1 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 2 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. 3 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. BENEFICIAL OWNERSHIP PERCENTAGE OF TITLE OF CLASS BENEFICIAL OWNER NUMBER OF SHARES(1) CLASS OWNED(2) - -------------- ---------------- ------------------- -------------- 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 - ---------- * 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. 4 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. 5 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. 6 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.