PLANET POLYMER TECHNOLOGIES INC
8-K, 1999-03-15
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): JANUARY 31, 1999


                        PLANET POLYMER TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


                                   CALIFORNIA
                 (State or other jurisdiction of incorporation)



    0-26804                                                 33-0502606
(Commission File No.)                         (IRS Employer Identification No.)

                        9985 BUSINESSPARK AVENUE, SUITE A
                           SAN DIEGO, CALIFORNIA 92131
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (619) 549-5130


<PAGE>   2
ITEM 5.  OTHER EVENTS.

        At the request of the Nasdaq Stock Market, the Registrant hereby files
its unaudited Consolidated Balance Sheet as of January 31, 1999 and unaudited
Consolidated Statement of Operations for one month ended January 31, 1999.

        Pursuant to Marketplace Rule 4310(c)(2), the Registrant is required to
maintain net tangible assets of $2 million for continued quotation on the Nasdaq
SmallCap Market. As of January 31, 1999, the Registrant's net tangible assets
were $2.2 million. Failure to meet the maintenance criteria in the future may
result in the Registrant's Common Stock not being eligible for quotation. There
can be no assurance that the Registrant will be able to satisfy the criteria for
continued quotation on the Nasdaq SmallCap Market.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

        (c)    EXHIBITS.

               99.1   Unaudited Consolidated Balance Sheet as of January 31,
                      1999 and unaudited Consolidated Statement of Operations
                      for one month ended January 31, 1999.


                                       2


<PAGE>   3
                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    PLANET POLYMER TECHNOLOGIES, INC.



Dated:  March 12, 1999              By:  /s/ Robert J. Petcavich
                                       -------------------------------
                                       Robert J. Petcavich
                                       Chairman, Chief Executive Officer and
                                       Secretary


                                       3


<PAGE>   4
                                INDEX TO EXHIBITS


        99.1    Unaudited Consolidated Balance Sheet as of January 31, 1999 and
                unaudited Consolidated Statement of Operations for one month
                ended January 31, 1999. See page 5.


                                       4



<PAGE>   1
                                                                    EXHIBIT 99.1

                PLANET POLYMER TECHNOLOGIES, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                 ---------------


<TABLE>
<CAPTION>
                                                                                      UNAUDITED
                                                                                   ----------------
 ASSETS                                                                            JANUARY 31, 1999
                                                                                   ----------------
<S>                                                                                <C>         
Current assets:
     Cash and cash equivalents                                                       $    913,085
     Accounts receivable, net of allowance for doubtful accounts of $10,000               342,016
     Inventories, net                                                                     259,963
     Prepaid expenses                                                                      54,982
     Income tax receivable                                                                 30,168
                                                                                     ------------
           Total current assets                                                         1,600,214

Property and equipment, net of accumulated depreciation of $907,341                       742,203
Goodwill, net of accumulated amortization of $98,670                                      541,352
Patents and trademarks, net of accumulated amortization of $117,399                       317,364
Other assets                                                                                5,271
Deferred income taxes, net                                                                 32,144
                                                                                     ------------
           Total assets                                                              $  3,238,548
                                                                                     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                                $    142,163
     Accrued payroll and vacation                                                          43,335
     Other accrued expenses                                                                 1,153
     Current portion of capital lease obligations                                          12,005
                                                                                     ------------
           Total current liabilities                                                      198,656

Capital lease obligations, less current portion                                            30,081
Other liabilities                                                                         265,842
                                                                                     ------------
           Total liabilities                                                              494,579
                                                                                     ------------

Commitments                                                                                     -

Shareholders' equity:
     Preferred Stock, no par value
        4,250,000 shares authorized
        No shares issued or outstanding                                                         -
     Series A Convertible Preferred Stock, no par value
        750,000 shares authorized
        500,000 shares issued and outstanding
        Liquidation preference $1,000,000                                                 804,435
     Common Stock, no par value
        20,000,000 shares authorized
        6,341,062 shares issued and outstanding                                        11,868,611
     Accumulated deficit                                                               (9,929,077)
                                                                                     ------------
           Total shareholders' equity                                                   2,743,969
                                                                                     ------------
           Total liabilities and shareholders' equity                                $  3,238,548
                                                                                     ============
</TABLE>



                              5
<PAGE>   2
                PLANET POLYMER TECHNOLOGIES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                 ---------------


<TABLE>
<CAPTION>
                                                      UNAUDITED
                                                    ----------------
                                                    ONE MONTH ENDED
                                                    JANUARY 31, 1999
                                                    ----------------
<S>                                                 <C>        
Sales                                                 $   177,947
Cost of sales                                             163,503
                                                      -----------
       Gross profit                                        14,444
                                                      -----------
Operating expenses:
    General and administrative                             68,125
    Marketing                                              15,828
    Research and development, net                          13,204
                                                      -----------
       Total operating expenses                            97,157
                                                      -----------
       Loss from operations                               (82,713)
Other income, net                                             828
                                                      -----------
       Loss before income taxes                           (81,885)
Income tax expense                                           (280)
                                                      -----------
       Net loss                                       $   (82,165)
                                                      ===========
       Loss per share (basic and diluted)             $     (0.01)
                                                      ===========
       Shares used in per share computation             5,986,223
                                                      ===========
</TABLE>



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