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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLANET POLYMER TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
California 33-0502606
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9985 Businesspark Avenue
San Diego, California 92131
(858) 549-5130
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
Robert J. Petcavich, Ph.D.
Chairman of the Board, President and Chief Executive Officer
PLANET POLYMER TECHNOLOGIES, INC.
9985 Businesspark Avenue
San Diego, California 92131
(858) 549-5130
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copies to:
Robert W. Blanchard, Esq.
Jason E. Baker, Esq.
BLANCHARD KRASNER & FRENCH
800 Silverado Street, Second Floor
La Jolla, California 92037
(858) 551-2440
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no 500,000 $2.3125 $1,156,250 $305.25
par value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. The price per share and aggregate offering for shares
issuable under the Plan are calculated on the basis of the average of the high
and low sales price of Registrant's Common Stock on May 30, 2000, as reported on
the NASDAQ Small Cap Stock Market.
INSTRUCTION
This Registration Statement on Form S-8 is filed by Planet Polymer
Technologies, Inc., a California corporation (the "Registrant") relating to
500,000 shares of registered Common Stock, issuable to eligible persons under
the 2000 Stock Incentive Plan (the "Plan").
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS.
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to note to
Part 1 on Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to note to
Part 1 on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference and made a
part hereof:
(a) The Form 10-KSB filed by the Registrant with the Commission on March
30, 2000, as amended through the date hereof (the "Form 10KSB") for the fiscal
year ended December 31, 1999;
(b) The Form 10-QSB filed by Registrant with the Commission on May 15,
2000 for the period ended March 31, 2000; and
(c) All reports and other documents filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement, and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing such documents.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except so modified or superseded, to constitute a part of
this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles of Incorporation ("Articles") include
provisions to eliminate the personal liability of its directors to the fullest
extent permitted by Section 204(a)(10) under the General Corporation Law of
California (the "California Law"). The Registrant's Articles also include
provisions that authorize the Registrant to indemnify its directors and officers
to the fullest extent permitted by Sections 204 and 317 of the California Law.
The Registrant's Bylaws also provide the Registrant with the authority to
indemnify its other officers, employees and other agents as set forth in the
California Law.
Pursuant to Sections 204 and 317 of the California Law, a corporation
generally has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with any
suit to which they are, or are threatened to be made, a party by reason of their
serving is such positions so long as they acted in good faith and in a manner
they reasonably believed to be in the best interests of the corporation, and
with respect to a manner they reasonably believed to be in the best interests of
the corporation, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was unlawful. A corporation may not eliminate
liability: (i) for acts or omissions involving intentional misconduct or knowing
and culpable violations of law; (ii) for acts or omissions that the individual
believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
individual; (iii) for any transaction from which the individual derived an
improper personal benefit; (iv) for acts or omissions involving a reckless
disregard for the individual's duty to the corporation or its shareholders when
the individual was aware or should have been aware of a risk of serious injury
to the corporation or its shareholders; (v) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to any abdication of
the individual's duty to the corporation or its shareholders; or (vii) for
improper distribution to shareholders and loans to directors and officers. Also,
a corporation may not eliminate liability for any act or omission occurring
prior to the date on which the corporation authorizes indemnification of its
directors, officers, employees and agents.
The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provides such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the
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Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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4.1 Registrant's Restated Articles of Incorporation.
4.2 Registrant's Restated Bylaws.
5.1 Opinion of Blanchard Krasner & French.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blanchard Krasner & French. Reference is made
to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5.
99.1 2000 Stock Incentive Plan (the "Plan").
99.2 Form of Incentive Stock Option Agreement under the Plan.
99.3 Form of Non-Statutory Stock Option Agreement under the
Plan.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section (d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on May 30, 2000.
PLANET POLYMER TECHNOLOGIES, INC.
By: /s/ Robert J. Petcavich
------------------------------------
ROBERT J. PETCAVICH, PH.D., Chairman
of the Board and Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints ROBERT J. PETCAVICH, Ph.D., his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE DATE
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/s/ Robert J. Petcavich May 30, 2000
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ROBERT J. PETCAVICH, PH.D,
Chairman of the Board and Chief
Executive Officer of the Company
/s/ H.M. Busby May 30, 2000
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H. M. BUSBY, Director
/s/ Michael M. Coleman May 30, 2000
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MICHAEL M. COLEMAN, PH.D.,
Director
/s/ Dennis LaHood May 30, 2000
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DENNIS J. LAHOOD, Director
/S/ Thomas A. Landshof May 30, 2000
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THOMAS A. LANDSHOF, Director
/s/ Peter J. O'Neill May 30, 2000
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PETER J. O'NEILL, Director
/S/ Ronald B. Sunderland May 30, 2000
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RONALD B. SUNDERLAND, Director
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1* Registrant's Restated Articles of Incorporation.
4.2* Registrant's Restated Bylaws.
4.3* Specimen Stock Certificate
5.1 Opinion of Blanchard Krasner & French.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Blanchard Krasner & French.
Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 5.
99.1 2000 Stock Incentive Plan (the "Plan").
99.2 Form of Stock Option Agreement under the Plan.
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* Filed as an exhibit to the Registration Statement on Form SB-2 (No.
33-91984-LA) filed by the Registrant on May 5, 1995, as amended through the
date hereof, and incorporated herein by reference.
