-----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, EWCtllybYLeAgLEPRWWBv9+TrE2Fylv2QbIg1hF3Pc2ZcpiilspLVxp1lG/Q8X0K rMHyrA4Z8d6BcVCb6EKqlw== 0001012975-03-000386.txt : 20031222 0001012975-03-000386.hdr.sgml : 20031222 20031222140928 ACCESSION NUMBER: 0001012975-03-000386 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031218 FILED AS OF DATE: 20031222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM GEORGE A CENTRAL INDEX KEY: 0001215611 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067295 MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067299 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 MANAGEMENT PARTNERS L P CENTRAL INDEX KEY: 0001167211 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067294 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123718300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CONTRARIAN FUND LP CENTRAL INDEX KEY: 0001165292 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067297 BUSINESS ADDRESS: STREET 1: C/O NEEDHAM & CO INC 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 EMERGING GROWTH PARTNERS CAYMANS LP CENTRAL INDEX KEY: 0001271418 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067296 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 EMERGING GROWTH PARTNERS LP CENTRAL INDEX KEY: 0000890847 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 031067298 BUSINESS ADDRESS: STREET 1: C/O NEEDHAM & CO STREET 2: 445 PARK AVE 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0201 3 2003-12-18 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0000767538 NEEDHAM & CO INC 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0000890847 NEEDHAM EMERGING GROWTH PARTNERS LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001165292 NEEDHAM CONTRARIAN FUND LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001271418 NEEDHAM EMERGING GROWTH PARTNERS CAYMANS LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001215611 NEEDHAM GEORGE A C/O NEEDHAM & COMPANY, INC. 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001167211 NEEDHAM MANAGEMENT PARTNERS L P C/O NEEDHAM & COMPANY, INC. 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 Common Stock 737067 D Common Stock 300000 D Common Stock 300000 D Common Stock 100000 D Common Stock 25000 D Common Stock 2000 I By wife Common Stock 1000 I By daughter Common Stock 1000 I By son Common Stock 1000 I By son Warrant (right to buy) 0.01 2003-12-18 2008-12-18 Common Stock 941115 D See attached Exhibit 99.1 for footnote 1. See attached Exhibit 99.1 for footnote 2. See attached Exhibit 99.1 for footnote 3. See attached Exhibit 99.1 footnote 4. See attached Exhibt 99.1 for footnote 5. See attached Exhibit 99.1 for footnote 6. See attached Exhibit 99.1 for footnote 7. See Exhibit 99.2 for Joint Filer Information. /s/ Glen W. Albanese / Chief Financial Officer 2003-12-22 EX-99 3 e1021624exh.txt FOOTNOTES AND JOINT FILER INFORMATION Exhibit 99.1 Footnotes to Form 3: (1) The reported shares are owned directly by Needham & Company, Inc., which is a member of a "group" with Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P., Needham Emerging Growth Partners (Caymans), L.P., Needham Management Partners, L.P. and George A. Needham, for purposes of Section 13(d) of the Exchange Act. George A. Needham may be deemed to beneficially own the reported shares by virtue of his position in and share ownership of Needham & Company, Inc. Mr. Needham disclaims beneficial ownership of all of the reported shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by him of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (2) The reported shares are owned directly by Needham Emerging Growth Partners, L.P. Needham Management Partners, L.P. may be deemed to beneficially own the reported shares because it serves as the general partner of Needham Emerging Growth Partners, L.P. George A. Needham may be deemed to beneficially own the reported shares because he serves as managing general partner of Needham Management Partners, L.P. Needham Management Partners, L.P. and Mr. Needham disclaim beneficial ownership of all of the reported shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by them of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (3) The reported shares are owned directly by Needham Contrarian Fund, L.P. Needham Management Partners, L.P. may be deemed to beneficially own the reported shares because it serves as the general partner of Needham Contrarian Fund, L.P. George A. Needham may be deemed to beneficially own the reported shares because he serves as managing general partner of Needham Management Partners, L.P. Needham Management Partners, L.P. and Mr. Needham disclaim beneficial ownership of all of the reported shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by them of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (4) The reported shares are owned directly by Needham Emerging Growth Partners (Caymans), L.P. Needham Management Partners, L.P. may be deemed to beneficially own the reported shares because it serves as the general partner of Needham Emerging Growth Partners (Caymans), L.P. George A. Needham may be deemed to beneficially own the reported shares because he serves as managing general partner of Needham Management Partners, L.P. Needham Management Partners, L.P. and Mr. Needham disclaim beneficial ownership of all of the reported shares except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by them of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (5) The reported shares are owned directly by George A. Needham. Mr. Needham previously reported the ownership of these shares and the reported shares described in footnotes 1, 2, 3, 4 and 6 of this Form 3 in a Form 3 he filed on July 14, 2003, which Form 3 was amended on November 21, 2003. (6) The reported shares are owned directly by family members of George A. Needham. Mr. Needham disclaims beneficial ownership of all of the reported shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission by him of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (7) The reported warrant is owned by Needham & Company, Inc. George A. Needham may be deemed to beneficially own the reported warrant by virtue of his position in and share ownership of Needham & Company, Inc. Mr. Needham disclaims beneficial ownership of all of the reported warrant except to the extent of his pecuniary interest therein, and the inclusion of this warrant in this report shall not be deemed an admission by him of beneficial ownership of all of the reported warrant for purposes of Section 16 or for any other purpose. Exhibit 99.2 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: December 18, 2003 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: December 18, 2003 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: December 18, 2003 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: December 18, 2003 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: December 18, 2003 Relationship to Issuer: 10% Owner Signature: Needham Management Partners, L.P. By:/s/ Glen W. Albanese ------------------------------- Name: Glen W. Albanese Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----