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): October 4, 2006 (September 30,
2006)
PROTEIN
POLYMER TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-19724
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33-0311631
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10655
Sorrento Valley Road, San Diego, California
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92121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(858)
558-6064
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities 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 14d-2(b) under the Exchange
Act
( 17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
September 30, 2006, we entered into Amendment No. 3 to the Note, originally
dated as of April 13, 2006 and due on July 12, 2006, issued by us to Matthew
J.
Szulik pursuant to which Mr. Szulik loaned us $1,000,000. On
July
12, 2006, we entered into Amendment No.
1, which
extended the maturity date of the Note to October 10, 2006. Amendment No. 2,
which was executed on August 18, 2006, increased the principal amount to
$1,500,000. Amendment No. 3 increased the principal amount of the Note to
$2,500,000.00 and extended the maturity date to January 10, 2007.
The
details of the Note and ancillary agreements thereto as called for by this
Item
1.01 are fully set forth in Item 1.01 to our Current Reports on Form 8-K that
we
filed with the Securities and Exchange Commission on April 27, 2006, July 12,
2006 and August 18, 2006, and are incorporated herein by reference in their
entirety.
Material
Relationship with the Company
Mr.
Szulik has no material relationship with us apart from his ownership of our
securities. His collateral agent and designee, Taurus Advisory Group, LLC,
is a
registered investment advisor and advises a number of our stockholders in
investment decisions, including decisions about whether to invest in our stock.
Taurus has discretionary authority to vote or dispose of the shares of our
common stock held in its client accounts and, therefore, may be deemed to be
the
beneficial owner of such shares in accordance with the Commission’s Rules.
Taurus expressly disclaims such beneficial ownership.
Based
upon our stock records and data supplied to us by our stockholders, we believe
that Mr. Szulik is the beneficial owner of approximately 16.45% of our
common stock, including the shares underlying the Warrant he acquired from
us in
connection with our original issuance of the Note to him. We determine
beneficial ownership in accordance with the Commission’s rules, which generally
include voting power and/or investment power with respect to securities. Our
shares of common stock issuable upon conversion of debt securities or preferred
stock or subject to options or warrants exercisable within 60 days prior to
the
date on which we make our filing with the Commission in which such beneficial
ownership information is disclosed are deemed outstanding for computing the
stock ownership percentage of a person holding such convertible debt, preferred
stock, options or warrants but are not deemed outstanding for computing the
percentage of any other person.
SIGNATURE
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.
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PROTEIN
POLYMER TECHNOLOGIES, INC.,
a
Delaware corporation
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Date:
October 4, 2006
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By:
/s/
William N. Plamondon, III
William
N. Plamondon, III
Chief
Executive Officer
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