UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Southwall Technologies Inc.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
844909101
(CUSIP Number)
December 31, 2004
(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 Investment Management L.L.C.
22-3408336
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 728,000 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
728,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,000 shares of common stock of the Issuer ("Shares") which
consists of 728,000 Shares held by a series of The Needham
Funds, Inc. which Needham Investment Management L.L.C. may be
deemed to beneficially own by virtue of its position as
investment adviser to this series.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.33%
12 TYPE OF REPORTING PERSON
IA
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
The Needham Funds, Inc.
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 728,000 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
728,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
728,000 shares (includes 728,000 shares beneficially owned by Needham
Growth Fund, a series of The Needham Funds, Inc.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.33%
12 TYPE OF REPORTING PERSON
IV
Page 4 of 7 pages
Item 1(a) NAME OF ISSUER:
Southwall Technologies Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3975 East Bayshore Road
Palo Alto, CA 94303
Item 2(a) NAME OF PERSON FILING:
(i) Needham Investment Management L.L.C.
(ii) The Needham Funds, Inc.
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 Investment Management L.L.C. is a registered
investment adviser under Section 203 of the
Investment Advisers Act of 1940, as amended
(ss. 240.13d-1(b)(1)(ii)(E)).
(ii) The Needham Funds, Inc. is an investment company
registered under Section 8 of the Investment Company Act of
1940, as amended (15 U.S.C. 80a-8).
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
2.33% (728,000 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:
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 than five percent of the class of
securities, check the following [x].
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 OR CONTROL PERSON:
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
SIGNATURES
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.
February 10, 2005
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By: /s/ John C. Michaelson
Name: John C. Michaelson
Title: President and Chief Executive Officer
THE NEEDHAM FUNDS, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer
Page 7 of 7 pages
Exhibit A
AGREEMENT
The undersigned, Needham Investment Management L.L.C. and The
Needham Funds, Inc., agree that the statement to which this exhibit is appended
is filed on behalf of each of them.
February 10, 2005
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By: /s/ John C. Michaelson
Name: John C. Michaelson
Title: President and Chief Executive Officer
THE NEEDHAM FUNDS, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer