investors listed therein (Incorporated by reference to Exhibit G to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 16		Form of Side Letter dated November 8, 2007 between Aisling Capital, Windamere III, LLC, Fog City Fund, LLC and certain other parties listed therein (Incorporated by reference to Exhibit 10.33 to

		Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 17		Form of Lock-Up Letter dated November 8, 2007 between Planet Technologies, Inc. and Windamere III, LLC (Incorporated by reference to Exhibit 10.34 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007)

Exhibit 18		Form of Release of Debt dated November 8, 2007 between Planet Technologies, Inc. and Windamere III, LLC (Filed herewith)

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.

November 14, 2007

THE 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


FOG CITY FUND, LLC

By: Fog City Management, LLC, its Managing Member

	By:	/s/ Nancy S. Olson
		Nancy S. Olson
	Its:	Managing Member

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing

1.7	Additional information concerning directors and executive officers of The Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC, Windamere III, LLC and Fog City Fund, LLC.	Filed herewith.

12	Form of Series B Stock Purchase Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC and certain other investors listed therein.	Incorporated by reference to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

13	Form of Investor Rights Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC and certain other investors listed therein.	Incorporated by reference to Exhibit E to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

14	Form of Voting Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC, Fog City Fund, LLC and certain other investors listed therein.	Incorporated by reference to Exhibit H to Exhibit 10.32 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

15	Form of Right of First Refusal and Cosale Agreement dated November 8, 2007 by and among Planet Technologies, Inc., Windamere III, LLC, Fog City	Incorporated by reference to Exhibit G to Exhibit 10.32 to Planet

	Fund, LLC and certain other investors listed therein.	Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

16	Form of Side Letter dated November 8, 2007 between Aisling Capital, Windamere III, LLC, Fog City Fund, LLC and certain other parties listed therein.	Incorporated by reference to Exhibit 10.33 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

17	Form of Lock-Up Letter dated November 8, 2007 between Planet Technologies, Inc. and Windamere III, LLC.	Incorporated by reference to Exhibit 10.34 to Planet Technologies, Inc.’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 13, 2007 (File No. 000-26804)

18	Form of Release of Debt dated November 8, 2007 between Planet Technologies, Inc. and Windamere III, LLC.	Filed herewith.

EX-1.7 2 a07-29415_1ex1d7.htm EX-1.7

EXHIBIT 1.7

Except as otherwise provided in this Exhibit 1.7, or in Exhibit 1.5 to Amendment No. 5, Exhibit 1.4 to Amendment No. 4, Exhibit 1.3 to Amendment No. 3, Exhibit 1.2 to Amendment No. 2 or in Exhibit 1.1 to Amendment No. 1, none of the information regarding the individuals affiliated with Split Rock Partners, LLC and Windamere III, LLC has changed since the filing of Exhibit 1 to Schedule 13D dated November 30, 2004.

Scott L. Glenn, Managing Member and Director of Windamere III, LLC and Chairman of Planet Technologies, Inc., by virtue of the Windamere III, LLC acquisition reported on Amendment No. 7, acquired beneficial ownership of 222,000 shares, resulting in Mr. Glenn beneficially owning an aggregate of 1,903,944 shares of Common Stock. Mr. Glenn submitted his resignation as President and CEO of Planet Technologies, Inc. effective as of April 25, 2007. In connection with the transaction described on Amendment No. 7, Mr. Glenn entered into: an Indemnification Agreement dated November 8, 2007 between Planet Technologies, Inc. and Mr. Glenn, a Consulting Agreement dated November 8, 2007 between Planet Technologies, Inc. and Mr. Glenn, a Right of First Refusal and Cosale Agreement dated November 8, 2007 between Planet Technologies, Mr. Glenn, and other stockholders, a Voting Agreement dated November 8, 2007 between Planet Technologies, Inc., Mr. Glenn, and other stockholders, a Letter Agreement dated November 8, 2007 between Aisling Capital, Glenn Holdings, LP, and other stockholders, and a Letter Agreement dated November 8, 2007 between Planet Technologies, Inc. and Glenn Holdings, LP.

The names and present principal occupations of the current directors and executive officers of The Travelers Companies, Inc. and St. Paul Fire and Marine Insurance Company 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 Travelers Companies, Inc.

Name		Position with 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
Alan L. Beller		Director		Partner, Cleary Gottlieb Steen & Hamilton LLP		Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006		0		None

Name	Position with 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
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

Janet M. Dolan	Director	Retired Chief Executive Officer and President, Tennant Company	Office of Janet Dolan 7260 University Ave NE Suite 160 Fridley, MN 55432	0	None

Kenneth M. Duberstein	Director	Chairman and Chief Executive Officer, The Duberstein Group, Inc.	The Duberstein Group 2100 Pennsylvania Ave. NW, Suite 500 Washington, DC 20037	0	None

Jay S. Fishman	Chairman, Chief Executive Officer, President and Director	Chairman, Chief Executive Officer and President of The Travelers Companies, Inc.	The Travelers Companies, Inc. 385 Washington Street St. Paul, MN 55102	0	None

Lawrence G. Graev	Director	Chairman, Chief Executive Officer and President, The GlenRock Group, LLC	The GlenRock Group, LLC Tower 56 126 East 56^thStreet New York, NY 10022	0	None

Patricia L. Higgins	Director	Retired President and Chief Executive Officer of Switch and Data Facilities, Inc.	432 Buttonwood Lane Largo, FL 33770	0	None

Thomas R. Hodgson	Director	Retired President and Chief Operating Officer, Abbott Laboratories	225 E. Deerpath Suite 222 Lake Forest, IL 60045	0	None

Cleve L. Killingsworth, Jr.	Director	President and Chief Executive Officer of Blue Cross and Blue Shield of Massachusetts, Inc.	Blue Cross and Blue Shield of Massachusetts, Inc. 401 Park Avenue Boston, MA 02215	0	None

Robert I. Lipp	Director	Senior Advisor, JPMorganChase & Co.	JPMorganChase & Co. 270 Park Avenue New York, NY 10017	0	None

Blythe J. McGarvie	Director	President, Leadership for International Finance	Leadership for International Finance 3025 River Oaks Road Williamsburg, VA 23185	0	None

Glen D. Nelson, M.D.	Director	Retired Vice Chairman, Medtronic, Inc.	301 Carlson Parkway, Suite 315 Minnetonka, MN 55305	0	None

Laurie J. Thomsen	Director	Partner, New Profit, Inc.	235 Nashawtuc Road Concord, MA 01742	0	None

Name	Position with 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
John J. Albano	Executive Vice President-Business Insurance	Executive Vice President-Business Insurance of The Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	None

Bruce A. Backberg	Senior Vice President and Corporate Secretary	Senior Vice President and Corporate Secretary of The Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	0	None

Jay S. Benet	Vice Chairman & Chief Financial Officer	Vice Chairman & Chief Financial Officer of The Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	None

Andy F. Bessette	Executive Vice President – Chief Administrative Officer	Executive Vice President – Chief Administrative Officer of The Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	0	None

William A. Bloom	Executive Vice President-Insurance Operations & Information Technology	Executive Vice President-Insurance Operations & Information Technology of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

Kathleen L. Bolduc	Executive Vice President, Chief Marketing Officer	Executive Vice President, Chief Marketing Officer of The Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	None

Irwin R. Ettinger	Vice Chairman	Vice Chairman of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

William P. Hannon	Executive Vice President-Enterprise Risk Management & Business Conduct Officer	Executive Vice President-Enterprise Risk Management & Business Conduct Officer of The Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	None

William H. Heyman	Vice Chairman & Chief Investment Officer	Vice Chairman & Chief Investment Officer of The Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	0	None

Joseph P. Lacher, Jr.	Executive Vice President – Personal Insurance	Executive Vice President – Personal Insurance of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

Name	Position with 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
Brian W. MacLean	Executive Vice President & Chief Operating Officer	Executive Vice President & Chief Operating Officer of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

Maria Olivo	Executive Vice President, Market Development and Investor Relations	Executive Vice President, Market Development and Investor Relations of The Travelers Companies, Inc.	One Tower Square Hartford, CT 06183	0	None

Douglas K. Russell	Senior Vice President, Controller & Treasurer	Senior Vice President, Controller & Treasurer of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

Alan D. Schnitzer	Vice Chairman and Chief Legal Officer	Vice Chairman and Chief Legal Officer of The Travelers Companies, Inc.	485 Lexington Avenue New York, NY 10017	0	None

Doreen Spadorcia	Executive Vice President - Claim Services	Executive Vice President – Claim Services of The Travelers Companies, Inc.	One Tower Square Hartford. CT 06183	0	None

Kenneth F. Spence, III	Executive Vice President and General Counsel	Executive Vice President and General Counsel of The Travelers Companies, Inc.	385 Washington Street St. Paul, MN 55102	0	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
John J. Albano	Executive Vice President, Business Insurance	Executive Vice President, Business Insurance of F&M	One Tower Square Hartford, CT 06183	0	None

Bruce A. Backberg	Senior Vice President & Corporate Secretary	Senior Vice President & Corporate Secretary of F&M	385 Washington Street St. Paul, MN 55102	0	None

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
Jay S. Benet	Vice Chairman & Chief Financial Officer and Director	Vice Chairman & Chief Financial Officer and Director of F&M	One Tower Square Hartford, CT 06183	0	None

Andy F. Bessette	Executive Vice President & Chief Administrative Officer and Director	Executive Vice President & Chief Administrative Officer and Director of F&M	385 Washington Street St. Paul, MN 55102	0	None

William A. Bloom	Executive Vice President – Insurance Operations & Information Technology and Chief Information Officer	Executive Vice President –Insurance Operations & Information Technology and Chief Information Officer of F&M	One Tower Square Hartford, CT 06183	0	None

Kathleen L. Bolduc	Executive Vice President, Chief Marketing Officer	Executive Vice President, Chief Marketing Officer Development of F&M	One Tower Square Hartford, CT 06183	0	None

Irwin R. Ettinger	Vice Chairman	Vice Chairman of F&M	One Tower Square Hartford. CT 06183	0	None

William P. Hannon	Executive Vice President-Enterprise Risk Management & Business Conduct Officer	Executive Vice President-Enterprise Risk Management, & Business Conduct Officer of F&M	One Tower Square Hartford, CT 06183	0	None

William H. Heyman	Vice Chairman & Chief Investment Officer and Director	Vice Chairman & Chief Investment Officer and Director of F&M	385 Washington Street St. Paul, MN 55102	0	None

Michael F. Klein	President-Commercial Accounts	President-Commercial Accounts of F&M	385 Washington Street St. Paul, MN 55102	0	None

Joseph P. Lacher, Jr.	Executive Vice President, Personal Insurance and Director	Executive Vice President, Personal Insurance and Director of F&M	One Tower Square Hartford, CT 06183	0	None

Brian W. MacLean	Chairman, President and Chief Executive Officer and Director	Chairman, President and Chief Executive Officer and Director of F&M	One Tower Square Hartford, CT 06183	0	None

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
Maria Olivo	Executive Vice President, Market Development and Investor Relations	Executive Vice President, Market Development and Investor of F&M	One Tower Square Hartford, CT 06183	0	None

Douglas K. Russell	Senior Vice President, Controller & Treasurer	Senior Vice President, Controller & Treasurer of F&M	One Tower Square Hartford. CT 06183	0	None

Alan D. Schnitzer	Vice Chairman and Chief Legal Officer	Vice Chairman and Chief Legal Officer of F&M	485 Lexington Avenue New York, NY 10017	0	None

Doreen Spadorcia	Executive Vice President, Claim and Director	Executive Vice President, Claim and Director of F&M	One Tower Square Hartford, CT 06183	0	None

Kenneth F. Spence, III	Executive Vice President & General Counsel and Director	Executive Vice President & General Counsel and Director of F&M	385 Washington Street St. Paul, MN 55102	0	None

EX-18 3 a07-29415_1ex18.htm EX-18

Exhibit 18

RELEASE OF DEBT

This Release of Debt is made as of November 8, 2007 by and among Planet Technologies, Inc., a California corporation (including its predecessors, successors and assigns, the “Company”), and Windamere III, LLC ( “Windamere”).

WHEREAS, the Company has entered into indebtedness with Windamere in the form of (i) that certain unsecured Promissory Note, dated June 1, 2006, in a principal amount of $250,000; (ii) that certain Unsecured Promissory Note, dated August 7, 2006, in a principal amount of 250,000; and (iii) accrued an unpaid interest owed by the Company to Windamere pursuant to the above referenced notes (the “Notes”), from the date of issuance to the date of this agreement (collectively, the “Debt”).

NOW THEREFORE, the parties agree as follows:

In exchange for 83,333 shares of Series B Preferred Stock, issued in accordance with the Certificate of Determination for Series B Preferred Stock, and cash in the amount of the accrued and unpaid interest on the Notes up to the amount of $50,000, the receipt and sufficiency of which are hereby acknowledged, Windamere hereby extinguishes the Debt and forever releases the Company from the obligation to repay the Debt. Any accrued and unpaid interest on the Notes in excess of $50,000 is hereby forgiven by Windamere.

This Release of Debt is hereby executed, and is effective, as of the date first written above.

Windamere III, LLC		Planet Technologies, Inc.


/s/ Scott Glenn		/s/ Ed Steube
By: Scott Glenn, Managing Member		By: Ed Steube, President and Chief
		Executive Officer

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

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Under the Securities Exchange Act of 1934
(Amendment No. 7)*