SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* NEEDHAM & CO INC (Last) (First) (Middle) 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/23/2004	3. Issuer Name and Ticker or Trading Symbol SOUTHWALL TECHNOLOGIES INC /DE/ [ SWTX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	737,067(1)	D
Common Stock	300,000(2)	D
Common Stock	300,000(3)	D
Common Stock	100,000(4)	D
Common Stock	30,000(5)	D
Common Stock	2,000(6)	I	By wife
Common Stock	1,000(6)	I	By daughter
Common Stock	1,000(6)	I	By son
Common Stock	1,000(6)	I	By son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	12/18/2003	12/18/2008	Common Stock	941,115(7)	$0.01	D
Warrant (right to buy)	02/20/2004	02/20/2009	Common Stock	2,435,348(8)	$0.01	D
Warrant (right to buy)	02/20/2004	02/20/2009	Common Stock	341,375(9)	$0.01	D
Warrant (right to buy)	02/20/2004	02/20/2009	Common Stock	4,263,427(10)	$0.01	D
Warrant (right to buy)	02/20/2004	02/20/2009	Common Stock	440,307(11)	$0.01	D
Warrant (right to buy)	02/20/2004	02/20/2009	Common Stock	849,714(12)	$0.01	D
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	877,058(8)	$1	D
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	122,942(9)	$1	D
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	1,535,416(10)	$1	D
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	158,571(11)	$1	D
10% Convertible Note due 2009	02/20/2004	02/20/2009	Common Stock	306,013(12)	$1	D

1. Name and Address of Reporting Person* NEEDHAM & CO INC (Last) (First) (Middle) 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL PARTNERS III BERMUDA LP (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL MANAGMENT LLC (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC (Last) (First) (Middle) C/O NEEDHAM & CO 445 PARK AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

8. See Exhibit 99.1

9. See Exhibit 99.1

10. See Exhibit 99.1

11. See Exhibit 99.1

12. See Exhibit 99.1

Remarks:

CONTINUATION OF PREVIOUS FORM 3. This Form 3 is filed on behalf of joint filers identified in the footnotes to this Form 3 set forth in Exhibit 99.1 attached hereto and the Joint Filer Information set forth in Exhibit 99.2 attached hereto. This Form 3 incorporates information contained in a Form 3 filed by certain of the joint filers on December 22, 2003 (as amended on December 23, 2003). Exhibit List: 99.1: Footnotes 99.2: Joint Filer Information

	/s/ Glen W. Albanese, Chief Financial Officer	02/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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