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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 7, 2002 (December 28, 2001)
Planet Polymer Technologies, Inc.
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:(858) 549-5130
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Item 2. Acquisition or disposition of Assets.
As previously disclosed on Form 8-K Item 2, filed with the Commission on January 10, 2002, Planet Polymer Technologies, Inc. (the “Company”) sold certain assets of the Company relating to its Metal Injection Molding (MIM) business, including intellectual property, technology, manufacturing equipment and raw materials and finished goods to Ryer Industries LLc (Ryer). In consideration of these assets, Ryer agreed to pay to the Company various cash payments in the amount of $328,157.17 through December 2002, plus a royalty of 6% on sales of custom feedstocks sold during the period January 1, 2002 and December 31, 2009. Additionally, Ryer has agreed to pay the Company a royalty on all tungsten carbide feedstock sales in the amount of $2.50 per net pound produced during the period July 1, 2002 and June 30, 2010, as well as enter into a Consulting Agreement with the Company on December 28, 2001, under which Ryer is to compensate the Company for consulting services related to the business and technology sold to Ryer. The aforesaid consideration was determined by mutual agreement of the parties. |
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) | Financial Statements of Business Acquired |
Not Applicable | |
(b) | Pro Forma Financial Information |
The following unaudited pro forma financial statements are filed with this report: |
Pro Forma Balance Sheet at September 30, 2001 | Page F-1 | ||
Pro Forma Statement of Operations for the nine months ended September 30, 2001 | Page F-2 | ||
Pro Forma Statement of Operations for the years ended December 31, 2000 | Page F-3 |
The unaudited pro forma balance sheet of Planet Polymer Technologies, Inc. (the “Company”) as of September 30, 2001 reflects the financial position of the Company assuming the disposition took place on September 30, 2001. The unaudited pro forma statement of operations for the nine months ended September 30, 2001 and for the year ended December 31, 2000 give effect to the disposition as if such disposition occurred on January 1, 2000 and are based on the operations of the Company for the nine months ended September 30, 2001 and for the year ended December 31, 2000. | |
The unaudited pro forma financial statements have been prepared by the Company based upon assumptions it deemed proper. The unaudited pro forma financial statements presented herein are shown for illustrative purposes only and are not necessarily indicative of the future financial position or future results of operations of the Company, or of the financial position or results of operations of the Company that would have actually occurred had the transaction been in effect as of the date or for the periods presented. In addition, it should be noted that the Company’s financial statements will reflect the disposition on December 28, 2001, the effective date. | |
The unaudited pro forma financial statements should be read in conjunction with the historical financial statements and related notes of the Company. | |
(c) | Exhibits |
The Company previously filed the Purchase and Sale Agreement, including the Consulting Agreement filed as Exhibit 2.1 with the Commission on January 10, 2002. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Planet Polymer Technologies, Inc. | ||||||||
Dated: March 7, 2002 | By: | /s/ Richard C. Bernier | ||||||
Richard C. Bernier Chief Executive Officer and President |
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PLANET POLYMER TECHNOLOGIES, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)
Pro Forma Adjustments | ||||||||||||||||||
As Reported | MIM(1) | Other | Pro Forma | |||||||||||||||
ASSETS | ||||||||||||||||||
Current assets: | ||||||||||||||||||
Cash and cash equivalents | $ | 295,862 | $ | — | $ | 61,657 | (2) | $ | 357,519 | |||||||||
Accounts receivable | 34,931 | (19,867 | ) | — | 15,064 | |||||||||||||
Note receivable | — | — | 256,370 | (3) | 256,370 | |||||||||||||
Inventories | 104,326 | (59,234 | ) | — | 45,092 | |||||||||||||
Prepaid expenses | 96,584 | (250 | ) | — | 96,334 | |||||||||||||
Total current assets | 531,703 | (79,351 | ) | 318,027 | 770,379 | |||||||||||||
Property and equipment, net | 160,762 | (104,639 | ) | — | 56,123 | |||||||||||||
Patents and trademarks, net | 373,443 | (46,926 | ) | — | 326,517 | |||||||||||||
Other assets | 6,605 | — | — | 6,605 | ||||||||||||||
Total assets | $ | 1,072,513 | $ | (230,916 | ) | $ | 318,027 | $ | 1,159,624 | |||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
Current liabilities: | ||||||||||||||||||
Accounts payable | $ | 114,952 | $ | (71,160 | ) | $ | — | $ | 43,792 | |||||||||
Accrued payroll and vacation | 28,344 | (3,438 | ) | — | 24,906 | |||||||||||||
Short-term debt | 42,629 | — | — | 42,629 | ||||||||||||||
Current portion of capital lease obligations | 10,397 | — | — | 10,397 | ||||||||||||||
Total current liabilities | 196,322 | (74,598 | ) | — | 121,724 | |||||||||||||
Capital lease obligations, less current portion | 832 | — | — | 832 | ||||||||||||||
Total liabilities | 197,154 | (74,598 | ) | — | 122,556 | |||||||||||||
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 No shares issued or outstanding | — | — | — | — | ||||||||||||||
Common Stock, no par value 20,000,000 shares authorized 9,237,618 shares issued and outstanding | 14,583,703 | — | — | 14,583,703 | ||||||||||||||
Accumulated deficit | (13,708,344 | ) | — | 161,709 | (4) | (13,546,635 | ) | |||||||||||
Total shareholders’ equity | 875,359 | — | 161,709 | 1,037,068 | ||||||||||||||
Total liabilities and shareholders’ equity | $ | 1,072,513 | $ | (74,598 | ) | $ | 161,709 | $ | 1,159,624 | |||||||||
(1) | To eliminate the assets and liabilities included in the balance sheet of Planet Polymer Technologies, Inc. as of September 30, 2001. | |
(2) | To reflect the $61,657 cash proceeds from the sale of MIM. | |
(3) | To reflect the $256,370 promissory note from the sale of MIM. | |
(4) | To reflect the gain on the sale of MIM as of September 30, 2001. |
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PLANET POLYMER TECHNOLOGIES, INC.
PRO FORMA STATEMENTS OF OPERATIONS
(UNAUDITED)
For the nine months ended September 30, 2001 | ||||||||||||||
As Reported | MIM (1) | Pro Forma | ||||||||||||
Sales | $ | 312,892 | $ | (207,126 | ) | $ | 105,766 | |||||||
Operating expenses: | ||||||||||||||
Cost of sales | 249,026 | (136,397 | ) | 112,629 | ||||||||||
General and administrative | 622,106 | (379 | ) | 621,727 | ||||||||||
Marketing | 189,123 | (43,792 | ) | 145,331 | ||||||||||
Research and development | 283,392 | (1,108 | ) | 282,284 | ||||||||||
Total operating expenses | 1,343,647 | (181,676 | ) | 1,161,971 | ||||||||||
Income (loss) from operations | (1,030,755 | ) | 25,450 | (1,056,205 | ) | |||||||||
Other income, net | 16,230 | — | 16,230 | |||||||||||
Income (loss) before income taxes | (1,014,525 | ) | 25,450 | (1,039,975 | ) | |||||||||
Income tax expense | (800 | ) | — | (800 | ) | |||||||||
Net income (loss) | (1,015,325 | ) | 25,450 | (1,040,775 | ) | |||||||||
Preferred Stock dividends | (10,450 | ) | — | (10,450 | ) | |||||||||
Net income (loss) applicable to common shareholders | $ | (1,025,775 | ) | $ | 25,450 | $ | (1,051,225 | ) | ||||||
Loss per share applicable to common shareholders (basic and diluted) | $ | (0.11 | ) | $ | (0.12 | ) | ||||||||
Shares used in per share computations | 9,021,367 | 9,021,367 | ||||||||||||
(1) | To eliminate the results of operations of MIM for the entire period. |
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PLANET POLYMER TECHNOLOGIES, INC.
PRO FORMA STATEMENTS OF OPERATIONS
(UNAUDITED)
For the year ended December 31, 2000 | ||||||||||||||
As Reported | MIM(1) | Pro Forma | ||||||||||||
Sales | $ | 668,328 | $ | (68,181 | ) | $ | 600,147 | |||||||
Operating expenses: | ||||||||||||||
Cost of sales | 539,033 | (67,833 | ) | 471,201 | ||||||||||
General and administrative | 952,585 | (38,132 | ) | 914,453 | ||||||||||
Marketing | 259,226 | (98,074 | ) | 161,152 | ||||||||||
Research and development | 298,469 | (2,550 | ) | 295,919 | ||||||||||
Total operating expenses | 2,049,313 | (206,589 | ) | 1,842,724 | ||||||||||
Income (loss) from operations | (1,380,985 | ) | (138,408 | ) | (1,242,577 | ) | ||||||||
Other income, net | 207,555 | — | 207,555 | |||||||||||
Income (loss) before income taxes | (1,173,430 | ) | (138,408 | ) | (1,035,022 | ) | ||||||||
Income tax benefit (expense) | (800 | ) | — | (800 | ) | |||||||||
Net income (loss) | (1,174,230 | ) | (138,408 | ) | (1,035,822 | ) | ||||||||
Preferred Stock dividends | (40,869 | ) | — | (40,869 | ) | |||||||||
Net income (loss) applicable to common shareholders | $ | (1,215,099 | ) | $ | (138,408 | ) | $ | (1,076,691 | ) | |||||
Loss per share (basic and diluted) | $ | (0.16 | ) | $ | (0.14 | ) | ||||||||
Shares used in per share computations | 7,641,123 | 7,641,123 | ||||||||||||
(1) | To eliminate the results of operations of MIM for the entire period. |
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