SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)(1)
Southwall Technologies Inc
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
844909101
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(CUSIP Number)
Robert Van Grover
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
212-574-1200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(1) 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 disclosures provided in a prior cover page. The information required on
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 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
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham & Company, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally ommited)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,272,740
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,272,740
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,272,740
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.07%
14. TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Management Partners, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Intentionally Omitted)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
700,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
700,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Emerging Growth Partners, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
300,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
300,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.96%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Contrarian Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
84,372
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
84,372
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,372
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Contrarian (QP) Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
US
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
215,628
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
215,628
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,628
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.69%
14. TYPE OF REPORTING PERSON*
TN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Emerging Growth Partners (Caymans), L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
100,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
100,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George A. Needham
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
13,117,045
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
13,117,045
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,117,045
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.00%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Capital Partners II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
3,258,068
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,258,068
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,068
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.43%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Capital Partners II (Bermuda), L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
456,700
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
456,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
5,703,716
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
5,703,716
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,703,716
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.26%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Capital Partners IIIA L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
589,054
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
589,054
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,054
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Capital Partners III (Bermuda), L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,136,767
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,136,767
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,767
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.64%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
9,550,838
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
9,550,838
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,550,838
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.58%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Needham Capital Management (Bermuda) L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,593,467
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,593,467
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,467
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.10%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 844909101
---------------------
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Item 1. Security and Issuer.
This Statement on Schedule 13D/A (this "Statement") relates to the common
stock, par value $0.001 per share (the "Common Stock") and Series A 10%
Cumulative Preferred Stock ("Series A Preferred Stock"), of Southwall
Technologies Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 1029 Corporation Way, Palo Alto,
California 94303.
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Item 2. Identity and Background.
(a)-(c) and (f) This Statement is filed by Needham & Company, Inc., a
Delaware corporation ("Needham & Co."), Needham Management Partners, L.P., a
Delaware limited partnership ("NMP"), Needham Emerging Growth Partners, L.P., a
Delaware limited partnership ("NEGP"), Needham Contrarian Fund, L.P., a Delaware
limited partnership ("NCF"), Needham Contrarian QP Fund, L.P., a Delaware
limited partnership ("NCQPF"), Needham Emerging Growth Partners (Caymans), L.P.,
a Cayman Islands limited partnership ("NEGPC"), George A. Needham, a natural
person who is a U.S. citizen, Needham Capital Partners II, L.P., a Delaware
limited partnership ("NCPII"), Needham Capital Partners II (Bermuda), L.P., a
Bermuda limited partnership ("NCPIIB"), Needham Capital Partners III, L.P, a
Delaware limited partnership ("NCPIII"), Needham Capital Partners IIIA, L.P, a
Delaware limited partnership ("NCPIIIA"), Needham Capital Partners III
(Bermuda), L.P., a Bermuda limited partnership ("NCPIIIB"), Needham Capital
Management L.L.C., a Delaware limited liability company ("NCM"), and Needham
Capital Management (Bermuda) L.L.C., a Bermuda limited liability company
("NCMB"). Needham & Co., NMP, NEGP, NCF, NEGPC, George A. Needham, NCPII,
NCPIIB, NCPIII, NCPIIIA, NCPIIIB, NCM and NCMB are collectively referred to in
this Statement as the "Reporting Persons."
The principal business office and mailing address of the Reporting Persons
is c/o Needham & Company, Inc., 445 Park Avenue, New York, New York 10022.
Needham & Co. is an investment banking, securities and asset management firm.
The business of NMP is serving as the general partner of NEGP, NCF and NEGPC,
each of which are private investment partnerships. The business of NCM is
serving as the general partner of NCPII, NCPIII and NCPIIIA, each of which are
private investment partnerships. The business of NCMB is serving as the general
partner of NCPIIB and NCPIIIB, each of which are private investment
partnerships. The present principal occupation of George A. Needham is Chairman
of the Board and Chief Executive Officer of Needham & Co. The name and principal
occupation or employment of the executive officers, directors or general
partners of the Reporting Persons who are corporations, limited partnerships and
limited liability companies are set forth on Schedule I to this Statement.
(d) and (e) During the past five years, none of the Reporting Persons or,
to the best knowledge of the Reporting Persons, any of the persons listed on
Schedule I, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
-----------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons may be deemed to beneficially
own 9,855,379 shares of Common Stock and 3,261,666 shares of Series A Preferred
Stock. The source of funds used to purchase the securities reported herein was
working capital of the Reporting Persons. No borrowed funds were used to
purchase the securities, other than any borrowed funds used for working capital
purposes in the ordinary course of business.
On December 31, 2004, Needham Capital Partners II, L.P., Needham Capital
Partners II (Bermuda), L.P., Needham Capital Partners III, L.P., Needham Capital
Partners IIIA, L.P., Needham Capital Partners III (Bermuda), L.P. elected to
convert all outstanding principal of, and accrued but unpaid interest on, their
secured convertible promissory notes (the "Convertible Notes") of Southwall
Technologies Inc. ("Southwall") into shares of Series A Preferred Stock. The
Convertible Notes by their terms were convertible at the option of the holders
into Series A Preferred Stock at a rate of one share for each $1.00 of principal
or interest converted.
The aggregate principal amount of the Convertible Notes converted by the
Note Holders was $4,500,000, and the interest accrued thereon as of the time of
conversion was $392,500; therefore, the aggregate number of shares of Series A
Preferred Stock issued as a result of the conversions was $4,892.500. In
particular, the Convertible Note held by Needham Capital Partners II, L.P., in
the original principal amount of $877,058, was converted into 953,557 shares of
Series A Preferred Stock; the Convertible Note held by Needham Capital Partners
II (Bermuda), L.P., in the original principal amount of $122,942, was converted
into 133,665 shares of Series A Preferred Stock; the Convertible Note held by
Needham Capital Partners III, L.P. in the original principal amount of
$1,535,416, was converted into 1,669,339 shares of Series A Preferred Stock; the
Convertible Note held by Needham Capital Partners IIIA, L.P. in the original
principal amount of $158,571, was converted into 172,402 shares of Series A
Preferred Stock; and the Convertible Note held by Needham Capital Partner III
(Bermuda), L.P., in the original principal amount of $306,013, was converted
into 332,704 shares of Series A Preferred Stock.
The Convertible Notes were originally issued to the Note Holders pursuant
to the Amended and Restated Investment Agreement dated February 20, 2004, by and
among Southwall, Needham & Company, Inc. and the Note Holders. The Convertible
Notes and Series A Preferred Stock issued to the Note Holders upon conversion
were issued without registration and only to accredited investors in reliance
upon Rule 506 of the Securities Act of 1933, as amended.
-----------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Investment Agreement pursuant to which the warrants were issued to
Needham & Co. is described in the Schedule 13D filed by the Reporting Persons on
March 8, 2003.
The Reporting Persons have no plans or proposals which relate to or which
would result in or relate to any of the actions specified in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
-----------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a) (1) Needham & Co. owns 1,272,740 shares of Common Stock, which would
constitute 4.07% of the issued and outstanding Common Stock.
(2) NEGP owns of record and beneficially 300,000 shares of Common Stock,
which constitutes 0.96% of the issued and outstanding Common Stock.
(3) NCF owns of record and beneficially 84,372 shares of Common Stock,
which constitutes 0.27% of the issued and outstanding Common Stock.
(4) NCQPF owns of record and beneficially 215,628 shares of Common Stock,
which constitutes 0.69% of the issued and outstanding Common Stock.
(5) NEGPC owns of record and beneficially 100,000 shares of Common Stock,
which constitutes 0.32% of the issued and outstanding Common Stock.
(6) NMP may be deemed to own beneficially the aggregate amount of 700,000
shares of Common Stock owned by NEGP, NCF and NEGPC by virtue of its position as
general partner of those Reporting Persons, which amount constitutes 2.24% of
the issued and outstanding Common Stock. NMP disclaims beneficial ownership of
all of the reported shares of Common Stock owned by NEGP, NCF and NEGPC, and the
inclusion of these shares of Common Stock in this report shall not be deemed an
admission by it of beneficial ownership of such shares for any purpose.
(7) George A. Needham may be deemed to beneficially own (i) the shares of
Common Stock owned by Needham & Co. by virtue of his position in and share
ownership of Needham & Co., (ii) the shares of Common Stock owned by NEGP, NCF,
NCFQP, and NEGPC by virtue of his position as general partner of NMP, the
general partner of NEGP, NCF, NCFQP and NEGPC, (iii) the Common Stock and Series
A Preferred Common Stock owned by NCPII, NCPIII and NCPIIIA by virtue of his
position as a manager of NCM, the general partner of NCPII, NCPIII and NCPIIIA,
and (iv) the Common Stock and Series A Preferred Common Stock owned by NCPIIB
and NCPIIIB by virtue of his position as a manager of NCMB. The aggregate amount
of shares of Common Stock (assuming full conversion of all Series A Preferred
Common Stock owned by the Reporting Persons) owned by Mr. Needham is 13,117,045,
which constitutes 42.00% of the issued and outstanding shares of Common Stock.
Mr. Needham disclaims beneficial ownership of all of the reported shares of
Common Stock and the Series A Preferred Common Stock, and the inclusion of these
shares in this report shall not be deemed an admission by him of beneficial
ownership for any purpose.
(8) NCPII owns of record and beneficially (i) 953,557 shares of Series A
Preferred Stock, which in turn is convertible to 953,557 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
2,304,511 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPII would own of record 3,258,068 shares of Common Stock,
which would constitute 10.43% of the issued and outstanding Common Stock.
(9) NCPIIB owns of record and beneficially (i) 133,665 shares of Series A
Preferred Stock, which in turn is convertible to 133,665 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
323,035 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIB would own of record 456,700 shares of Common Stock,
which would constitute 1.46% of the issued and outstanding Common Stock.
(10) NCPIII owns of record and beneficially (i) 1,669,338 shares of Series
A Preferred Stock, which in turn is convertible to 1,669,338 shares of Common
Stock, subject to adjustments applicable to the Series A Preferred Stock, and
(ii) 4,034,378 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIII would own of record 5,703,716 shares of Common Stock,
which would constitute 18.26% of the issued and outstanding Common Stock.
(11) NCPIIIA owns of record and beneficially (i)172,402 shares of Series A
Preferred Stock, which in turn is convertible to 172,402 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
416,552 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIIA would own of record 589,054 shares of Common Stock,
which would constitute 1.88% of the issued and outstanding Common Stock.
(12) NCPIIIB owns of record and beneficially (i) 332,704 shares of Series A
Preferred Stock, which in turn is convertible to 332,704 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
804,063 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIIB would own of record 1,136,767 shares of Common Stock,
which would constitute 3.64% of the issued and outstanding Common Stock.
(13) NCM may be deemed to own beneficially the Common and Series A
Preferred Stock owned by NCPII, NCPIII and NCPIIIA by virtue of its position as
general partner of those Reporting Persons, and accordingly may be deemed to
beneficially own the 9,550,838 shares of Common Stock, which amount constitute
30.58% of the issued and outstanding Common Stock. NCM disclaims beneficial
ownership of all of the reported shares of Common Stock owned by NCPII, NCPIII
and NCPIIIA, and the inclusion of these shares of Common Stock in this report
shall not be deemed an admission by it of beneficial ownership of such shares
for any purpose.
(14) NCMB may be deemed to own beneficially the Common and Series A
Preferred Stock owned by NCPIIB and NCPIIIB by virtue of its position as general
partner of those Reporting Persons, and accordingly may be deemed to
beneficially own the 1,593,467 shares of Common Stock, which amount constitute
5.10% of the issued and outstanding Common Stock. NCMB disclaims beneficial
ownership of all of the reported shares of Common Stock owned by NCPIIB and
NCPIIIB, and the inclusion of these shares of Common Stock in this report shall
not be deemed an admission by it of beneficial ownership of such shares for any
purpose.
(b) Needham & Co. has the sole power to direct the vote and disposition of
1,272,740 shares of Common Stock. NMP, the general partner of NEGP, and NEGP
have shared power to direct the vote and disposition of 300,000 shares of Common
Stock directly owned by NEGP. NMP, the general partner of NCF, and NCF have
shared power to direct the vote and disposition of 84,372 shares of Common Stock
directly owned by NCF. NMP, the general partner of NCQPF, and NCQPF have shared
power to direct the vote and disposition of 215,628 shares of Common Stock
directly owned by NCQPF. NMP, the general partner of NEGPC, and NEGPC have
shared power to direct the vote and disposition of 100,000 shares of Common
Stock directly owned by NEGPC. NCM, the general partner of NCPII, and NCPII have
shared power to direct the vote and disposition of 3,258,068 shares of Common
Stock and Common Stock issuable upon the conversion of the Series A Preferred
Stock. NCMB, the general partner of NCPIIB, and NCPIIB have shared power to
direct the vote and disposition of 456,700 shares of Common Stock and Common
Stock issuable upon the conversion of the Series A Preferred Stock. NCM, the
general partner of NCPIII, and NCPIII have shared power to direct the vote and
disposition of 5,703,716 shares of Common Stock and Common Stock issuable upon
the conversion of the Series A Preferred Stock. NCM, the general partner of
NCPIIIA, and NCPIIIA have shared power to direct the vote and disposition of
589,054 shares of Common Stock and Common Stock issuable upon the conversion of
the Series A Preferred Stock. NCMB, the general partner of NCPIIIB, and NCPIIIB
have shared power to direct the vote and disposition of 1,136,767 shares of
Common Stock and Common Stock issuable upon the conversion of the Series A
Preferred Stock. George A. Needham may be deemed to have shared power to direct
the vote and disposition of (i) the shares of Common Stock owned by Needham &
Co., and the shares of Common Stock owned by Needham & Co., by virtue of his
position in and share ownership of Needham & Co., (ii) the shares of Common
Stock owned directly by NEGP, NCF and NEGPC because he serves as managing
general partner of NMP, the general partner of NEGP, NCF and NEGPC, (iii) the
shares of Common Stock issuable upon the conversion of the Series A Preferred
Stock and Common Stock owned directly by NCPII, NCPIII and NCPIIIA because he
serves as a manager of NCM, the general partner of NCPII, NCPIII and NCPIIIA,
and (iv) the shares of Common Stock issuable upon the conversion of the Series A
Preferred Stock and the Common Stock owned directly by NCPIIB and NCPIIIB
because he serves as a manager of NCMB, the general partner of NCPIIB and
NCPIIIB. Mr. Needham disclaims beneficial ownership of the shares of Common
Stock owned by Needham & Co., NCPII, NCPIIB, NCPIII, NCPIIIA and NCPIIIB.
(c) Except as noted in Item 3 above, the Reporting Persons did not effect
any transactions in the securities of the Company during the past 60 days.
(d) and (e) Not applicable.
-----------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as described in Item 4 above, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 with respect to any
securities of the Company.
-----------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
-----------------------------------------------------------------------------
SIGNATURE
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.
Dated: February 14, 2005
NEEDHAM & COMPANY, INC.
By:
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
--------------------------------------------
George A. Needham
NEEDHAM EMERGING GROWTH PARTNERS, L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CONTRARIAN FUND, L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM EMERGING GROWTH PARTNERS
(CAYMANS), L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM MANAGEMENT PARTNERS, L.P.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II (BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C., its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS IIIA, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III (BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C., its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT, L.L.C.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT (BERMUDA), L.L.C.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
Schedule I
Executive Officers and Directors of Needham & Company, Inc. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM & COMPANY, INC.
------------------- ---------------- ----------------------------
George A. Needham c/o Needham & Company, Inc. Chairman of the Board
445 Park Avenue
New York, New York 10022
John C. Michaelson c/o Needham & Company, Inc. President of Needham Asset
445 Park Avenue Management
New York, New York 10022
John J. Prior, Jr. c/o Needham & Company, Inc. Managing Director, Chief
445 Park Avenue Executive Officer
New York, New York 10022
Chad W. Keck c/o Needham & Company, Inc. Managing Director, Corporate
445 Park Avenue Finance
New York, New York 10022
Warren M. Foss c/o Needham & Company, Inc. Managing Director, Capital
445 Park Avenue Markets
New York, New York 10022
Mark Van Valkenburgh c/o Needham & Company, Inc. Managing Director,
445 Park Avenue Institutional Sales
New York, New York 10022
Sean Dwyer c/o Needham & Company, Inc. Managing Director, Sales &
445 Park Avenue Trading
New York, New York 10022
John Lazo c/o Needham & Company, Inc. Managing Director, OTC &
445 Park Avenue Listed Trading
New York, New York 10022
Theodor J. Kundtz c/o Needham & Company, Inc. Managing Director, Equity
445 Park Avenue Research
New York, New York 10022
Glen W. Albanese c/o Needham & Company, Inc. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
Andre R. Horn c/o Needham & Company, Inc. Chairman Emeritus
445 Park Avenue
New York, New York 10022
Edgar F. Heizer, Jr. c/o Needham & Company, Inc. Director
445 Park Avenue Chairman of the Board of
New York, New York 10022 Heizer Corporation
Eugene R. White c/o Needham & Company, Inc. Director
445 Park Avenue
New York, New York 10022
Joseph H. Reich c/o Needham & Company, Inc. Director
445 Park Avenue Managing General Partner of
New York, New York 10022 Centennial Associates
Schedule I
Needham Management Partners, L.P. is the sole general partner of: (a)
Needham Emerging Growth Partners, L.P., (b) Needham Contrarian Fund, L.P., (c)
Needham Contrarian (AP) Fund, L.P. and (d) Needham Emerging Growth Partners
(Caymans), L.P. Needham Capital Management L.L.C. is the sole general partner of
(a) Needham Capital Partners II, L.P., (b) Needham Capital Partners III, L.P.
and (c) Needham Capital Partners IIIA, L.P. Needham Capital Management (Bermuda)
L.L.C. is the sole general partner of (a) Needham Capital Partners II (Bermuda),
L.P. and (b) Needham Capital Partners III (Bermuda), L.P.
The general partners of Needham Management Partners, L.P. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM & COMPANY, INC.
------------------- ---------------- ----------------------------
George A. Needham c/o Needham & Company, Inc. Chairman of the Board &
445 Park Avenue Chief Executive Officer
New York, New York 10022
John C. Michaelson c/o Needham & Company, Inc. President of Needham Funds
445 Park Avenue
New York, New York 10022
Jane K. Kloppenburg c/o Needham & Company, Inc. Managing Director, Portfolio
445 Park Avenue Manager
New York, New York 10022
Glen W. Albanese c/o Needham & Company, Inc. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
The general partners of Needham Capital Management L.L.C. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM & COMPANY, INC.
------------------- ---------------- ----------------------------
George A. Needham c/o Needham & Company, Inc. Chairman of the Board &
445 Park Avenue Chief Executive Officer
New York, New York 10022
John C. Michaelson c/o Needham & Company, Inc. President of Needham Funds
445 Park Avenue
New York, New York 10022
John J. Prior, Jr. c/o Needham & Company, Inc. Managing Director, Corporate
445 Park Avenue Finance
New York, New York 10022
Thomas P. Shanahan c/o Needham & Company, Inc. Managing Director, Needham
445 Park Avenue Asset Management
New York, New York 10022
Glen W. Albanese c/o Needham & Company, Inc. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
The general partners of Needham Capital Management (Bermuda) L.L.C. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM & COMPANY, INC.
------------------- ---------------- ----------------------------
George A. Needham c/o Needham & Company, Inc. Chairman of the Board &
445 Park Avenue Chief Executive Officer
New York, New York 10022
John C. Michaelson c/o Needham & Company, Inc. President of Needham Funds
445 Park Avenue
New York, New York 10022
John J. Prior, Jr. c/o Needham & Company, Inc. Managing Director, Corporate
445 Park Avenue Finance
New York, New York 10022
Thomas P. Shanahan c/o Needham & Company, Inc. Managing Director, Needham
445 Park Avenue Asset Management
New York, New York 10022
Glen W. Albanese c/o Needham & Company, Inc. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common shares of beneficial
interest, par value $.001 per share, of Southwall Technologies Inc., a Delaware
corporation, and that this Agreement may be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
14th day of February, 2005.
NEEDHAM & COMPANY, INC.
By:
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
--------------------------------------------
George A. Needham
NEEDHAM EMERGING GROWTH PARTNERS, L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CONTRARIAN FUND, L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM EMERGING GROWTH PARTNERS
(CAYMANS), L.P.
By: Needham Management Partners, L.P.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM MANAGEMENT PARTNERS, L.P.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II (BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C., its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS IIIA, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III (BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C., its general partner
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT, L.L.C.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT (BERMUDA), L.L.C.
By:
----------------------------------------
Name: Glen W. Albanese
Title: General Partner