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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 11, 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
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ITEM 1. CHANGES IN CONTROL OF THE COMPANY.
On November 12, 1998, Planet Polymer Technologies, Inc. (the "Company")
entered into a Stock Purchase Agreement (the "Agreement") with Agway Holdings,
Inc., a Delaware corporation ("Agway") whereby Agway agreed to purchase,
following the satisfaction of certain conditions, 1,000,000 shares of the
Company's Common Stock ("the Shares") at a price of $1.00 per share for an
aggregate purchase price of $1,000,000. On January 6, 1999, the Company's
shareholders approved, among other things, the issuance of the Shares to Agway.
On January 11, 1999 (the "Closing Date"), Agway purchased the Shares, pursuant
to the Agreement. As of the Closing Date, Agway owned approximately 14.43% of
the issued and outstanding shares of the Company's Common Stock (including
shares of the Company's Series A Stock on an as converted basis) and
approximately 12.01% of the issued and outstanding shares of the Company's
Common Stock (including shares of the Company's Series A Stock on an as
converted basis and assuming the exercise of all issued and outstanding options
and warrants other than the warrant issued to Agway as described below).
On the Closing Date, the Company also issued to Agway a warrant to
purchase an aggregate of up to an additional 2,000,000 shares of its Common
Stock at an exercise price of $1.00 per share (collectively, the "Warrant"), for
an aggregate purchase price of $2,000,000 if exercised in full. Based on the
Company's capitalization as of the Closing Date, if Agway were to exercise the
Warrant in full, Agway would own approximately 33.60% of the issued and
outstanding shares of Common Stock (including shares of Series A Stock on an as
converted basis) and approximately 28.75% of the issued and outstanding shares
of Common Stock (including shares of Series A Stock on an as converted basis and
assuming the exercise of all issued and outstanding options and other warrants).
The Securities and Exchange Commission may deem the issuance of the
Shares and the Warrant to Agway to be a change of control of the Company. As of
the Closing Date, Agway will be able to vote equally with the other shareholders
of the Company on all matters voted upon by shareholders and may cumulate votes
for the election of directors. Accordingly, Agway will be able to effectively
exercise a certain level of influence, as the Company's largest shareholder,
over the Company's Board of Directors (the "Board") and management. If Agway
were to exercise the Warrant in full and cumulate its votes for the election of
directors at the next Annual Meeting of Shareholders, Agway would be able to
elect up to two (2) directors to the Board (assuming that the authorized number
of directors is 5 and based on the number of shares of Common Stock outstanding
on the Closing Date).
The Company anticipates that one director will be nominated as a
representative of Agway for election to the Company's Board of Directors at the
1999 Annual Meeting of Shareholders, and for re-election to the Board of
Directors on each proxy statement filed for each subsequent meeting of the
shareholders as his term expires.
Reference is made to the Company's Proxy Statement dated as of December
14, 1998 filed with the Securities and Exchange Commission (the "Commission")
for additional information with respect to the transaction.
2.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of January 11, 1999 by: (i) each
executive officer and director; (ii) all executive officers and directors of the
Company as a group; and (iii) all those known by the Company to be beneficial
owners of more than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
PERCENTAGE OF
TITLE OF CLASS BENEFICIAL OWNER NUMBER OF SHARES(1) CLASS OWNED(2)
- -------------- ---------------- ------------------- --------------
<S> <C> <C> <C>
Common Agway Holdings, Inc.(3) 3,000,000 35.97%
P.O. Box 4933
Syracuse, NY 13221
Common Special Situations Private Equity Fund, 1,093,434 14.79%
L.P.(4)
153 East 53rd Street, 51st Floor
New York, NY 10022
Common Robert J. Petcavich, Ph.D.(5) 693,206 10.77%
9985 Businesspark Avenue, Suite A
San Diego, CA 92131
Common Brian To(6) 646,111 9.98%
Tarrenz, Inc.
201 Harrison St., #607
San Francisco, CA 94105
Common Rebecca A. Petcavich(7) 571,993 8.99%
6832 Town View Lane
San Diego, CA 92120
Common H.M. Busby(8) 242,592 3.82%
Common Thomas M. Connelly(9) 28,700 *
Common Michael M. Coleman, Ph.D.(10) 16,200 *
Common Thomas A. Landshof(11) 9,000 *
Common All executive officers and directors as 989,698 15.25%
a group(12)
Series A Special Situations Private Equity Fund, L.P. 500,000 100.00%
Preferred 153 East 53rd Street, 51st Floor
New York, NY 10022
</TABLE>
- ----------
* Less than one percent.
(1) This table is based upon information supplied by officers and directors
and with respect to the principal shareholders, information supplied by
the Company's transfer agent Oxford Transfer & Registrar and Schedules
13D and 13G filed with the Securities and Exchange Commission (the
"SEC"). Unless otherwise indicated in the footnotes to this table and
subject to community property laws where applicable, the Company
believes that each of the shareholders named in this table has sole
voting and investment power with respect to the shares indicated as
beneficially owned.
(2) Percentage ownership of Common Stock is based upon 6,341,062 shares
outstanding on January 11, 1999, and any shares issuable pursuant to
securities convertible into or exercisable for shares of Common Stock
by the person or group in question on January 11, 1999 or within 60
days thereafter. Percentage of Series A
3.
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Convertible Preferred Stock is based upon 500,000 shares of Series A
Convertible Preferred Stock outstanding as of January 11, 1999.
(3) Includes 2,000,000 shares of Common Stock issuable upon exercise of a
warrant within 60 days of January 11, 1999. Agway Holdings, Inc. is an
indirect wholly-owned subsidiary of Agway, Inc.
(4) Includes 588,235 shares of Common Stock issuable upon conversion of the
500,000 shares of Series A Convertible Preferred Stock and 462,444
shares issuable upon exercise of a warrant within 60 days of January
11, 1999.
(5) Includes 93,607 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999.
(6) Includes 66,137 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999. Also
included are 66,120 shares of Common Stock issuable upon exercise of
options that are exercisable by Tarrenz, Inc. within 60 days of January
11, 1999, and 72,124 shares held in the name of Tarrenz, Inc. Mr. To is
the Managing Director and a principal shareholder of Tarrenz, Inc.
(7) Includes 21,694 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999.
(8) Includes 12,200 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999.
(9) Includes 2,000 shares held by Mr. Connelly's wife and 22,200 shares of
Common Stock issuable upon exercise of options that are exercisable
within 60 days of January 11, 1999.
(10) Includes 12,200 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999.
(11) Includes 9,000 shares of Common Stock issuable upon exercise of options
that are exercisable within 60 days of January 11, 1999.
(12) Includes 149,207 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of January 11, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
99.1 Stock Purchase Agreement dated as of November 12,
1998, between Planet Polymer Technologies, Inc. and
Agway Holdings, Inc., which was filed as Annex A to
the Company's Definitive Proxy Statement dated as of
December 14, 1998 filed with the Commission pursuant
to Regulation 14A, is incorporated herein by
reference.
99.2 News Release dated January 12, 1999.
4.
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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: January 25, 1999 By:/s/ Robert J. Petcavich
-------------------------------------
Robert J. Petcavich
Chairman, Chief Executive Officer and
Secretary
5.
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INDEX TO EXHIBITS
99.1 Stock Purchase Agreement dated as of November 12, 1998,
between Planet Polymer Technologies, Inc. and Agway Holdings,
Inc., which was filed as Annex A to the Company's Definitive
Proxy Statement dated as of December 14, 1998 filed with the
Commission pursuant to Regulation 14A, is incorporated herein
by reference.
99.2 News Release dated January 12, 1999.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contact:
Joyce Fox
619-549-5130
PLANET POLYMER TECHNOLOGIES, INC. ANNOUNCES SHAREHOLDER APPROVAL OF
AGWAY'S PURCHASE OF PLANET'S COMMON STOCK AND THE COMPLETION OF THE TRANSACTION
San Diego, CA -- January 12, 1999 -- Planet Polymer Technologies, Inc.,
("Planet") a specialty chemical company, (NASDAQ: POLY), announced today that
Agway, Inc.'s purchase of 1,000,000 shares of Planet's common stock for
$1,000,000 has been completed. Shareholders approved the transaction on January
6, 1999.
According to Robert J. Petcavich, Ph.D., "we are looking forward to a successful
long term relationship and this is a major step forward towards commercializing
Planet's polymer technologies."
Dennis LaHood, President of the Country Products Group of Agway, Inc. said, "we
continue to believe that there are a number of potential applications for
Planet's technology in food and agriculture sectors and we look forward to
working with Dr. Petcavich and the Planet team."
Planet Polymer Technologies, Inc. is a specialty chemical company that designs,
develops, manufactures, and markets degradable and recycled polymer materials.
The Company's proprietary polymer materials, which are marketed under the
trademarks EnviroPlastic(R), Aquadro(TM) and AQUAMIM(TM), can be used to produce
films, coatings, and injection molded parts that serve as environmental
compatible alternatives to conventional engineered plastics.
Agway, Inc., headquartered in Syracuse, NY, is a 1.6 billion dollar agricultural
cooperative owned by 75,000 farmers-members. Agway's Country Products Group is
involved in fresh produce distribution, sunflower processing, specialty pastry
flour, dry edible beans, and pet food. Agway's other businesses include
agricultural supplies, energy products, yard and garden products, lease
financing, and insurance.
Except for the historical information contained herein, this news release
contains forward-looking statements which involve risks and uncertainties,
including the risk that the Company and Agway Inc. will be unable to develop any
products, the risk of acceptance and pricing of new products, as well as the
other risks detailed from time to time in Planet Polymer's SEC reports including
the report on Form 10-KSB for the year ended December, 1997.
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