UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
Planet Polymer Technologies, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
727044109
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(CUSIP Number)
Peter J. O'Neill
c/o Agway Inc.
P.O. Box 4933
Syracuse, New York 13221-4933
315-449-6568
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 23, 2003
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box .
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Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 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).
SCHEDULE 13D/A
CUSIP No. 727044109
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Agway Inc.
(I.R.S. Identification No. 15-0277720)
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(2) CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (a) | |
(b) | |
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING
IS REQUIRED PURSUANT TO 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER 0 shares
SHARES -----------------------------
BENEFICIALLY (8) SHARED VOTING POWER 0 shares
OWNED BY -----------------------------
EACH (9) SOLE DISPOSITIVE POWER 0 shares
REPORTING -----------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER 0 shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
0 shares
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
0%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1. Security and Issuer. This Schedule relates to the Common Stock, no par
value, of Planet Polymer Technologies, Inc. The Issuer's principal executive
offices are located at 9985 Businesspark Avenue, Suite A, San Diego, CA 92131.
Item 2. Identity and Background.
(a) This Schedule was originally filed on behalf of Agway Inc., a Delaware
corporation ("Agway") and two of its wholly owned subsidiaries, Agway Financial
Corporation, a Delaware corporation and wholly owned subsidiary of Agway ("AFC")
and Agway Holdings Inc., a Delaware corporation and wholly owned subsidiary of
AFC ("AHI"). Effective July 1, 2001, the Agway corporate structure was
simplified by merging AFC and AHI into Agway. Agway assumed all the assets and
liabilities of AFC and AHI, including the securities to which this report
relates. Agway is hereinafter referred to as the "Reporting Person." Information
required by items 2 through 6 of this Schedule is also being provided regarding
the directors and executive officers of Agway Inc. (the "Individuals").
(b) The principal office and business address of the Reporting Person is c/o
Agway Inc., 333 Butternut Drive, DeWitt, NY 13214.
(c) Agway is an agricultural cooperative directly engaged in manufacturing,
processing, marketing and direct distribution of various animal feeds and
services for its farmer-members and other customers, primarily in the
northeastern United States. In addition, Agway is involved in fresh produce
repacking operations, the exploration and development of new technologies to
benefit agricultural and food businesses; the sale and delivery of fuel oil,
kerosene, propane, gasoline and diesel fuel; the marketing and servicing of
heating, ventilation, and air-conditioning equipment and marketing of natural
gas and electricity, where deregulation makes that possible.
The names and certain information regarding the directors and executive officers
of Agway are set forth in Exhibit G.
(d) N/A
(e) N/A
(f) Agway is a Delaware corporation. The Individuals are all United States
citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The securities were originally purchased (i) in the case of the acquisition by
AHI of the securities covered by this Schedule 13D/A, by an advance to AHI of
the aggregate purchase price from the available cash assets of AFC and (ii) in
the case of individuals (see Item 5), from personal cash assets. (See Item 2,
Paragraph (a), for description of change in legal structure).
Item 4. Purpose of the Transaction.
The purpose of filing this Form 13-D/A is to reflect that Agway Inc.'s ownership
interest in Planet Polymer has dropped to 0% effective with the transaction
described below. As such, Agway will not file any additional amendments to Form
13-D until and unless Agway's direct or indirect beneficial ownership interest
in Planet Polymer exceeds 5%.
Agway entered into a Sale and Licensing Agreement for certain technology in
connection with animal feed, fertilizer and related products effective as of
March 31, 2003 with PLANET POLYMER TECHNOLOGIES, INC.("Planet"). This Agreement
is one of the "sale agreements" contemplated by a Letter Agreement for the sale,
assignment and transfer of certain of the Patent Rights by Planet to Agway.
Specifically, this Agreement addresses the sale, assignment and transfer of the
Animal Feed Patent Rights; licenses to Agway certain technology and "know-how"
of Planet related to the use of certain of the Patent Rights in connection with
animal feed and fertilizer products and related products in Agway's field of
business; defines the royalty rights in favor of Planet; confirms the
"license-back" to Planet by Agway of the right to use certain of the Patent
Rights in connection with products outside of Agway's Field of Business; and
includes related terms and conditions.
As partial consideration for Planet's execution of this Agreement Agway agreed
to assign and transfer to Planet 3,000,000 shares of capital stock of Planet
representing all of the capital stock of Planet directly or indirectly owned by
Agway (the "Planet Shares") by delivering to Planet the share certificates
representing such shares together with an Assignment Separate From Certificate.
The Planet Shares are delivered to Planet free and clear of all liens and
encumbrances.
Item 5. Interest in Securities of the Issuer.
See pps. 2-3 of this Schedule, setting forth the aggregate number and percentage
of the Securities beneficially owned by the Reporting Person, the number of
shares as to which there is sole or shared power to vote, or to direct the vote,
and sole or shared power to dispose or to direct the disposition. See Exhibit G
of this Schedule, setting forth the aggregate number and percentage of the
Securities beneficially owned by each of the Individuals listed therein, the
number of shares as to which there is sole or shared power to vote, or to direct
the vote, and sole or shared power to dispose or to direct the disposition. The
Company does not have beneficial ownership of the securities owned by each of
the Individuals listed therein and specifically disclaims such beneficial
ownership. The information in Exhibit G of this Schedule summarizes the
information provided to Agway by these Individuals.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Items 4 and 7.
Item 7. Materials to be Filed as Exhibits:
Exhibit G - Information Regarding Directors and Executive Officers of Agway Inc.
Exhibit H - Sale and Licensing Agreement (For Certain Technology In Connection
with Animal Feed, Fertilizer, and Related Products) between Agway and Planet.
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.
April 25, 2003
/s/ Peter J. O'Neill
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Agway Inc.
by: Peter J. O'Neill
Senior Vice President
Finance & Control