-----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, Vi/8vqMogmP/lt2sLyXIEsWlnhZgMviG9t9uiV/GkuD2AP7SilbY7mCo0A7flnzw 7c4MUA8xHq926sVd4+xuGA== 0001005477-04-002740.txt : 20040727 0001005477-04-002740.hdr.sgml : 20040727 20040723123711 ACCESSION NUMBER: 0001005477-04-002740 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040223 FILED AS OF DATE: 20040723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM & CO INC CENTRAL INDEX KEY: 0000767538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 04928359 BUSINESS ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 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: 1231 BUSINESS ADDRESS: STREET 1: 1029 CORPORATION WAY CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4159629111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL MANAGMENT LLC CENTRAL INDEX KEY: 0001208854 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 04928357 BUSINESS ADDRESS: STREET 1: NEEDHAM & CO STREET 2: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127050301 MAIL ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL PARTNERS III BERMUDA LP CENTRAL INDEX KEY: 0001271419 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 04928358 BUSINESS ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127053010 MAIL ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC CENTRAL INDEX KEY: 0001271421 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 04928356 BUSINESS ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127053010 MAIL ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 3/A 1 edgar123.xml AMENDMENT TO FORM 3 X0202 3/A 2004-02-23 2004-02-24 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0000767538 NEEDHAM & CO INC 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001271419 NEEDHAM CAPITAL PARTNERS III BERMUDA LP C/O NEEDHAM & COMPANY, INC. 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001208854 NEEDHAM CAPITAL MANAGMENT LLC C/O NEEDHAM & COMPANY, INC. 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001271421 NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC C/O NEEDHAM & COMPANY, INC. 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 2329425 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 326527 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 4077993 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 421156 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 812756 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 THIS IS A CONTINUATION OF THE PREVIOUS FORM 3 AMENDMENT. This Form 3 amendment is filed by Needham & Company, Inc. on behalf of itself and the joint filers identified in the Joint Filer Information set forth in Exhibit 99.2 attached hereto. As more fully explained in the footnotes set forth in Exhibit 99.1, the joint filers are filing this amendment to correct the number of shares of Common Stock of Southwall Technologies, Inc. that may be issued upon the exercise of the reported warrants. Footnotes (1) through (5): See Exhibit 99.1 Exhibit List: 99.1: Footnotes 99.2: Joint Filer Information /s/ Glen W. Albanese 2004-07-21 EX-99 2 e1059990v5.txt FOOTNOTES AND JOINT FILER INFORMATION Exhibit 99.1 ------------ Footnotes to Form 3: (1) The reported warrant is owned directly by Needham Capital Partners II, L.P. The issuance of the warrant was reported in the Form 3 filed by the joint filers on February 24, 2004. Southwall Technologies, Inc. issued the warrant to satisfy anti-dilution rights of Needham Capital Partners II, L.P. Southwall Technologies, Inc. subsequently recalculated the number of shares of Common Stock subject to the warrant with respect to such anti-dilution rights and issued a replacement warrant with the same terms except that the number of shares of Common Stock subject to the warrant was reduced from 2,435,348 shares to 2,329,425 shares. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners II, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose. (2) The reported warrant is owned directly by Needham Capital Partners II (Bermuda), L.P. The issuance of the warrant was reported in the Form 3 filed by the joint filers on February 24, 2004. Southwall Technologies, Inc. issued the warrant to satisfy anti-dilution rights of Needham Capital Partners II (Bermuda), L.P. Southwall Technologies, Inc. subsequently recalculated the number of shares of Common Stock subject to the warrant with respect to such anti-dilution rights and issued a replacement warrant with the same terms except that the number of shares of Common Stock subject to the warrant was reduced from 341,375 shares to 326,527 shares. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners II (Bermuda), L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management (Bermuda) L.L.C. Needham Capital Management, (Bermuda) L.L.C. and Mr. Needham disclaim beneficial ownership of the reported shares underlying the warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose. (3) The reported warrant is owned directly by Needham Capital Partners III, L.P. The issuance of the warrant was reported in the Form 3 filed by the joint filers on February 24, 2004. Southwall Technologies, Inc. issued the warrant to satisfy anti-dilution rights of Needham Capital Partners III, L.P. Southwall Technologies, Inc. subsequently recalculated the number of shares of Common Stock subject to the warrant with respect to such anti-dilution rights and issued a replacement warrant with the same terms except that the number of shares of Common Stock subject to the warrant was reduced from 4,263,427 shares to 4,077,993 shares. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners III, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the shares underlying reported warrant for purposes of Section 16 or for any other purpose. (4) The reported warrant is owned directly by Needham Capital Partners IIIA, L.P. The issuance of the warrant was reported in the Form 3 filed by the joint filers on February 24, 2004. Southwall Technologies, Inc. issued the warrant to satisfy anti-dilution rights of Needham Capital Partners IIIA, L.P. Southwall Technologies, Inc. subsequently recalculated the number of shares of Common Stock subject to the warrant with respect to such anti-dilution rights and issued a replacement warrant with the same terms except that the number of shares of Common Stock subject to the warrant was reduced from 440,307 shares to 421,156 shares. Needham Capital Management L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners IIIA, L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management L.L.C. Needham Capital Management L.L.C. and Mr. Needham disclaim beneficial ownership of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose. (5) The reported warrant is owned directly by Needham Capital Partners III (Bermuda), L.P. The issuance of the warrant was reported in the Form 3 filed by the joint filers on February 24, 2004. Southwall Technologies, Inc. issued the warrant to satisfy anti-dilution rights of Needham Capital Partners III (Bermuda), L.P. Southwall Technologies, Inc. subsequently recalculated the number of shares of Common Stock subject to the warrant with respect to such anti-dilution rights and issued a replacement warrant with the same terms except that the number of shares of Common Stock subject to the warrant was reduced from 849,714 shares to 812,756 shares. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported warrant because it serves as the general partner of Needham Capital Partners III (Bermuda), L.P. George A. Needham may be deemed to beneficially own the reported warrant because he serves as a managing member of Needham Capital Management (Bermuda) L.L.C. Needham Capital Management, (Bermuda) L.L.C. and Mr. Needham disclaim beneficial ownership of all of the shares underlying the reported warrant except to the extent of their pecuniary interest therein, and the inclusion of the warrant in this report shall not be deemed an admission by them of beneficial ownership of the reported warrant for purposes of Section 16 or for any other purpose. Joint Filer Information Name: Needham Emerging Growth Partners, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Emerging Growth Partners, L.P. By: Needham Management Partners, L.P., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: General Partner Joint Filer Information Name: Needham Contrarian Fund, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Contrarian Fund, L.P. By: Needham Management Partners, L.P., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: General Partner Joint Filer Information Name: Needham Emerging Growth Partners (Caymans), L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Emerging Growth Partners (Caymans), L.P. By: Needham Management Partners, L.P., its general partner By: /s/ Glen W. Albanese --------------------------------------- Name: Glen W. Albanese Title: General Partner Joint Filer Information Name: George A. Needham Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: /s/ George A. Needham ---------------------------------------------- George A. Needham Joint Filer Information Name: Needham Management Partners, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Management Partners, L.P. By: /s/ Glen W. Albanese ------------------------------------------- Name: Glen W. Albanese Title: General Partner Joint Filer Information Name: Needham Capital Partners II, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Partners II, L.P. By: Needham Capital Management L.L.C., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Partners II (Bermuda), L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Partners II (Bermuda), L.P. By: Needham Capital Management (Bermuda) L.L.C., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Partners III, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Partners III, L.P. By: Needham Capital Management L.L.C., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Partners IIIA, L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Partners IIIA, L.P. By: Needham Capital Management L.L.C., its general partner By: /s/ Glen W. Albanese -------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Partners III (Bermuda), L.P. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Partners III (Bermuda), L.P. By: Needham Capital Management (Bermuda) L.L.C., its general partner By: /s/ Glen W. Albanese ----------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Management L.L.C. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Management L.L.C. By: /s/ Glen W. Albanese ------------------------------------------- Name: Glen W. Albanese Title: Member Joint Filer Information Name: Needham Capital Management (Bermuda) L.L.C. Address: c/o Needham & Company, Inc. 445 Park Avenue New York, New York 10022 Designated Filer: Needham & Company, Inc. Issuer and Ticker Symbol: Southwall Technologies Inc. (SWTX) Date of Event Requiring Statement: February 23, 2004 Relationship to Issuer: 10% Owner Signature: Needham Capital Management (Bermuda) L.L.C. By: /s/ Glen W. Albanese ------------------------------------------- Name: Glen W. Albanese Title: Member -----END PRIVACY-ENHANCED MESSAGE-----