-----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, JdwAxHkLNbeqcT66+fsBoTE93wK1aso2m7lBtjRYdI1n4A6ktFWnRxJUI0uicHe8 vLdmeA9g4VN4y1MAOEsedQ== 0000919574-05-000014.txt : 20050105 0000919574-05-000014.hdr.sgml : 20050105 20050105181422 ACCESSION NUMBER: 0000919574-05-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL PARTNERS II BERMUDA L P CENTRAL INDEX KEY: 0001280465 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514015 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL PARTNERS II L P CENTRAL INDEX KEY: 0001280466 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514011 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM GEORGE A CENTRAL INDEX KEY: 0001215611 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514010 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 MAIL ADDRESS: STREET 1: 1029 CORPORATION WAY CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NEEDHAM CAPITAL MANAGMENT LLC CENTRAL INDEX KEY: 0001208854 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514017 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514012 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514014 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 PARTNERS III LP CENTRAL INDEX KEY: 0001130539 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514016 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 PARTNERS IIIA LP CENTRAL INDEX KEY: 0001130544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 05514013 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 NEEDHAMN & CO STREET 2: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 p538213_ex.xml X0202 4 2004-12-31 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0001208854 NEEDHAM CAPITAL MANAGMENT LLC 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001130539 NEEDHAM CAPITAL PARTNERS III LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001280465 NEEDHAM CAPITAL PARTNERS II BERMUDA L P 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001271421 NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001130544 NEEDHAM CAPITAL PARTNERS IIIA LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001271419 NEEDHAM CAPITAL PARTNERS III BERMUDA LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001280466 NEEDHAM CAPITAL PARTNERS II L P 445 PARK AVENUE NEW YORK NY 10022 0 0 1 0 0001215611 NEEDHAM GEORGE A 445 PARK AVE NEW YORK NY 10022 0 0 1 0 Convertible Note 1.00 2004-12-31 4 C 0 877058 1 D Series A Preferred Stock 953557 0 D Convertible Note 1.00 2004-12-31 4 C 0 122942 1 D Series A Preferred Stock 133665 0 D Convertible Note 1.00 2004-12-31 4 C 0 1535416 1 D Series A Preferred Stock 1669339 0 D Convertible Note 1.00 2004-12-31 4 C 0 158571 1 D Series A Preferred Stock 173402 0 D Convertible Note 1.00 2004-12-31 4 C 0 306013 1 D Series A Preferred Stock 332704 0 D On December 31, 2004, Needham Capital Partners II, L.P., Needham Capital Partners II (Bermuda), L.P., Needham Capital Partners III, L.P., Needham Capital Partners IIIA, L.P. and Needham Capital Partners III (Bermuda), L.P. elected to convert all outstanding principal of, and accrued but unpaid interest on, their secured convertible promissory notes of Southwall Technologies Inc. (the "Company") into shares of Company's Series A 10% Cumulative Preferred Stock. The secured convertible promissory notes by their terms were convertible at the option of the holders into Series A 10% Cumulative Preferred Stock at a rate of one share for each $1.00 of principal or interest converted. The reported shares are owned directly by Needham Capital Partners III (Bermuda), L.P. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported shares 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 shares 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 except to the extent of their pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by them of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The reported shares are owned directly by Needham Capital Partners II, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported shares 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 shares 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 except to the extent of their pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by them of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The reported shares are owned directly by Needham Capital Partners II (Bermuda), L.P. Needham Capital Management (Bermuda) L.L.C. may be deemed to beneficially own the reported shares 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 shares 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 except to the extent of their pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by them of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The reported shares are owned directly by Needham Capital Partners III, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported shares 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 shares 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 except to the extent of their pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by them of beneficial ownership of the shares for purposes of Section 16 or for any other purpose. The reported shares are owned directly by Needham Capital Partners IIIA, L.P. Needham Capital Management L.L.C. may be deemed to beneficially own the reported shares 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 shares 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 except to the extent of their pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by them of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The convertible promissory notes of the Company were presently exercisable and the Series A 10% Cumulative Preferred Stock of the Company remains presently exercisable. The Company's secured convertible promissory notes did not have an expiration date for conversion. Similarily, the Company's Series A 10% Cumulative Preferred Stock does not have an expiration date for conversion. Needham Capital Management L.L.C. By: /s/ Glen W. Albanese, Member 2005-01-05 Needham Capital Partners III, L.P., By: Needham Capital Management L.L.C., its general partner, By: /s/ Glen W. Albanese 2005-01-05 Needham Capital Partners II (Bermuda), L.P., By: Needham Capital Management (Bermuda) L.L.C., its general partner, By: /s/ Glen W. Albanese, Member 2005-01-05 Needham Capital Management (Bermuda) L.L.C., By: /s/ Glen W. Albanese, Member 2005-01-05 Needham Capital Partners IIIA, L.P., By: Needham Capital Management L.L.C., its general partner, By: /s/ Glen W. Albanese, Member 2005-01-05 Needham Capital Partners III (Bermuda), L.P., By: Needham Capital Management (Bermuda) L.L.C., its general partner, By: /s/ Glen W. Albanese, Member 2005-01-05 Needham Capital Partners II, L.P., By: Needham Capital Management L.L.C., its general partner, By: /s/ Glen W. Albanese, Member 2005-01-05 /s/ George A. Needham 2005-01-05 -----END PRIVACY-ENHANCED MESSAGE-----