UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

This Amendment No. 5 to Schedule 13D hereby amends and supplements a Schedule 13D dated November 30, 2004 (the “Original Statement”), as amended by Amendment No. 1 dated December 17, 2004 (“Amendment No. 1”), Amendment No. 2 dated May 31, 2005 (“Amendment No. 2”), Amendment No. 3 dated August 1, 2005 (“Amendment No. 3”) and Amendment No. 4 dated June 1, 2006 (“Amendment No. 4”) filed by and on behalf of The St. Paul Travelers Companies, Inc. (“The St. Paul”), St. Paul Fire and Marine Insurance Company (“F&M”), Split Rock Partners, LLC (“Split Rock”), Windamere III, LLC (“Windamere”) and Fog City Fund, LLC (“Fog City”) with respect to the common stock, no par value (the “Common Stock”), of Planet Technologies, Inc., a California corporation (“Planet Technologies”).  The St. Paul, F&M, Split Rock, Windamere and Fog City are sometimes collectively referred to herein as the “Reporting Persons.”

Except as set forth below, there are no changes to the information in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4.  All terms used but not defined in this Amendment No. 5 are as defined in the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4.  The summary descriptions contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Item 1.

Security and Issuer

There are no changes to Item 1.

Item 2.

Identity and Background

The Reporting Persons hereby add the following disclosure to this Item 2:

Certain information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons has changed since the filing of the Original Statement, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, and is set forth in Exhibit 1.5 attached hereto and incorporated herein by this reference.

Item 3.

Source and Amount of Funds or Other Consideration

There are no changes to Item 3.

Item 4.

Purpose of Transaction

There are no changes to Item 4.

Item 5.

Interest in Securities of the Issuer

(a)           1.             Amount beneficially owned:  The St. Paul, F&M and Split Rock may be deemed to own beneficially 1,386,000 shares of Common Stock of Planet Technologies.  Windamere is the record owner of 886,000 shares of Common Stock of Planet Technologies.  Fog City is the record owner of 500,000 shares of Common Stock of Planet Technologies.  F&M

is a wholly owned subsidiary of The St. Paul.  F&M owns a controlling interest in each of Windamere and Fog City.  Windamere is managed by the Managing Member, Scott L. Glenn; however, investments or dispositions in excess of certain amounts must be approved by the board of directors of Windamere.  Fog City is managed by the Managing Member, Fog City Management, LLC; however, investment or dispositions in excess of certain amounts must be approved by the board of directors of Fog City.  Split Rock has the right to appoint a majority of the members of the board of directors of both Windamere and Fog City.  Decisions by Split Rock with respect to who to appoint as Windamere or Fog City directors are made by a two-thirds vote of the four Split Rock Managing Directors.  By virtue of the affiliate relationships among the Reporting Persons, each of The St. Paul, F&M and Split Rock may be deemed to own beneficially 1,386,000 shares of Common Stock of Planet Technologies, Windamere may be deemed to own beneficially 886,000 shares of Common Stock of Planet Technologies, and Fog City may be deemed to own beneficially 500,000 shares of Common Stock of Planet Technologies described in this Amendment No. 5. 

2.             Percent of class:  The St. Paul, F&M and Split Rock:  34.8%; Windamere:  22.2%; Fog City:  12.5%.  The foregoing percentages are calculated based on the 3,986,368 shares of Common Stock reported to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-QSB for the quarter ended March 31, 2006.

(b)           Number of shares as to which each of The St. Paul, F&M and Split Rock has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

1,386,000

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

1,386,000

Number of shares as to which Windamere has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

886,000

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

886,000

Number of shares as to which Fog City has:

(i)

Sole power to vote or to direct the vote

0

(ii)

Shared power to vote or to direct the vote

500,000

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

500,000

(c)           None.

(d)           Not applicable.

(e)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons hereby add the following disclosure to this Item 6:

On August 7, 2006, Planet Technologies obtained an unsecured loan from Windamere in the principal amount of $250,000.  Pursuant to the terms of the unsecured promissory note, Planet Technologies agreed to repay the outstanding principal amount and all accrued but unpaid interest on May 31, 2008.  The note bears interest at a rate of 7% per annum and may be prepaid in whole or in part at any time without penalty. The note contains other standard terms, including payment by Planet Technologies of any attorneys’ fees an costs incurred by Windamere to obtain payment of the note when due.  The foregoing description of the note is qualified in its entirety by a copy of the form of note, which has been filed as Exhibit 10 to this Amendment No. 5, and is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

The Reporting Persons hereby add the following exhibits to this Item 7:

Exhibit 1.5

Additional information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC, Windamere III, LLC and Fog City Fund, LLC.

Exhibit 10

Form of Unsecured Promissory Note dated August 7, 2006 issued by Planet Technologies, Inc.

August 9, 2006

THE ST. PAUL TRAVELERS COMPANIES, INC.

By:

/s/ Bruce A. Backberg

Bruce A. Backberg

Its:

Senior Vice President

ST. PAUL FIRE AND MARINE INSURANCE COMPANY

By:

/s/ Bruce A. Backberg

Bruce A. Backberg

Its:

Senior Vice President

SPLIT ROCK PARTNERS, LLC

By:

/s/ Steven L.P. Schwen

Steven L.P. Schwen

Its:

Chief Financial Officer

WINDAMERE III, LLC

By:

/s/ Scott L. Glenn

Scott L. Glenn

Its:

Managing Member

FOG CITY FUND, LLC

By: Fog City Management, LLC, its Managing Member

By:

/s/ Nancy S. Olson

Nancy S. Olson

Its:

Managing Member

Exhibit
No.

Description

Method of Filing

1.5

Additional information concerning directors and executive officers of The St. Paul Travelers Companies, Inc., St. Paul Fire and Marine Insurance Company, Split Rock Partners, LLC, Windamere III, LLC and Fog City Fund, LLC

Filed herewith.

10

Form of Unsecured Promissory Note dated August 7, 2006 issued by Planet Technologies, Inc.

Filed herewith.