-----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, ETHCV1GXB8YVu44o7GaE2FmDLSsMdyFtFk5w0JdiZ0SaIyKCfIKy15tAWaBwDNRq 3qgDd5hT1cV5Xuxpntx4hA== 0001015402-04-003549.txt : 20040823 0001015402-04-003549.hdr.sgml : 20040823 20040823141310 ACCESSION NUMBER: 0001015402-04-003549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040816 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040823 DATE AS OF CHANGE: 20040823 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15930 FILM NUMBER: 04991497 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 8-K 1 doc1.txt 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): AUGUST 16, 2004 SOUTHWALL TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporation or organization) 0-15930 94-2551470 (Commission File Number) (I.R.S. Employer Identification No.) 3975 EAST BAYSHORE ROAD, PALO ALTO, CALIFORNIA 94303 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (650) 962-9111 - -------------------------------------------------------------------------------- ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a)(1)(i) On August 16, 2004, PricewaterhouseCoopers LLP ("PwC") was dismissed as the independent registered public accounting firm for Southwall Technologies Inc. (the "Company"). (a)(1)(ii) PwC's reports on the Company's financial statements as of and for the years ended December 31, 2002 and 2003 included an explanatory paragraph regarding uncertainty. This explanatory paragraph noted the Company's incurrence of net losses and negative cash flows from operating activities during each fiscal year and its significant debt service and other contractual obligations at the end of each fiscal year. These factors raised substantial doubt about the Company's ability to continue as a going concern. Other than the explanatory paragraph described in the three preceding sentences, the reports of PwC on the financial statements as of and for the years ended December 31, 2002 and 2003 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (a)(1)(iii) The dismissal of PwC was made with the approval of the audit committee of the board of directors of the Company. (a)(1)(iv) During the years ended December 31, 2002 and 2003 and through August 16, 2004, there were no disagreements between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in its reports on the financial statements of the Company for such years. (a)(1)(v) During the years ended December 31, 2002 and 2003 and through August 16, 2004, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) except that, as detailed in the Company's filings on Form 10-K for the years ended December 31, 2002 and 2003, material weaknesses in the Company's internal control environment were identified. These material weaknesses were caused by a reduction in force that occurred during 2002 and 2003 and related to the inadequacy of review and supervision of the preparation of accounting records and the untimely reconciliation of certain accounts. The audit committee of the Company's board of directors discussed such material weaknesses with PwC. The Company has taken steps to attempt to improve its internal controls and its control environment. The Company has hired a new Corporate Controller, a new Director of Financial Planning and Analysis, a new Senior Cost Accountant, and a new Senior Accountant for the Company's Germany subsidiary; appointed a new Plant Manager for the Company's U.S. manufacturing operations; initiated re-training of personnel on the correct use of the Company's new ERP system; initiated procedures to attempt to ensure all accounts are reconciled and reviewed on a timely basis; and, is in the process of documenting its procedures and reviewing its internal controls to ensure compliance under section 404 of the Sarbanes-Oxley Act. The Company has authorized PwC to respond fully to inquiries of the successor independent accountants concerning such material weaknesses. (a)(2) On August 16, 2004, the Company, with the approval of the audit committee of the board of directors of the Company, engaged Burr, Pilger & Mayer LLP ("BPM") as its new independent accountants. Prior to engaging BPM, the Company did not consult with BPM regarding any matter that was a reportable event or the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, with respect to which a written report or oral advice was provided to the Company that BPM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. (a)(3) The Company has furnished PwC with a copy of the disclosures contained in this report and has requested that PwC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by the Company in Item 4(a)(1). A copy of the PwC letter furnished in response to such request is filed as Exhibit 16.1 to this report. ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 16.1 Letter from PricewaterhouseCoopers LLP addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-K. 99.1 Press Release, dated August 23, 2004, issued by Southwall Technologies Inc. 2 - -------------------------------------------------------------------------------- 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: August 23, 2004 By: /s/ Thomas G. Hood ------------------------------ Thomas G. Hood President and Chief Executive Officer 3 - -------------------------------------------------------------------------------- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------------- ----------------------------------------------------------------- 16.1 Letter from PricewaterhouseCoopers LLP addressed to the Securities and Exchange Commission in accordance with Item 304(a)(3) of Regulation S-K. 99.1 Press Release, dated August 23, 2004, issued by Southwall Technologies Inc. 4 - -------------------------------------------------------------------------------- EX-16.1 2 doc2.txt EXHIBIT 16.1 EXHIBIT 16.1 August 20, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by Southwall Technologies Inc., which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated August 16, 2004. We agree with the statements concerning our Firm in such Form 8-K. However, we make no comment whatsoever as to the description of the steps taken by the Company to improve its internal controls and internal control environment. Very truly yours, PricewaterhouseCoopers LLP EX-99.1 3 doc3.txt EXHIBIT 99.1 [GRAPHIC OMITED] Southwall PRESS RELEASE Technologies ============ 3975 East Bayshore Road Palo Alto, CA 94303 Phone: (650) 962-9111 Contact: Fax: (650) 967-8713 Renate Merredew www.southwall.com Southwall Technologies Phone: (650) 962-9111 EXHIBIT 99.1 For Immediate Release - --------------------- Southwall Technologies Inc. announces Burr, Pilger & Mayer LLP as the Company's Independent Auditor PALO ALTO, CALIFORNIA - AUGUST 23, 2004 - SOUTHWALL TECHNOLOGIES INC. (OTC BB:SWTX.OB), global developer, manufacturer and marketer of thin-film coatings for the electronic display, automotive glass and architectural markets, announced today that it has engaged the services of Burr Pilger and Mayer, LLP (BPM) as the company's independent auditors for the year ending December 31, 2004. Southwall's audit committee approved the appointment of BPM following a review the company's current audit requirements and the qualifications and fees of both BPM and several other accounting firms. BPM will replace PricewaterhouseCoopers effective immediately. "BPM is an excellent choice for a company of our size and with our auditing requirements," said Maury Austin, Southwall's Chief Financial Officer. "PricewaterhouseCoopers has been a great partner to Southwall over the years and I would like to take this opportunity to thank them for their support". For a more detailed description of the company's relationship with PricewaterhouseCoopers, please refer to Southwall's Form 8-K, which was filed with the Securities and Exchange Commission on August 23, 2004. ABOUT SOUTHWALL TECHNOLOGIES INC. Southwall Technologies Inc., designs and produces thin film products 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 sells 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. ### -----END PRIVACY-ENHANCED MESSAGE-----