8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 12, 2003

Southwall Technologies Inc.

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(Exact name of registrant as specified in its charter)

Delaware

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(State of incorporation or organization)

0-15930 94-2551470

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(Commission File Number) (I.R.S. Employer

Identification No.)

3975 East Bayshore Road, Palo Alto, California 94303

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(Address of Principal Executive Office) (Zip Code)

Registrant's telephone number, including area code: (650) 962-9111

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Item 5. Other Events.

On December 15, 2003, Southwall Technologies Inc. (`Southwall') issued a press release announcing that it had entered into an extension to the letter agreement dated November 11, 2003 between Southwall and Needham & Company, Inc. (`Needham'). The letter agreement outlines the principal elements of a proposed bank guarantee and equity financing package with Needham or its affiliates. The letter agreement, which was due to expire on November 30, 2003 if definitive agreements for the financing were not entered into by that date, was extended to December 5, 2003 pursuant to a letter amendment signed on November 26, 2003, was further extended to December 12, 2003 pursuant to a letter amendment signed on December 5, 2003, and has been further extended to December 19, 2003 pursuant to a letter amendment signed on December 12, 2003 while the parties work to complete negotiation of the definitive agreements.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1 Press Release, dated December 15, 2003, issued by Southwall Technologies Inc.

99.2 Extension to letter agreement, dated December 12, 2003, between Southwall and Needham & Company, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SOUTHWALL TECHNOLOGIES INC.

Date: December 15, 2003 By: /s/ Thomas G. Hood____________

Thomas G. Hood

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
No. Description

99.1 Press Release, dated December 15, 2003, issued by Southwall Technologies Inc.

99.2 Extension to letter agreement, dated December 12, 2003, between Southwall and Needham & Company, Inc.

EX-99

Exhibit 99.1

PRESS RELEASE

3975 East Bayshore Road

Palo Alto, CA 94303

Phone: (650) 962-9111

Fax: (650) 967-8713

www.southwall.com

Contacts:

Thomas G. Hood, President and CEO

thood@southwall.com

Michael E. Seifert, Sr. Vice President and CFO

mseifert@southwall.com

DRAFT

Southwall Announces Extension

to Letter Agreement with Needham & Company

PALO ALTO, Calif. -December 15, 2003--Southwall Technologies Inc. (Nasdaq:SWTX), a global developer, manufacturer and marketer of thin-film coatings for the automotive glass, electronic display and architectural markets, today announced that it has entered into an extension of the letter agreement dated November 11, 2003 with Needham & Company, Inc. The letter agreement outlines the principal elements of a proposed bank guarantee and equity financing package with Needham or its affiliates of up to $5 million. The letter agreement, which was due to expire on November 30, 2003 if definitive agreements for the financing were not entered into by that date, and was previously extended to December 12, 2003, has been further extended to December 19, 2003, while the parties work to complete negotiation of the definitive agreements.

About Southwall Technologies Inc.

Southwall Technologies Inc. designs and produces thin-film coatings that selectively absorb, reflect or transmit light. Southwall products are used in a number of automotive, electronic display and architectural glass products to enhance optical and thermal performance characteristics, improve user comfort and reduce energy costs. Southwall is an ISO 9001:2000-certified manufacturer and exports advanced thin-film coatings to over 25 countries around the world. Southwall's customers include Audi, BMW, DaimlerChrysler, Hewlett-Packard, Mitsubishi Electric, Mitsui Chemicals, Peugeot-Citroen, Pilkington, Renault, Saint-Gobain SEKURIT, and Volvo.

About Needham & Company

Needham & Company, Inc., a leading U.S. investment banking, securities and asset management firm focused primarily on serving emerging growth industries and their investors. Further information is available at www.needhamco.com.

This press release may contain forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995), including, without limitation, statements regarding the company's expectations, beliefs, intentions, or strategies regarding the future. All forward-looking statements in this press release are based on information available to the company on the date hereof, and the company assumes no obligation to update any such forward- looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presented. These risks include the possibility that Southwall and Needham will not enter into definitive agreements, that the terms of the definitive agreements will be materially different from those described in the letter agreement, that Needham will not be satisfied with its due diligence review of the company, that the conditions for Needham's obligations to provide one or more of the guarantees or to buy some or all of the company's preferred stock will not be satisfied or that such guarantees will otherwise not be provided or that such shares will otherwise not be purchased, that the company's lenders, landlords, lessors, vendors, or other creditors will not agree to amendments of their arrangements with the company that are satisfactory to Needham or at all, that the guarantees and the proceeds from the stock sales described herein will not be sufficient to allow Southwall to meet its obligations or otherwise remain liquid, that the company will default under its credit facility, that the company will not receive an exemption from the Nasdaq National Market stockholder approval requirements, that Southwall's common stock may be voluntarily or involuntarily removed from listing on the Nasdaq National Market, that the company will not reach agreement with its new chairman of the board and that he will not accept such a position, that the company's circumstances will trigger defaults under one or more of its borrowing arrangements, and that the transactions contemplated in this release will have a material adverse effect on the trading price of Southwall's common stock, as well as risks associated with the company's failure to meet covenants under credit facilities and strains on its liquidity. Further risks are detailed in the company's filings with the Securities and Exchange Commission, including those set forth in the company's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 31, 2003, as amended by an Annual Report on Form 10-K/A filed on April 9, 2003, its Quarterly Report on Form 10-Q for the quarters ended March 30, 2003, June 29, 2003 and September 28, 2003, which were filed on May 14, 2003, August 14, 2003 and November 17, 2003 (as amended by the Quarterly Report on Form 10-Q/A filed on November 19, 2003), respectively, its Current Report on Form 8-K, which was filed on November 12, 2003 (as amended by the Current Report on Form 8-K/A filed on November 12, 2003), its Current Report on Form 8-K, which was filed on December 9, 2003, and its Current Report on Form 8-K, which will be filed on December 15, 2003.

EX-99

Exhibit 99.2

Needham & Company, Inc.

December 12, 2003

Southwall Technologies Inc.

3975 East Bayshore Road

Palo Alto, California 94304

Attn.: Mr. Thomas G. Hood, President

Ladies and Gentlemen:

Reference is made to that certain letter agreement dated November 11, 2003 (as amended by letters dated November 26, 2003 and December 5, 2003, the `Letter Agreement'), between Southwall Technologies Inc. (`Southwall') and Needham & Company, Inc. (`Needham'), with respect to a proposed extension of credit to and equity financing in Southwall by Needham.

Southwall and Needham agree that the Letter Agreement be and hereby is amended to change the date in Section 6 of thereof (`Definitive Agreements') from `December 12, 2003' to `December 19, 2003.' Except to the extent amended hereby, the provisions of the Letter Agreement shall be unaffected hereby and shall continue in full force and effect.

Please indicate your agreement hereto by signing below.

Very truly yours,

Needham & Company, Inc.

By: ________________________________

Name:

Title:

Agreed to and accepted by:

Southwall Technologies Inc.

By: ________________________________

Name:

Title: