Mail Stop 6010
May 26, 2005
Scott L. Glenn
Chief Executive Officer and President
Planet Technologies, Inc.
6835 Flanders Drive, Suite 100
San Diego, California 92121
Re: Planet Technologies, Inc.
Preliminary Schedule 14A
Filed April 29, 2005
File No. 0-26804
Form 10-KSB for the year ended December 31, 2004
File No. 0-26804
Dear Mr. Glenn:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Preliminary Schedule 14A
General
1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples only and not intended as
exhaustive lists. If our comments are applicable to portions of
your
filing that we have not cited as examples, please make the
appropriate changes in accordance with our comments.
2. In addition, please note that you are required to file with the
Commission any written instructions, scripts, and outlines that
will
be used by any person that solicits proxies on behalf of the
Company
through personal interview, telephone, or telegram, and all other
soliciting material that will be furnished to Planet Technologies
shareholders. See Rules 14a-6(b) and (c) of the Exchange Act of
1934.
3. Please revise to indicate that the proxy statement and the form
of
proxy are preliminary copies. Refer to Rule 14a-6(e)(1).
4. Please identify on the last page of the proxy statement the
information that you have incorporated by reference, as required
pursuant to Item 13(c)(2) of Schedule 14A.
5. Please update the financial statements and other financial
information in the Proxy as required by Rule 310(g) of Regulation
S-
B. This requires that you provide additional financial
information
as of and for the period ended March 31, 2005, including your
report
on Form 10-QSB for that period.
6. Throughout the document, you occasionally mention the Asset
Purchase Agreement or state that you are purchasing some of the
assets and liabilities of ACP. It appears that these are intended
to
be references to the merger agreement and the merger. Is this is
so,
please revise. If it is not, please advise us as to what asset
purchase you are referring.
7. We note that in Article 6.03 of the merger agreement, Planet
agrees to prepare and file a registration statement in connection
with the issuance of Planet common stock in the merger. We note
that
the terms of this covenant are not discussed in the preliminary
proxy
statement. Is your intention to register the sale of common stock
from Planet to the ACP shareholder in connection with the merger?
Please revise or advise.
Notice of Annual Meeting of Shareholders
8. Please disclose the deadline for returning proxies in the
bolded
legend at the bottom of the Notice, as well as in an appropriate
location in your Question and Answer section.
Summary Term Sheet, pages iv-vi
9. In the summary of Proposal 1 on page iv, please add a heading
entitled "Accounting Treatment," and state how you will account
for
the transaction and which party to the transaction will be deemed
the
acquiror for accounting purposes. Also, add similar disclosure in
the more detailed discussion of the merger agreement, and as part
of
that disclosure, explain the ramifications of the accounting
treatment and accounting acquiror determination.
10. In your summary of page Proposal 2 on page v and in the body
of
the proxy statement on page 23, you state that the shares
represented by executed proxies will vote for the election of the
nominees, "subject to the discretionary power to cumulate votes."
Similarly, on page 1, under the caption "Voting Rights and
Outstanding Shares," you state that the shareholders will grant
the
proxy holders discretionary authority to cumulate votes unless the
proxy holders are otherwise instructed. This suggests that proxy
holders may, at their choosing, decide to cast the proxy granter`s
votes for directors in whatever proportion the proxy holders
determine.
While the ability of shareholders to cumulate their votes for
director nominees is commonplace, we note that you are granting
proxy
holders the discretionary authority to cumulate votes, and that
such
discretionary authority is the default rule unless shareholders
instruct otherwise. Please confirm supplementally and provide
reasoning which supports your apparent conclusion that California
corporate law allows this grant of discretionary authority over
cumulative voting. In addition, please make clear in your
disclosure
on pages v, 1, 23, and elsewhere as appropriate, that shareholders
are conferring this right upon the proxy holders and explain that,
unless instructed otherwise, proxy holders may allocate their
cumulated votes for the director nominees in whatever proportion
they
choose, name the proxy holders as part of this disclosure and
state
their intentions as to voting such proxies.
11. In addition, your proxy card should indicate that
discretionary
authority to cumulate votes for director is being granted to the
proxy holder.
12. In the summary of Proposal 3, please disclose the aggregate
number of shares you expect to award under the 2000 Plan in
connection with the merger. Also, in the discussion of the
proposal
on page 32, expand the disclosure to include all of the
information
required by Items 10(a) and 10(b) of Schedule 14A, including the
table, if applicable, and disclose the terms of any specific
awards
you will make to ACP personnel in connection with the merger.
13. It appears that under Mr. Steube`s employment agreement, he is
entitled to receive options to purchase at least 100,000 shares of
common stock under the 2000 Plan. If Proposal 3 does not pass,
will
you be able to grant these options? Expand the disclosure to
discuss
this and the interdependence of this Proposal 3 and Proposal 1, if
any.
Introduction, pages 1-2
Voting Rights and Outstanding Shares, page 1
14. You state that abstentions will have the same effect as
negative
votes. While this appears to be true as to Proposal 1, it may not
be
true as to Proposals 3 and 4. Please revise or advise.
Dissenters` Rights, page 2
15. We note that you have included identical disclosure on pages 2
and 6 with respect to dissenters` rights of appraisal. This
redundancy is unnecessary and should be eliminated. Furthermore,
Item 3 of Schedule 14A requires that you indicate any statutory
procedure required to be followed by dissenting security holders
in
order to perfect rights of appraisal. Your disclosure that
shareholders must notify the Company of their intent to dissent
within 30 days of the date the notice of approval is mailed is
inadequate for this purpose. Please revise to summarize the
procedural steps shareholders must take to perfect their rights of
appraisal. Also, you should provide a more detailed, step-by-step
explanation of what shareholders must do to successfully exercise
their dissenters` rights in accordance with the provisions of the
statute.
16. In addition, you must indicate, in accordance with Instruction
1
of Item 3, whether a shareholder`s failure to vote against a
proposal
will constitute a waiver of appraisal rights.
Statements Regarding Forward Looking Information, page 3
17. You state that shareholders "should consider carefully the
statements under `Risk Factors` in the other documents filed with
the
SEC..." You cannot incorporate information in risk factors from
any
SEC filings except those you furnish to shareholders along with
the
proxy statement. See Item 13(b) and 13(c) of Schedule 14A.
Therefore, you should revise this statement accordingly.
Proposal 1 - The Merger, pages 3-23
18. Pursuant to Instruction 7(b)(5) of Item 14, please provide a
statement as to whether any federal or state regulatory
requirements
must be complied with or approval must be obtained in connection
with
the merger transactions and, if so, the status of the compliance
or
approval.
19. It does not appear that the Company obtained a fairness
opinion
or appraisal relating to the merger transactions. If such is the
case, please provide a statement to such effect in this section of
the proxy statement and consider whether the lack of such an
opinion
should be included among the risk factors related to the merger
transaction. If, on the contrary, the Company received such a
report, opinion or appraisal, please provide the disclosure
required
by Instruction 7(b)(6) of Item 14.
20. Along with your next amendment, please provide us with copies
of
all exhibits and appendices to the Agreement and Plan of Merger
with
ACP.
21. Please relocate the section entitled "Questions and Answers
About
the Merger" on pages 18-20 and "Risk Factors Associated with the
Merger" on pages 20-23 so that these two sections immediately
follow
the Introduction on pages 1-2.
22. In addition, please combine the section of risk factors
related
specifically to ACP
(page 12) with the risk factors related to the merger, so that
there
is only a single risk factors section in the proxy statement.
Consider grouping risks related to the merger under one sub-
section
and risks related to the combined company under another. As a
result, we expect that your disclosure of risks concerning the
business of the combined company will be a mixture of risks
related
to the business of ACP (from the proxy statement) and risks
related
to the business of Planet Technologies (as disclosed in your 2004
10-
KSB). In this regard, please eliminate any redundancies in the
risk
factors that may occur as a result of this merger of risk factors.
23. Please quantify the aggregate amount of indebtedness Mr.
Dawson
will forgive in exchange for the $1.5 million payment. We note
that
the pro forma financial statements indicate there is over $4.0
million of debt due to "selling shareholders." Also, state how
much
debt, if any, the combined company will have to Mr. Dawson after
the
merger.
Reasons for the Merger, pages 4-5
24. Please note that an itemization of the factors considered by
the
board of Planet Technologies in approving the Agreement and Plan
of
Merger is inadequate. Please expand the disclosure to discuss
each
itemized factor in reasonable detail so that the reader
understands
the board`s thought process. By way of example only, "Information
concerning the Company`s and ACP`s respective businesses,
prospects,
business plans, financial performance and condition, results of
operations, technology and competitive positions," (page 4) and
"The
current financial market condition and historical stock market
prices, volatility and trading information," (page 4) are not
sufficient descriptions and merely prompt more questions.
Substantially more detail is necessary throughout this section.
Each
of the material reasons for the board`s decision, both positive
and
negative, should be expanded so that the reader understands the
nature of the factors considered, the board`s conclusions and
observations about such factors, and how such information
influenced
the board`s deliberations. As another example, the bullet point,
"the compatibility of the Company`s business with that of ACP`s
business," indicates only that the board considered issues of
compatibility. To be meaningful for shareholders, the bullet
point
should also discuss what conclusions the board reached about the
two
companies` compatibility and how that weighed in favor of
approving
the merger.
25. Please be advised that you must disclose all material,
negative
factors considered by the board. Your disclosure, as currently
written, suggests that there were other potentially negative
factors
that were considered by the board, but that are not listed.
Please
revise accordingly.
Background and Negotiations Related to the Merger, page 5
26. You should expand this discussion to provide more detail
regarding the contacts, negotiations and meetings that led to the
merger agreement. Much detail appears to be absent from this
section. For instance, as a example, you mention on page 4 that
one
of the items the board considered was "[t]he due diligence
investigation conducted by the Company`s management." You do not
mention any such diligence activity in this background subsection.
Please revise substantially to provide more detail and discuss any
omitted contacts, negotiations and other relevant activity.
27. Please provide us supplementally with copies of any non-public
information - documents, financial forecasts, projections and
presentations - used by or on behalf of Planet Technologies in the
merger negotiations. We may have additional comments.
28. Please elaborate on the findings that emerged from the
Company`s
industry analysis and which led it to consider ACP as a prime
candidate for acquisition. Describe the characteristics of ACP
that
were deemed to support a merger with Planet Technologies. If any
other companies were seriously considered, explain why they were
ultimately rejected in favor of ACP.
29. Please identify the Planet Technologies board members and
executive officers who were present at each of the meetings
described.
30. Your description of the meetings is quite vague. In
accordance
with the requirements of Instruction 7(b)(7) of Item 14 of
Schedule
14A and Item 1005(b) of Regulation M-A, you should describe in
greater detail the nature and substance of the deliberations
conducted at the various meetings from January 2004 through March
7,
2005. For example, when you mention that the board engaged in
"some
discussion" at the March 7 meeting before assenting to the merger
(page 5), you should elaborate on the specifics of this
discussion.
The disclosure should provide shareholders with an understanding
of
how, when and why the terms of the proposed transaction evolved
during the course of the board`s deliberations in the period
beginning in January 2004 and ending with the execution of the
Agreement and Plan of Merger. Broad generalizations about topics
covered during these meetings are not sufficient.
31. Please describe in reasonable detail how the consideration of
600,000 shares of Planet Technologies common stock and $1.5
million
in cash were determined and negotiated.
Completion of the Merger, pages 5-6
32. Please briefly describe the nature of the obligations ACP owes
to
Mr. Dawson, for which the Company proposes to pay $1.5 million.
Agreement and Plan of Merger, pages 6-8
33. Please remove your statement in the second sentence of the
first
paragraph that the summary "does not purport to be complete."
While
the summary by definition should not contain all of the detailed
information found in the Agreement and Plan of Merger, it should
nevertheless be a complete summary of the most important
information.
Along these lines, it is not appropriate to limit the summary to
some
of the material terms of the Agreement and Plan of Merger. Please
revise the disclosure as necessary to include all material
information.
Representations and Warranties, page 7
34. Your inclusion of a summary of the representations and
warranties
of the parties to the Agreement and Plan of Merger indicates your
conclusion that this is material information to shareholders.
Accordingly, you should revise to describe these in slightly more
detail to enable shareholders to understand the gist of the
provisions listed. For example, the fragments "ACP compliance
with
laws," and "financial reports and SEC documents," customary though
they may be in agreements of this sort, are not terribly
meaningful
disclosure.
Recent Sales of Unregistered Securities, page 9
35. Pursuant to Item 701 of Regulation S-K, please name the
investors
or identify the class of investors to whom the securities were
sold
and briefly state the facts relied upon to make the Section 4(2)
exemption available.
ACP`s Business, pages 10-12
36. In accordance with Instruction 7(c)(2) of Item 14 of Schedule
14A, Part C of Form S-4 and Item 101 of Regulation S-B, please
include approporiate disclosure concerning the seasonality of
ACP`s
business, competitive conditions and the regulatory environment.
Customers of ACP, page 11
37. On page 11, you state that ACP receives customer orders from
patients of more than 5,000 physicians. First, describe the
distribution agreements you have with these physicians, quantify
any
revenue sharing arrangements, etc. Also, for each respective
sales channel, state as a percentage of total sales for 2004
sales derived from that channel.
38. To the extent that any of ACP`s customers account for 10% or
more
of its revenues, please specifically identify such. Similarly,
if
any of the physicians through which ACP markets its products
account for a significant portion of ACP`s customers, please name
them.
Suppliers of ACP, page 11
39. Please disclose whether ACP has written supply agreements with
Precision Fabrics Group and Shawmut Mills. If so, and these
agreements are material to ACP`s business, please describe the
material terms of these contracts.
40. Please disclose the extent to which:
* any of the critical materials supplied by third parties are not
readily obtainable from alternate vendors; and
* these materials are supplied pursuant to long-term contracts.
41. Since ACP purchases raw materials for manufacturing, it
appears
it may engage in manufacturing activity. If it does, describe
that activity.
42. As to your disclosure concerning the employees of ACP,
formulate
meaningfully titled employee functional categories, such as sales,
administrative, etc., and disclose how many of your employees work
in
each of these categories.
Risk Factors, page 12
General
43. Please note that our comments concerning the ACP risk factors
apply to the combined company. Because we have requested that you
combine the separate risk factors sections into a single section,
your revisions to our comments here should be made in the combined
risk factor section and should be geared toward the combined
company
as it will appear following the merger.
44. Where you lay out bullet points highlighting specific risk
factors, please elaborate on any specific problems you have faced
in
the past relating to those bullet points, are ongoing, or which
are
likely to occur. Please note that in doing so, your resulting
disclosure might become significant enough to warrant a separate
risk
factor. We may have further comments on your disclosure.
45. Some of your risk factor subheadings, as illustrated below,
either state a fact or describe an uncertainty, but do not clearly
or
completely reveal the actual risk from a cause-and-effect
perspective. These include:
* "ACP has experienced losses" and
* "ACP faces numerous competitors"
Please revise your subheadings as necessary to explain the
specific
risk and why and/or how it could affect investors. You may find
it
helpful to use an "if...then" approach to writing the subheadings,
where "if" denotes the risk and the "then" discloses the specific
adverse consequences of that risk.
46. Please consider whether you should add a risk factor that
addresses the risks posed by insurance reimbursement systems,
which
you indicate at the bottom of on page 13 exert pressure on pricing
for allergen products.
47. Also, please consider whether a new risk factor discussing
newly
introduced product testing programs in Germany (page 13) is
warranted.
48. Please also address, if applicable, whether any of the key raw
materials used by ACP are inherently scarce and the risks this may
pose.
ACP has experienced losses, page 12
49. Please revise to disclose ACP`s history of losses for the
twelve
months ended December 31, 2002 and the accumulated deficit as of
the
most recent date practicable.
ACP may require additional capital in the future . . ., page 12
50. We note that the combined company will have a sizable working
capital deficit if the merger is completed. Please expand the
disclosure in this risk factor to quantify that working deficit.
Also, please revise to state that ACP will require additional
capital
in the future since this is a certainty and describe generally how
ACP has met its capital needs in the past. We note the aggregate
amount of the loans affiliates have made in the past.
Any inability to adequately retain or protect our employees,
customer
relationships and proprietary technology . . . , page 12
51. You talk about three distinct risks in this risk factor- the
retention or protection of (i) employees, (ii) customer
relationships, and (iii) proprietary technology . Each of these
topics merits its own separate risk factor. Accordingly, please
break these out and discuss each independently. We may have
further
comments.
The departure of certain key personnel . . ., page 12
52. Since most companies rely on their key personnel, clearly
explain
how this specific risk factor applies to your company. For
example,
identify the key personnel upon whom you are dependent and how you
would be specifically adversely affected if one or more of them
left.
53. Please disclose whether you have reason to believe that key
employees will depart the company a result of the impending
transaction or, independent of the transaction, any individuals
are
planning to leave, retire or are nearing retirement age. If so,
please identify such and the anticipated impact on the combined
company going forward.
54. Please disclose whether you have employment contracts with
your
key scientific and management personnel and those contracts are
affected, if at all, by the contemplated transactions.
ACP`s Management`s Discussion and Analysis\
Revenue Recognition, page 13
55. Please disclose your return policy. Please tell us why it is
appropriate to recognize returns upon receipt of products rather
than
an estimate of returns at the time of sale. In addition, please
explain why you are not able to reasonably estimate warranty
costs.
Explain managements` assessment of materiality for future returns
and
warranty costs.
56. We believe you should provide disclosure for items that reduce
gross revenue such as product returns, customer rebates and other
discounts and allowances. Please consider providing the following
disclosures.
a) Identify and quantify all items that reduce gross revenues.
b) Disclose and discuss, preferably by product and in tabular
format,
the total amount of product (in sales dollars) that could be
potentially returned as of the balance sheet date and
disaggregated
by expiration period.
c) If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level. Discuss your revenue recognition policy
for such shipments.
d) In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations for each type of reduction to gross revenue (i.e.
product returns, chargebacks, customer rebates and other discounts
and allowances).
Notes to Unaudited Pro Forma Condensed Combined Financial
Statements,
page 18
57. Please clarify in the filing how you intend to pay the $1.5
million cash payment since there are insufficient funds in your
cash
balance. It appears your adjustment to cash in note (b) may not
be
appropriate.
58. Please clarify to us how you complied with paragraph 35 of
SFAS
141 in allocating your purchase price. Tell us what consideration
was given to allocating the purchase price to all identifiable
assets.
Questions and Answers About the Merger, pages 18-20
59. In addition to the matters already addressed in this section,
please also include in the question and answer format a discussion
about the percentage of outstanding common stock of:
* Planet Technologies owned by (i) non-affiliates and (ii)
affiliates
as of the record date, on a fully diluted basis.
* the combined company that will be owned by each of the former
(i)
stockholder of ACP, (ii) non-affiliates of Planet Technologies and
(iii) affiliates of Planet Technologies immediately following the
merger, on a fully diluted basis.
60. You state that the merger is not expected to result in any
material tax consequences to the company or its shareholders.
State
the basis of this conclusion and whether or not you will obtain a
tax
opinion or revenue ruling concerning tax consequences.
Risk Factors Associated with the Merger, pages 20-23
61. If either Planet Technologies or ACP has material agreements
that, by their terms, may be terminated or renegotiated as a
result
of the transactions described in the proxy statement, or cannot be
assumed by the combined company without undue difficulty, please
add
a separate risk factor that addresses this point. You should also
disclose whether any third party has indicated its intention to
terminate its agreement with either company or to defer or delay a
decision affecting its agreement with either company in response
to
the contemplated transactions. Also, if the merger will trigger
any
change of control or similar provisions in contracts of either
company which could have a material effect on the combined
company,
you should discuss them here and quantify the effect(s) to the
extent
possible.
62. We note that the Agreement and Plan of Merger does not appear
to
have any remedy for losses incurred by Planet Technologies or its
affiliates arising out of the merger, except in the event of
termination of the transaction. Please consider whether this
presents a material transaction risk that should be disclosed as a
separate risk factor. If the Planet Technologies board considered
this feature of the Agreement and Plan of Merger as a negative
factor
weighing against the transaction with ACP, this should also be
disclosed as appropriate in the proxy statement.
63. Please consider whether there is a need for a risk factor that
addresses the diminution of voting control by holders of Planet
Technologies as a result of the merger with ACP. In other words,
each individual Planet Technologies holder will not exert the same
degree of voting power with respect to the combined company that
it
did with Planet Technologies prior to the consummation of the
transaction.
"The Company may not realize the intended benefits of the
acquisition
.. . .., page 20
64. The body of this risk factor does not appear to be consistent
with the heading. The body addresses problems of integration
while
the heading relates to the inability to expand operations and
develop
new products. Please reconcile this discrepancy.
The Company and ACP may waive one or more of the conditions . .
..,"
page 21
65. Please clarify the risk to shareholders if the parties waive
one
or more of the conditions to the merger, and the board decides not
to
resolicit shareholder approval.
The Company`s stock price has been volatile . . ., pages 22-23
66. Please clarify why the fluctuation and decline in the
Company`s
stock price is related to the technology recession, as you state
at
the top of page 23. It is not clear to us why there should be a
relationship between the consumer goods you sell and the
technology
sector.
Proposal 2 - Election of Directors, pages 23-31
67. With respect to the biographical information provided for each
of
the director nominees (pages 23-24), please ensure that you
disclose
the relevant dates and duration of experience for all business
endeavors discussed. You should also describe the nature of the
business in which such employment was carried on and, if a named
person has been employed by Planet Technologies or an affiliate
for
less than five years, the nature of the person`s responsibilities
undertaken in such prior position. Please refer to Item 401(e)
of
Regulation S-K for further clarification.
68. Similarly, to the extent that the biographical information
provided for management
(page 26) omits relevant dates, business descriptions and job
responsibilities, please make the necessary revisions.
Employment Agreements and Change in Control Agreements, pages 31-
32
69. Please disclose the termination and severance provisions of
Mr.
Glenn`s employment agreement. You should also provide
descriptions
of such provisions with respect to the other employment/consulting
agreements discussed in this section.
70. Please provide the number of stock options granted to Mr.
Glenn
under the terms of the employment agreement as of the date of the
proxy statement, the exercise price of the options granted thus
far,
and the clarify that the Company has a continuing obligation to
issue
options at any time to Mr. Glenn in order to maintain his
percentage
of stock ownership at 5%.
71. Please describe all material terms of the consulting agreement
with Dr. Petcavich.
72. Please confirm that the Company`s agreement with H.M. Busby
has
been terminated.
Certain Relationships and Related Transactions, page 32
73. Please provide the price and other relevant terms of the
200,000
shares that were sold to the fund controlled by Mr. Glenn and
identify the fund.
74. With respect to the 4,500 shares issued and sold in connection
with the exercise of certain options by current and former
directors,
please provide the specifics of such exercises, including the
names
of the directors the exercise price and number of options
exercised.
ACP Notes to Financial Statements
Note 1. Summary of Significant Accounting Policies
Trade Accounts Receivable, page A-7
75. We noted the increase in your trade accounts receivable
balance
at 12/31/04 from 12/31/03. We also noted that sales decreased from
the prior year. Please disclose in Management`s Discussion and
Analysis the reason for the increase in accounts receivable. In
addition, expand your disclosure regarding accounts receivable
balances to provide an understanding of the composition of the
balance to assist investors in assessing collectibility. Please
consider the following:
* Provide an aging of accounts receivable by payor classification
with an emphasis on breaking out self-pay receivables;
* Clarify how write-offs of accounts receivable are determined and
recorded;
* Disclose the days` sales outstanding for each period and provide
a
discussion in liquidity and capital resources of the reasons for
significant changes from the prior period;
* Clarify how management`s assesses materiality with regards to
realization of losses for trade accounts receivable; and
* Clarify what you mean by "the company grants credit to its
wholesale customers" which is stated under Note 1. Nature of
Business.
Revenue Recognition
76. Please state your revenue recognition policy. Tell us how your
policy complies with SAB 104.
Prepaid Expenses
77. Please disclose the composition of your prepaid expenses.
Segments
78. It appears that the disclosures in paragraph 37 of SFAS 131
may
be required.
Item 6. Planet Technologies Management`s Discussion and Analysis
Revenue Recognition, page B-13
79. Please disclose your return policy.
80. Please consider providing the following disclosures regarding
your estimate for returns.
a) Disclose the nature and amount of the accrual at the balance
sheet
date and the effect that could result from using other reasonably
likely assumptions than what you used to arrive at each accrual
such
as a range of reasonably likely amounts or other type of
sensitivity
analysis.
b) Disclose the factors that you consider in estimating the
accrual
such as historical return of products, levels of inventory in the
distribution channel, price changes from competitors and new
products.
c) You should consider disclosing a roll forward of the accrual
for
each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.
d) In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations in the accrual including the effect that changes in
your
estimates of these items had on your revenues and operations.
Statement of Operations Data- Years ended December 31, 2004 and
2003,
page B-13
81. We noted that sales for the year ended December 31, 2004 and
the
quarter ended March 31, 2005 were negatively impacted by the Do
Not
Call legislation which prohibits the company to telemarket its
products to existing customers. We also note that your business
strategy is "primarily based upon promotion of products directly
to
the consumer by telemarketing to the Company`s database of
customers
who have purchased the Allergy Free Electrostatic Filter." Please
disclose the effect this legislation has on future revenues and
the
company`s plan to mitigate this factor.
Planet Technologies Statements of Operations, page B-32
82. We note on page 31 that your President/CEO and Chairman of the
Board has agreed to be paid a nominal salary for the three years
beginning in November 2004. Please note that your financial
statements should reflect all costs of doing business, which would
include salary expense of your executive officer.
Notes to Financial Statements: Planet Technologies
Segments
83. It appears that the disclosures in paragraph 37 of SFAS 131
may
be required.
Form 10-KSB for the Year Ended December 31, 2004
Risk Factors, pages 6-8
84. As noted above, revisions that we request to your risk factors
should be incorporated as appropriate in your risk factors section
in
the proxy statement. The comments that follow should be
considered
applicable to the combined company.
"Amendments to the Telemarketing Sales Rule . . .," page 6
85. Please expand your discussion of the TSR to address the
anticipated impact to the Company of 70% of your historical
customers
placing their names on the national "do-not-call" list. In your
expanded discussion, you should also clarify how dependent the
Company is on telemarketing for its sales revenues.
"Future sales of our common stock . . .," page 8
86. Please revise to include the number of shares that may be
issuable upon the conversion of outstanding derivative securities
if
such calculation is not already included in the figure of
1,955,397
shares.
Recent Sales of Unregistered Securities, page 10
87. Pursuant to Item 701 of Regulation S-K, please name the
investors
or identify the class of investors to whom the securities were
sold
and briefly state the facts relied upon to make the Section 4(2)
exemption available.
* * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please file your cover
letter
on EDGAR under the form type label CORRESP. Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.
You may contact Sasha Parikh at (202) 551-3627 or Mary Mast
at
(202) 551-3613 if you have questions regarding comments on the
financial statements and related matters. Please contact Daniel
Greenspan, Attorney-Advisor, at (202) 551-3623, Michael Reedich,
Special Counsel, at (202) 551-3612, or me at (202) 551-3710 with
any
other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
cc: Reggie F. Borkum, Esq.
Bob Blanchard, Esq.
Blanchard, Krasner & French
800 Silverado Street, Second Floor
La Jolla, CA 92037
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Scott L. Glenn
Planet Technologies, Inc.
May 26, 2005
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