-----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, D9Dqrgc0cNuAQaV+jrSUb71uZm9lQ5Nw+0InYow6IGjxEwaR9D/7q5L5x2bwYdVU NvdF1y0q5BlLfb/wwBZJRA== 0000919574-07-002060.txt : 20070418 0000919574-07-002060.hdr.sgml : 20070418 20070418150114 ACCESSION NUMBER: 0000919574-07-002060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060823 FILED AS OF DATE: 20070418 DATE AS OF CHANGE: 20070418 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: 07773266 BUSINESS ADDRESS: BUSINESS PHONE: 212-371-8300 MAIL ADDRESS: STREET 1: C/O NEEDHAM & COMPANY, LLC STREET 2: 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 & CO LLC CENTRAL INDEX KEY: 0000767538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 07773267 BUSINESS ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-705-0311 MAIL ADDRESS: STREET 1: 445 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: NEEDHAM & CO INC DATE OF NAME CHANGE: 19850502 4 1 p762946_ex.xml X0202 4 2006-08-23 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0000767538 NEEDHAM & CO LLC 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001215611 NEEDHAM GEORGE A C/O NEEDHAM & COMPANY, LLC 445 PARK AVE NEW YORK NY 10022 0 0 1 0 Common Stock 2006-08-23 4 J 0 2009807 D 0 D Common Stock 2006-08-23 4 J 0 2009807 D 0 I Footnote 3 Common Stock 2006-08-23 4 J 0 0 A 2009807 I Footnote 4 Common Stock 35000 D Common Stock 2304511 I Footnote 6 Common Stock 323035 I Footnote 7 Common Stock 4034378 I Footnote 8 Common Stock 416652 I Footnote 9 Common Stock 804063 I Footnote 10 Common Stock 700000 I Footnote 11 On August 23, 2006, as a result of a corporate restructuring, Needham & Company, LLC transferred all of its shares of common stock of Southwall Technology Inc. to its affiliate, The Needham Group, Inc., for no consideration. The reported shares were owned by Needham & Company, LLC, which was a member of a "group" with Needham Capital Partners III, L.P., Needham Capital Partners II (Bermuda), L.P., Needham Capital Partners IIIA, L.P., Needham Capital Partners III (Bermuda), L.P., Needham Capital Partners II, L.P. and George A. Needham, for purposes of Section 13(d) of the Exchange Act. George A. Needham may be deemed to have beneficially owned the reported shares by virtue of his position at Needham & Company, LLC and had investment discretion and voting authority with respect to the shares of Southwall Technology 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. The reported shares are owned by The Needham Group, Inc. George A. Needham may be deemed to beneficially own the reported shares by virtue of his position at The Needham Group, Inc. and has investment discretion and voting authority with respect to the shares of Southwall Technology 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. The reported shares are owned directly by George A Needham. The reported shares are owned directly by Needham Capital Partners II, L.P. ("NCPII"). George A. Needham may be deemed to beneficially own the reported shares because he serves as a managing member of NCPII's general partner. Mr. Needham disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by him 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. ("NCPIIB"). George A. Needham may be deemed to beneficially own the reported shares because he serves as a managing member of NCPIIB's general partner. Mr. Needham disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by him 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. ("NCPIII"). George A. Needham may be deemed to beneficially own the reported shares because he serves as a managing member of NCPIII's general partner. Mr. Needham disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by him 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. ("NCPIIIA"). George A. Needham may be deemed to beneficially own the reported shares because he serves as a managing member of NCPIIIA's general partner. Mr. Needham disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by him 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 (Bermuda), L.P. NCPIIIB"). George A. Needham may be deemed to beneficially own the reported shares because he serves as a managing member of NCPIIIB's general partner. Mr. Needham disclaims beneficial ownership of all of the shares except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission by him of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. The reported shares are held in the accounts of certain private investment partnerships over which Needham Investment Management, L.L.C. ("NIM") serves as general partner of those private investment partnerships. As such, NIM may be deemed to have beneficial ownership of the reported shares. George A. Needham may be deemed to be the beneficial owner of the reported shares by virtue of his position as a member of NIM. Such reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Needham & Company, LLC, By: /s/ Glen W. Albanese, Managing Director 2007-04-17 /s/ George A. Needham 2007-04-17 -----END PRIVACY-ENHANCED MESSAGE-----