UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 19340
(Amendment No. __6___)*
Planet Polymer Technologies, Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $ No Par Value
______________________________________________________
(Title of Class of Securities)
727044109
____________________________________
(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
-x-- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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 ("Act") 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).
CUSIP No. 727044109 13G Page 2 of 9
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. ("SSPE")
F13-3916551
MG Advisers, L.L.C. ("MG") F13-3916549
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES ------------------------------------------------
-BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
0
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(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
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(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
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CUSIP No. 727044109 13G Page 3 of 9
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David M. Greenhouse
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF (5) SOLE VOTING POWER 0
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY -------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING -------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER None
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(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
0
----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
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(12) TYPE OF REPORTING PERSON*
IN
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Page 4 of 9 Pages
Item 1.
(a) Name of Issuer: Planet Polymer Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices:
9985 Businesspark Avenue, Ste A, San Diego, CA 92131
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Private Equity Fund, L.P., a Delaware
limited partnership ("SSPE"); (ii) MG Advisers, L.L.C., a New
York limited liability company, ("MG"); (iii) Austin W. Marxe
and (iv) David Greenhouse. Each of the foregoing is hereinafter
individually referred to as a "Reporting Person" and
collectively as the "Reporting Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53rd Street, New York, New York
10022.
(c) Citizenship: SSPE is a Delaware limited partnership and MG
is a New York limited liability company. Austin W. Marxe and
David M. Greenhouse are United States citizens.
The principal business of SSPE is to invest in, sell, convey,
transfer, exchange and otherwise trade in principally equity and
equity related securities. The principal business of MG is to
act as general partner of and investment adviser to SSPE. The
principal occupation of Austin W. Marxe and David Greenhouse is
to serve as officers, directors and members or principal
shareholders of the Adviser.
Page 5 of 9 Pages
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under section 15 of the
Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of
the Act;
(d) ( ) Investment Company registered under section 8 of the
Investment Company Act of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 0 shares of Common Stock
Page 6 of 9 Pages
are beneficially owned by Austin W. Marxe and David Greenhouse;
(b) Percent of Class: 0 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse.
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSPE and MG have sole power
to vote or to direct the vote and to dispose or to direct the
disposition of all securities reported hereby which are
beneficially owned by the Fund and its Adviser. Austin Marxe
and David Greenhouse have shared power to vote or to direct the
vote of and to dispose or to direct the disposition of
securities reported hereby which Austin Marxe and David
Greenhouse beneficially own by virtue of being Executive
Officers of the Investment Advisers.
Item 5. Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more that five percent of the class of securities,
check the following X .
Item 6.Ownership of More than Five Percent on Behalf of Another
Person: SSPE and the Cayman Fund as owners of the securities in
question, have the right to receive any dividends from, or
proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the Parent
Holding Company: See Exhibit A attached hereto.
Page 7 of 9 Pages
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10. Certification:
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
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.
Dated: February 21, 2003
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
Page 8 of 9 Pages
MG ADVISERS, L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS CAYMAN FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
AWM INVESTMENT COMPANY, INC.
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
Page 9 of 9 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MG Advisers, L.L.C. (MG), a New York limited
liability company, is the general partner of the Special
Situations Private Equity Fund, L.P., a Delaware Limited
Partnership. AWM Investment Company, Inc., a Delaware
corporation, is the general partner of and investment adviser to
the Cayman Fund. Austin W. Marxe and David M. Greenhouse are
the principal owners of MG and AWM and are principally
responsible for the selection, acquisition and disposition of
the portfolios securities by the investment advisers on behalf
of their Fund.