Southwall Technologies Inc. 8-K 10-27-2005
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 27, 2005
Southwall
Technologies Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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0-15930
(Commission
File Number)
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94-2551470
(I.R.S.
Employer Identification No.)
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3975
East Bayshore Road
Palo
Alto, California 94303
(Address
of principal executive offices)
(650) 962-9111
(Registrant’s
telephone number, including area code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
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On
November 10, 2005, Southwall Technologies Inc. ("Southwall") issued a press
release announcing that Peter E. Salas joined its Board of Directors as of
October 27, 2005. It is unknown at this time on which committees of the Board
of
Directors Mr. Salas will serve.
Mr.
Salas
is the President of Dolphin Asset Management Corporation and controls, through
associated entities, Dolphin Direct Equity Partners, LP (“Dolphin”). On February
24, 2004, pursuant to an Amended and Restated Investment Agreement dated
February 20, 2004, Dolphin purchased $1.5 million of convertible notes (the
"Convertible Notes") from Southwall. On December 31, 2004, Dolphin elected
to
convert all outstanding principal of, and accrued but unpaid interest on, the
Convertible Notes into shares of Southwall's Series A 10% Cumulative Preferred
Stock ("Series A Stock"). The Convertible Notes by their terms were convertible
at the option of Dolphin at a rate of one share for each $1.00 of principal
or
interest converted. The Convertible Notes were converted into 1,630,833 shares
of Series A Stock.
The
shares of Series A Stock have a stated value of $1.00 per share and are entitled
to cumulative dividends of 10% per year, payable at the discretion of
Southwall's board of directors. Each share of Series A Stock is convertible
at
any time at the option of the holder into a number of shares of common stock
equal to the sum of its stated value plus any accumulated but unpaid dividends,
divided by the conversion price of the Series A Stock. The conversion price
of
the Series A Stock is $1.00 per share and is subject to adjustment in the event
of any stock dividend, stock split, reverse stock split or combination affecting
such shares. The shares of Series A Stock also have anti-dilution protection
that adjusts the conversion price downwards using a weighted-average calculation
in the event Southwall issues certain additional securities at a price per
share
less than the closing price per share of the common stock. Each share of Series
A Stock was initially convertible into one share of common stock.
So
long
as any shares of Series A Stock are outstanding, unless all accrued dividends
have been paid, Southwall is generally prohibited from taking certain actions.
Except for certain matters with respect to which the approval of the holders
of
a majority of the Series A Stock voting separately as a class is required,
the
holders of the Series A Stock have no voting rights. Upon a liquidation or
dissolution of Southwall (and for these purposes a sale of all or substantially
all of Southwall's assets or the acquisition of Southwall by another entity
are
considered liquidation events), the holders of the Series A Stock are entitled
to be paid a liquidation preference equal to $1.00 per share plus accumulated
but unpaid dividends, out of assets legally available for distribution to
stockholders. The shares of Series A Stock are not redeemable.
In
connection with the sale of the Convertible Notes, Southwall issued warrants
to
purchase shares of its common stock to Dolphin. On November 24, 2004, Dolphin
exercised all of the warrants to purchase a total of 4,627,179 shares of
Southwall's common stock. The exercise price was $0.01 per share of common
stock. In exercising the warrants, Dolphin paid $46,271.79 in cash as the
exercise price.
For
a
more complete description of the Amended and Restated Investment Agreement,
terms of the shares of Series A Stock and the other transactions referenced
above, please refer to Southwall's definitive proxy statement filed with the
Securities and Exchange Commission on September 14, 2004, which is incorporated
by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits
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Exhibit
No.:
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Description:
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Press
Release, dated November 10, 2005, issued by Southwall Technologies
Inc.
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SIGNATURES
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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SOUTHWALL
TECHNOLOGIES INC.
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By:
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/s/
Thomas G. Hood
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Thomas
G. Hood
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Chief
Executive Officer
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Date:
November 10, 2005
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