UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Southwall Technologies Inc.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
844909101
(CUSIP Number)
December 31, 2002
(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. 844909101 13G Page 2 of 7 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Needham & Company, Inc.
13-3255839
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 417,255 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
417,255 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,255 shares of common stock of the Issuer ("Shares").
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3%
12 TYPE OF REPORTING PERSON
BD
CUSIP NO. 844909101 13G Page 3 of 7 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George A. Needham
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 872,255 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
872,255 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,255 shares of common stock of the Issuer ("Shares") which consists of
10,000 Shares owned individually; 417,255 Shares beneficially owned by
Needham & Company, Inc. which Mr. Needham may be deemed to beneficially own
by virtue of his position in and share ownership of Needham & Company, Inc.;
and 445,000 Shares beneficially owned by Needham Management Partners, L.P.,
which consists of (i) 175,000 Shares beneficially owned by Needham Emerging
Growth Partners, L.P., (ii) 200,000 Shares beneficially owned by Needham
Contrarian Fund, L.P. and (iii) 70,000 Shares beneficially owned by Needham
Emerging Growth Partners (Caymans), L.P., which Mr. Needham may be deemed to
beneficially own by virtue of his position as Managing General Partner of
Needham Management Partners, L.P., the sole general partner of each of the
above private limited partnerships.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
12 TYPE OF REPORTING PERSON
IN
Page 4 of 7 pages
Item 1(a) NAME OF ISSUER:
Southwall Technologies Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1029 Corporation Way
Palo Alto, CA 94303
Item 2(a) NAME OF PERSON FILING:
(i) Needham & Company, Inc.
(ii) George A. Needham
Item 2(b) Address of Principal Business Office, or if none, residence:
(i) 445 Park Avenue
New York, New York 10022
(ii) 445 Park Avenue
New York, New York 10022
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
Item 2(e) CUSIP NUMBER:
844909101
Item 3 (i) Needham & Company, Inc. is a registered
broker-dealer under Section 15 of the Securities
Exchange Act of 1934.
(ii) Not applicable
Page 5 of 7 pages
Item 4 OWNERSHIP:
(a) Amount beneficially owned and (b) Percent of Class:
See Items 5 through 11 of the cover pages attached hereto.
The aggregate amount held by all Reporting Persons is
7.0% (872,255 shares).
This Schedule 13G shall not be construed as an admission that
the Reporting Person, either for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended (the
"Act") or for other purposes, is the beneficial owner of any
securities covered by this statement.
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE 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.
Page 6 of 7 pages
IGNA
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.
March 7, 2003
NEEDHAM & COMPANY, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer
GEORGE A. NEEDHAM
By: /s/ George A. Needham
Page 7 of 7 pages
Exhibit A
AGREEMENT
The undersigned, Needham & Company, Inc. and George A. Needham,
agree that the statement to which this exhibit is appended is filed on behalf
of each of them.
March 7, 2003
NEEDHAM & COMPANY, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer
GEORGE A. NEEDHAM
By: /s/ George A. Needham