SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2007
Planet Technologies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
96 Danbury Road
Ridgefield, Connecticut 06877
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (800) 255-3749
o Written communications pursuant to Rule 425 under the Exchange Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On September 3, 2007, Planet Technologies, Inc. (the Company) entered into a Stock Purchase
Agreement (SPA) with Antigen Laboratories, Inc., a Missouri corporation (Antigen), and its
shareholders, wherein the Company will acquire all of the outstanding common stock shares of
Antigen (Stock Purchase) (as discussed below).
Pursuant to the SPA, the Company will acquire all of the outstanding common stock shares of Antigen
for an aggregate amount of $10,000,000 in cash, plus the payment and forgiveness of certain debts
(collectively the Purchase Price).
As a result of the Stock Purchase the Company will expand its presence in the allergy market to
include allergenic extracts for immunotherapy in addition to its existing allergen avoidance
business. Antigen is a manufacturer and marketer of allergenic extracts for immunotherapy, which
historically have been administered in controlled doses by subcutaneous injections (SCIT).
The close of the SPA and acquisition of Antigen is contingent upon the Company obtaining financing
for the Purchase Price. In addition to the acquisition price, the Company anticipates it will
require approximately $10,000,000 for payoff of debts, purchase of a building, transaction-related
professional fees, and funding of clinical trials as well as other costs related to the regulatory
There is is no guarantee the Company will be able to obtain the required financing to close the
acquisition and if it does, there is no guarantee the Company will obtain the required financing to
fund other anticipated cash flow needs.
Item 8.01. Other Events.
The SPA and resulting acquisition of Antigen is part of the Companys overall goal to build a
specialty pharmaceutical company focused on asthma and allergy. The Companys strategy to meet
this goal is to acquire specialty allergy companies, and implement consolidation and cross
merchandising activities within the allergy market.
Short term, the goal immediately following the acquisition of Antigen is to move toward FDA
approval of sublingual immunotherapy (SLIT) products for marketing in the U.S. SLIT is the
administration of immunotherapy through drops of allergenic extract being placed under the tongue,
vs. the traditional SCIT route of administration. In European countries where SLIT has received
regulatory approval, it has been reported that the availability of both SCIT and SLIT has greatly
expanded the number of patients seeking immunotherapy. The Company believes that an FDA-approved
SLIT product also will expand the much larger U.S. market, as allergy-related physicians will have
the enhanced option of offering either SCIT or SLIT based immunotherapy for their patients.
Upon the acquisition of Antigen, the Company intends to retain William Thomas Willoughby as
President of Antigen. Mr. Willoughby will also become Vice-Chairman of Planets Board of
There is no guarantee the Companys strategy will be successful. Currently, Antigen has five
competitors within the U.S. allergen immunotherapy market namely Greer, Hollister Steir, Allergy
Labs, Nelco Laboratories and ALK-Abello. These competitors are larger and have greater resources
than the Company.
Item 9.01. Financial Statements and Exhibits.
||Form of Stock Purchase Agreement with Antigen Laboratories, Inc. dated September 3, 2007.
||Press Release dated September 4, 2007.
This Form 8-K contains forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements are based on managements current
expectations and involve risks and uncertainties, which may cause results to differ materially from
those set forth in the statements. The forward-looking statements may include statements regarding
product development, product potential or financial performance. No forward-looking statement can
be guaranteed, and actual results may differ materially from those projected. The Company
undertakes no obligation to publicly update any forward-looking statement, whether as a result of
new information, future events or otherwise. Forward-looking statements in this Form 8-K should be
evaluated together with the many uncertainties that affect the Companys business.
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 Technologies, Inc.
|Dated: September 5, 2007
||/s/ Edward Steube
||Chief Executive Officer and President