UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Planet Polymer Technologies, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $ No Par Value
______________________________________________________
(Title of Class of Securities)
727044109
____________________________________
(CUSIP Number)
December 17, 1997 *
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
* Filed pursuant to rule change effective February 17, 1998
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
-x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 727044109 13G Page 2 of 9
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. ("SSPE")
F13-3916551
MG Advisers, L.L.C. ("MG") F13-3916549
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
882,337
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.7
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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CUSIP No. 727044109 13G Page 3 of 9
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David M. Greenhouse
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 882,337
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 882,337
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
882,337
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.7
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
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Page 4 of 9 Pages
Item 1.
(a) Name of Issuer: Planet Polymer Technologies, Inc. n
(b) Address of Issuer's Principal Executive Offices:
9985 Businesspark Avenue, STE A, San Diego, CA 92131.
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Private Equity Fund, L.P., a
Delaware limited partnership ("SSPE"); (ii) MG Advisers,
L.L.C., a New York limited liability company,("MG"); (iii)
Austin W. Marxe and (iv) David Greenhouse. Each of the
foregoing is hereinafter individually referred to as a
"Reporting Person" and collectively as the "Reporting
Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York
10022.
(c) Citizenship: SSPE is a Delaware limited partnerships.
MG is a New York limited liability company. Austin W. Marxe
and David M. Greenhouse are United States citizens.
The principal business of SSPE is to invest in, sell, convey,
transfer, exchange and otherwise trade in principally equity
and equity related securities. The principal business of MG
is to act as general partner of and investment adviser to
SSPE. The principal occupation of Austin W. Marxe and David
Greenhouse is to serve as officers, directors and members or
principal shareholders of the Adviser.
Page 5 of 9 Pages
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is
a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
Page 6 of 9 Pages
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 882,337 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which all such shares are owned by SSPE. (b)
Percent of Class: 16.7 percent of the Common Stock are
beneficially owned by Austin Marxe, David Greenhouse and SSPE.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSPE and MG have sole
power to vote or to direct the vote and to dispose or to
direct the disposition of all securities reported hereby which
are beneficially owned by SSPE and MG. Austin Marxe and David
Greenhouse have shared power to vote or to direct the vote of
and to dispose or to direct the disposition of securities
reported hereby which are beneficially owned by Austin Marxe
and David Greenhouse by virtue of being Executive Officers of
the Investment Adviser.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the
beneficial owner of more that five percent of the class of
securities, check the following .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: SSPE as owner of the securities in question,
has the right to receive any dividends from, or proceeds from
the sale of, such securities.
Page 7 of 9 Pages
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the Parent
Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: September 23, 1998
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MG ADVISERS, L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
Page 9 of 9 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MG Advisers, L.L.C. (MG), a New York
limited liability company, is the general partner of the
Special Situations Private Equity Fund, L.P., a Delaware
Limited Partnership. Austin W. Marxe and David M. Greenhouse
are the principal owners of MG and are principally responsible
for the selection, acquisition and disposition of the
portfolios securities by the investment adviser on behalf of
their Fund.
