Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lxz380BeTArNe19Woylu4e6EqdvVYR5j1EH+O8dt1l4oTibFp99D6a20f+C4Xh3v g7sOZyViY5c+6XZgIxgGrw== 0001193125-05-025108.txt : 20050210 0001193125-05-025108.hdr.sgml : 20050210 20050210161040 ACCESSION NUMBER: 0001193125-05-025108 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 GROUP MEMBERS: AUSTIN VENTURES VIII, L.P. ("AV VIII") GROUP MEMBERS: AV PARTNERS VII, L.P. GROUP MEMBERS: AV PARTNERS VIII, L.P. GROUP MEMBERS: BLAINE F. WESNER GROUP MEMBERS: CHRISTOPHER A. PACITTI GROUP MEMBERS: EDWARD E. OLKKOLA GROUP MEMBERS: JOHN D. THORNTON GROUP MEMBERS: JOSEPH C. ARAGONA GROUP MEMBERS: KENNETH P. DEANGELIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAKTEK HOLDINGS INC CENTRAL INDEX KEY: 0000866830 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 562354935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80399 FILM NUMBER: 05593133 BUSINESS ADDRESS: STREET 1: 8900 SHOAL CREEK BLVD SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78757 BUSINESS PHONE: 5124549531 MAIL ADDRESS: STREET 1: 8900 SHOAL CREEK BLVD SUITE 125 CITY: AUSTIN STATE: TX ZIP: 78757 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTIN VENTURES VII LP CENTRAL INDEX KEY: 0001218338 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 WEST SIXTH STREET STREET 2: SUITE 2300 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124851900 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No )*

Staktek Holdings, Inc.

(Name of Issuer)

Common Shares, par value $.001

(Title of Class of Securities)

85256P 10 6

(CUSIP Number)

February 10, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d - 1(b)

¨ Rule 13d - 1(c)

x 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.

(Continued on following pages)

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 (“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. 85256P 10 6		SCHEDULE 13G		Page 2 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Austin Ventures VII, L.P. (“AV VII”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

18,186,278 common shares, except that AV Partners VII, L.P. (“AVP

VII”), the general partner of AV VII, may be deemed to have sole

power to vote these shares, and Joseph C. Aragona (“Aragona”),

Kenneth P. DeAngelis (“DeAngelis”), Edward E. Olkkola

(“Olkkola”), John D. Thornton (“Thornton”) and Blaine F. Wesner

(“Wesner”), the general partners of AVP VII, may be deemed to have

shared power to vote these shares.

6 SHARED VOTING POWER

See response to Row 5.

7 SOLE DISPOSITIVE POWER

18,186,278 common shares, except that AVP VII, the general partner

of AV VII, may be deemed to have sole power to dispose of these

shares, and Aragona, DeAngelis, Olkkola, Thornton and Wesner, the

general partners of AVP VII, may be deemed to have shared power to

dispose of these shares.

8 SHARED DISPOSITIVE POWER

See response to Row 7.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,186,278
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 35.9⁽¹⁾
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 3 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AV Partners VII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

18,186,278 common shares, all of which are directly owned by AV

VII. AVP VII, the general partner of AV VII, may be deemed to have

sole power to vote these shares, and Aragona, DeAngelis, Olkkola,

Thornton and Wesner, the general partners of AVP VII, may be

deemed to have shared power to vote these shares.

6 SHARED VOTING POWER

See response to Row 5.

7 SOLE DISPOSITIVE POWER

18,186,278 common shares, all of which are directly owned by AV

VII. AVP VII, the general partner of AV VII, may be deemed to have

sole power to dispose of these shares, and Aragona, DeAngelis,

Olkkola, Thornton and Wesner, the general partners of AVP VII,

may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER

See response to Row 7.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,186,278
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 35.9⁽¹⁾
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 4 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Austin Ventures VIII, L.P. (“AV VIII”)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

18,295,721 common shares, except that AV Partners VIII, L.P.

(“AVP VIII”), the general partner of AV VIII, may be deemed to

have sole power to vote these shares, and Aragona, DeAngelis,

Olkkola, Christopher A. Pacitti (“Pacitti”), Thornton and Wesner, the

general partners of AVP VIII, may be deemed to have shared power

to vote these shares.

6 SHARED VOTING POWER

See response to Row 5.

7 SOLE DISPOSITIVE POWER

18,295,721 common shares, except that AVP VIII, the general

partner of AV VIII, may be deemed to have sole power to dispose of

these shares, and Aragona, DeAngelis, Olkkola, Pacitti, Thornton and

Wesner, the general partners of AVP VIII, may be deemed to have

shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER

See response to Row 7.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,295,721
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.1⁽¹⁾
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 5 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AV Partners VIII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

18,295,721 common shares, all of which are directly owned by AV

VIII. AVP VIII, the general partner of AV VIII may be deemed to

have sole power to vote these shares, and Aragona, DeAngelis,

Pacitti, Olkkola, Thornton and Wesner, the general partners of AVP

VIII, may be deemed to have shared power to vote these shares.

6 SHARED VOTING POWER

See response to Row 5.

7 SOLE DISPOSITIVE POWER

18,295,721 common shares, all of which are directly owned by AV

VIII. AVP VIII, the general partner of AV VIII may be deemed to

have sole power to vote these shares, and Aragona, DeAngelis,

Pacitti, Olkkola, Thornton and Wesner, the general partners of AVP

VIII, may be deemed to have shared power to dispose of these shares.

8 SHARED DISPOSITIVE POWER

See response to Row 7.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,295,721
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.1⁽¹⁾
12	TYPE OF REPORTING PERSON* PN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 6 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph C. Aragona
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Aragona

is a general partner of (i) AVP VII, the general partner of AV VII and

(ii) AVP VIII, the general partner of AV VIII, and may be deemed to

have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Aragona

is a general partner of (i) AVP VII, the general partner of AV VII and

(ii) AVP VIII, the general partner of AV VIII, and may be deemed to

have shared power to dispose of these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,481,999
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 72.0⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 7 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth P. DeAngelis
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII.

DeAngelis is a general partner of (i) AVP VII, the general partner of

AV VII and (ii) of AVP VIII, the general partner of AV VIII, and

may be deemed to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII.

DeAngelis is a general partner of (i) AVP VII, the general partner of

AV VII and (ii) AVP VIII, the general partner of AV VIII, and may

be deemed to have shared power to dispose of these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,481,999
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 72.0⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 8 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Edward E. Olkkola
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Olkkola is

a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Olkkola is

a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to dispose of these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,481,999
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 72.0⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 9 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John D. Thornton
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Thornton

is a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Thornton

is a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to dispose of these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,481,999
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 72.0⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 10 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Blaine F. Wesner
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Wesner is

a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to vote these shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

36,481,999 common shares, of which 18,186,278 are directly owned

by AV VII and 18,295,721 are directly owned by AV VIII. Wesner is

a general partner of (i) AVP VII, the general partner of AV VII and

(ii) of AVP VIII, the general partner of AV VIII, and may be deemed

to have shared power to dispose of these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,481,999
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 72.0⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 11 of 20


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christopher A. Pacitti
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER

18,295,721 common shares, all of which are directly owned by AV

VIII. Pacitti is a general partner of AVP VIII, the general partner of

AV VIII, and may be deemed to have shared power to vote these

shares.

7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER

18,295,721 common shares, all of which are directly owned by AV

VIII. Pacitti is a general partner of AVP VIII, the general partner of

AV VIII, and may be deemed to have shared power to dispose of

these shares.


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,295,721
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.1⁽¹⁾
12	TYPE OF REPORTING PERSON* IN

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

⁽¹⁾	Based upon 50,650,489 Common Shares outstanding as of December 31, 2004.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 12 of 20

Item 1

(a)

Name of Issuer:

Staktek Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

8900 Shoal Creek Boulevard

Austin, Texas 78757

Item 2

(a)

Name of Person Filing:

This Schedule is filed by Austin Ventures VII, L.P., a Delaware limited partnership (“AV VII”), AV Partners VII, L.P., a Delaware limited partnership (“AVP VII”), Austin Ventures VIII, L.P., a Delaware limited partnership (“AV VIII”), AV Partners VIII, L.P., a Delaware limited partnership (“AVP VIII”), Joseph C. Aragona (“Aragona”), Kenneth P. DeAngelis (“DeAngelis”), Edward E. Olkkola (“Olkkola”), John D. Thornton (“Thornton”), Blaine F. Wesner (“Wesner”), and Christopher A. Pacitti (“Pacitti”). Aragona, DeAngelis, Olkkola, Thornton, and Wesner are the general partners of AVP VII. Aragona, DeAngelis, Olkkola, Thornton, Wesner, and Pacitti are the general partners of AVP VIII. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

AVP VII, the general partner of AV VII, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AV VII. Aragona, DeAngelis, Olkkola, Thornton, and Wesner are general partners of AVP VII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AV VII.

AVP VIII, the general partner of AV VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AV VIII. Aragona, DeAngelis, Olkkola, Thornton, Wesner, and Pacitti are general partners of AVP VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AV VIII.

(b)

Address of Principal Business Office, or, if none, Residence:

300 West 6th Street

Suite 2300

Austin, Texas 78701-3902

(c)

Citizenship:

AV VII, AVP VII, AV VIII and AVP VIII are Delaware limited partnerships. Aragona, DeAngelis, Olkkola, Thornton, Wesner , and Pacitti are United States citizens.

(d)

Title of Class of Securities:

Common Stock, par value $0.001

(e)

CUSIP Number:

85256P 10 6

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 13 of 20



Item 4.	Ownership:

	The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2004:

	(a)	Amount beneficially owned:

		See Row 9 of cover page for each Reporting Person.

	(b)	Percent of class:

		See Row 11 of cover page for each Reporting Person.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			See Row 5 of cover page for each Reporting Person.

		(ii)	Shared power to vote or to direct the vote:

			See Row 6 of cover page for each Reporting Person.

		(iii)	Sole power to dispose or to direct the disposition of:

			See Row 7 of cover page for each Reporting Person.

		(iv)	Shared power to dispose or to direct the disposition of:

			See Row 8 of cover page for each Reporting Person.

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: ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	Under certain circumstances set forth in the limited partnership agreements of AV VII, AVP VII, AV VIII, and AVP VIII, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.

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:

	Not Applicable.


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 14 of 20

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.

Date: February 10, 2005


AUSTIN VENTURES VII, L.P. By AV Partners VII, L.P. Its General Partner		/s/ Kevin Kunz Signature Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AUSTIN VENTURES VIII, L.P. By: AV Partners VIII, L.P. Its General Partner		/s/ Kevin Kunz Signature Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AV PARTNERS VII, L.P.		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AV PARTNERS VIII, L.P.		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 15 of 20


JOSEPH C. ARAGONA		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

KENNETH P. DeANGELIS		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

EDWARD E. OLKKOLA		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

CHRISTOPHER A. PACITTI		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

JOHN D. THORNTON		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 16 of 20


BLAINE F. WESNER		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 17 of 20

EXHIBIT INDEX


Exhibit		Description
A		Agreement of Joint Filing

B		Reference to Kevin Kunz as Attorney-In-Fact

EX-99.A 2 dex99a.htm AGREEMENT OF JOINT FILING Agreement of Joint Filing


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 18 of 20

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Staktek Holdings, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Dated: February 10, 2005


AUSTIN VENTURES VII, L.P. By AV Partners VII, L.P. Its General Partner		/s/ Kevin Kunz Signature Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AUSTIN VENTURES VIII, L.P. By: AV Partners VIII, L.P. Its General Partner		/s/ Kevin Kunz Signature Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AV PARTNERS VII, L.P.		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

AV PARTNERS VIII, L.P.		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

JOSEPH C. ARAGONA		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

KENNETH P. DeANGELIS		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 19 of 20


EDWARD E. OLKKOLA		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

CHRISTOPHER A. PACITTI		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

JOHN D. THORNTON		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

BLAINE F. WESNER		/s/ Kevin Kunz
		Signature
		Kevin Kunz

		Chief Financial Officer/Attorney-In-Fact

EX-99.B 3 dex99b.htm REFERENCE TO KEVIN KUNZ AS ATTORNEY-IN-FACT Reference to Kevin Kunz as Attorney-In-Fact


CUSIP NO. 85256P 10 6		SCHEDULE 13G		Page 20 of 20

EXHIBIT B

REFERENCE TO KEVIN KUNZ AS ATTORNEY-IN-FACT

Kevin Kunz has signed the enclosed documents as Attorney-In-Fact. Copies of the applicable Powers of Attorney were previously filed as exhibits to the Forms 3 filed by each of the Reporting Persons with respect to their Staktek Holdings, Inc. shares on February 5, 2004 and are incorporated by reference herein.

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