0001209191-11-051843.txt : 20111017 0001209191-11-051843.hdr.sgml : 20111017 20111017171455 ACCESSION NUMBER: 0001209191-11-051843 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111006 FILED AS OF DATE: 20111017 DATE AS OF CHANGE: 20111017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWALL TECHNOLOGIES INC /DE/ CENTRAL INDEX KEY: 0000813619 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 942551470 STATE OF INCORPORATION: DE FISCAL YEAR END: 0314 BUSINESS ADDRESS: STREET 1: 1029 CORPORATION WAY CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4159629111 MAIL ADDRESS: STREET 1: 1029 CORPORATION WAY CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35116 FILM NUMBER: 111144248 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER NAME: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 3 1 c23365_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2011-10-06 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0001043382 SOLUTIA INC 575 MARYVILLE CENTRE DRIVE P.O. BOX 66760 ST. LOUIS MO 63166-6760 0 0 1 0 Common Stock 0 I See footnote Common Stock 27509 D On October 6, 2011, Solutia Inc., a Delaware corporation ("Parent"), Backbone Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and Southwall Technologies Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Parent has agreed to cause Purchaser to commence a tender offer to acquire all of the shares of the Company's common stock for a purchase price of $13.60 per share in cash. Parent and Purchaser may be deemed to have shared voting power of 62.9% (4,694,780 shares) of the Company's outstanding common stock pursuant to the Tender and Support Agreements (the "Support Agreements"), dated as of October 6, 2011, by and among Parent, Purchaser, the Company and certain stockholders of the Company. See the Schedule 13D filed by Parent on October 17, 2011. Neither Parent nor Purchaser has any pecuniary interest in any shares of common stock of the Company covered by the Support Agreements and each expressly disclaims beneficial ownership of any such shares. Parent acquired 27,509 shares of the Company's common stock in open market purchases on or prior to May 28, 1999 using cash on hand. Paul J. Berra, III, Senior Vice President, Legal and Governmental Affairs and General Counsel 2011-10-17 D. John Srivisal, Vice President 2011-10-17