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0001104659-01-500876.txt : 20010517 0001104659-01-500876.hdr.sgml : 20010517 ACCESSION NUMBER: 0001104659-01-500876 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010401 FILED AS OF DATE: 20010516 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-15930 FILM NUMBER: 1642025 BUSINESS ADDRESS: STREET 1: 1029 CORPORATION WAY CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4159629111 10-Q 1 j0468_10q.htm Prepared by MerrillDirect

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the quarterly period ended April 1, 2001

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

Commission File Number: 0-15930

___________

SOUTHWALL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	94-2551470 (I.R.S. Employer Identification Number)
1029 Corporation Way, Palo Alto, California (Address of principal executive offices)	94303 (Zip Code)

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

___________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

As of May 10, 2001 there were 8,173,543 shares of the Registrant's Common Stock outstanding.

SOUTHWALL TECHNOLOGIES INC.
INDEX

PART I FINANCIAL INFORMATION

Item 1	Financial Statements:
	Unaudited Consolidated Balance Sheets–April 1, 2001 and December 31, 2000
	Unaudited Consolidated Statements of Operations–Three month period ended April 1, 2001 and April 2, 2000
	Unaudited Consolidated Statements of Cash Flows–Three month period ended April 1, 2001 and April 2, 2000
	Notes to Unaudited Consolidated Financial Statements
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3	Quantitative and Qualitative Disclosures about Market Risk
PART II OTHER INFORMATION
Item 1	Legal Proceedings
Item 2	Changes in Securities
Item 3	Defaults Upon Senior Securities
Item 4	Submission of Matters to a Vote of Stockholders
Item 5	Other Information
Item 6	Exhibits and Reports on Form 8-K
	Signatures

PART I FINANCIAL INFORMATION

Item 1–Financial Statements:

SOUTHWALL TECHNOLOGIES INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

	April 1, 2001	December 31, 2000
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$218	$61
Restricted cash	549	1,849
Accounts Receivable, net of allowance for bad debts of $576 and $640	9,638	13,317
Inventories, net	9,277	10,174
Other current assets	2,311	2,008
Total current assets	$21,993	$27,409

Property, plant and equipment, net	48,876	49,884
Other assets	3,180	3,169
Total assets	$74,049	$80,462

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit	$7,306	$8,719
Accounts payable	14,047	16,857
Accrued compensation	1,400	1,915
Other accrued liabilities	5,607	4,551
Government grants advanced (Note 6)	1,007	1,085
Current portion long-term debt (Note 5)	6,276	5,806
Long-term debt reclassified to current (Note 5)	18,943	20,624
Total current liabilities	54,586	59,557

Long-term debt (Note 5)	-	-
Other	761	767
Total liabilities	55,347	60,324
Commitment and Contingencies (Note 8)

Stockholders' equity:
Common stock, $0.001 par value, 20,000 shares authorized; issued and outstanding 7,889 and 7,889	8	8
Capital in excess of par value	51,690	51,764
Less cost of treasury stock, 138 and 166 shares outstanding	(693)	(839)
Notes receivable	(107)	(99)
Other Comprehensive Income
Translation loss on subsidiary	(520)	(151)
Accumulated deficit	(31,676)	(30,545)
Total stockholders' equity	18,702	20,138
Total liabilities and stockholders' equity	$74,049	$80,462

See accompanying notes to consolidated financial statements.

SOUTHWALL TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

		Three Months Ended
		April 1, 2001	April 2, 2000

Net revenues		$17,713	$17,109

Costs and expenses
Cost of sales		14,849	14,783
Research and development		1,425	1,511
Selling, general and administrative		2,656	1,992
Total costs and expenses		18,930	18,286

Income (loss) from operations		(1,217)	(1,177)

Interest (expense), net		(757)	(413)

Other income (expense, net)		864	(57)

Income (loss) before provision for income taxes		(1,110)	(1,647)


Provision for income taxes		21	36

Net income (loss)		($1,131)	($1,683)

Net income (loss) per share:
Basic		($0.15)	($0.22)
Diluted		($0.15)	($0.22)

Weighted average shares of common stock and dilutive common stock equivalents:
Basic	7,743		7,567
Diluted	7,743		7,567

See accompanying notes to consolidated financial statements.

SOUTHWALL TECHNOLOGIES INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Three Months Ended,
	April 1, 2001	April 2, 2000

Cash flows provided by (used in) operating activities:
Net (loss)	($1,131)	($1,683)
Adjustments to reconcile net (loss) to net cash provided by operating activities
Depreciation and amortization	1,382	1,123
Decrease (increase) in accounts receivable, net	3,678	(3,165)
Decrease (increase) in inventories, net	897	(1,843)
Decrease (increase) in other current and non-current assets	(329)	(66)
Increase (decrease) in accounts payable, and accrued liabilities	(2,275)	2,760

Cash provided by (used in) operating activities	2,222	(2,874)

Cash flows from investing activities:

(Increase) decrease in restricted cash	1,300	69
Expenditures for property, plant and equipment and other assets	(360)	(4,280)

Net cash provided by (used in) investing activities	940	(4,211)

Cash flows from financing activities:

Proceeds from borrowings	-	5,795
Principal payments on borrowings	(2,624)	(1,073)
Repayment (net increase) of stockholder's note receivable	(7)	309
Issuance of common stock upon exercise of stock options, net	(74)	-
Issuance (purchase) of treasury stock, net	146	284
Net cash provided by (used in) financing activities	(2,559)	5,315
Foreign exchange fluctuation	(446)	-

Net increase (decrease) in cash and cash equivalents	157	(1,770)
Cash and cash equivalents, beginning of year	61	1,772

Cash and cash equivalents, end of period	$218	$2

See accompanying notes to consolidated financial statements.

SOUTHWALL TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands) (Unaudited)

Note 1–Interim Period Reporting:

While the information presented in the accompanying consolidated financial statements is unaudited, it includes all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the Company's financial position and results of operations, and changes in financial position as of the dates and for the periods indicated.

Certain information and footnote disclosures normally contained in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the financial statements contained in the Company's Form 10-K\A for the year ended December 31, 2000 filed on April 11, 2001. The results of operations for the interim periods presented are not necessarily indicative of the operating results of the full year.

Note 2–Balance Sheet:

Restricted Cash

Restricted cash consists of the unapplied portion of grants received from the German government to co-finance the costs of the construction of the Company's German facility. In the event the Company fails to meet certain conditions related to the grants, the German government has the right to reclaim the grant. (See Note 6)

Inventories, net

Inventories are stated at the lower of cost (determined by the first-in- first-out method) or market. Inventories consisted of the following:

	April 1, 2001	December 31, 2000

Raw Materials	$4,050	$4,394
Work-in-process	4,190	4,799
Finished goods	1,037	981
Total Inventories	$9,277	$10,174

Note 3–Net income (loss) per share:

Basic net income (loss) per share is computed by dividing income available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) for the period. Diluted net income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted earnings per share uses the average market prices during the period. During each of the periods presented there were no differences between the denominators used for calculation of basic and diluted net income (loss) per share. The total amount of the difference in the basic and diluted weighted average shares of common stock and common stock equivalents in the periods when there is net income is attributable to the effect of dilutive stock options. In net loss periods, the basic and diluted weighted average shares of common stock and common stock equivalents are the same because inclusion of stock options would be anti-dilutive. Stock options aggregating 166 thousand shares at April 1, 2001 were not included in the computations of net loss for the first quarter of 2001 because the effect on the calculation would be anti-dilutive.

Note 4–Financing Line of Credit:

The Company has a $10 million receivable financing line of credit with a bank. Availability under the line of credit is based on 80% of the approved account receivable balance and bears a finance fee of 0.88% per month of the average daily account balance outstanding during the settlement period. In connection with the line of credit, the Company has granted the bank, a continuing lien upon and security interest in, and right of set off with respect to all of the Company's rights, title and interest in all accounts receivable, inventory, monies, remittances and fixed assets. There was $7.3 million of borrowings outstanding under this line of credit at April 1, 2001. (See Note 9–Going Concern and Loan Covenants)

Note 5–Long-term debt:

The Company's long-term debt consisted of the following at April 1, 2001:

Description	Rate	Maturity	Balance at April 1, 2001	Annual Principal Amortization	Start Date
Financing Line of Credit			$7,306

Long-term debt
Promissory note dated May 6, 1997	LIBOR +.4375	(1)	10,000	$2,500	May 2001
Sales-leaseback agreement dated July 19, 1999	13.0%	(2)	2,321	711	April 2000
Sales-leaseback agreement dated October 19, 1999	13.0%	(3)	2,446	1,374	March 2000
German bank loan dated May 12, 1999	6.1%	(4)	2,607	223	March 2001
German bank loan dated May 28, 1999	7.1%	(5)	2,185	-	December 2009
German bank loan dated May 28, 1999	3.8%	(6)	1,373	125	March 2001
German bank loan dated December 1, 1999	7.2%	(7)	1,855	52	December 2001
German bank loan dated August 14, 1999	5.8%	(8)	1,475	-	June 2009
German bank loan dated June 29, 2000	5.8%	(9)	492	115	June 2001
German bank loan dated July 20, 2000	7.1%	(10)	447	112	June 2001
Other equipment financings			18	4
Total long-term debt			25,219	5,216
Less current portion			6,276
Less long-term portion-reclassified to current (11)			18,943
Long-Term Debt			($0)

The promissory note dated May 6, 1997 is payable to Sanwa Bank. The note payments are guaranteed by Teijin Limited in Japan (Teijin), a stockholder and supplier of the Company. The Teijin guarantee is collateralized by certain equipment located in the Company's Tempe manufacturing facility and inventory, to the extent necessary to provide 120% net book value coverage of the outstanding loan balance. The interest rate on the loan is re-set semi-annually at LIBOR plus 0.4375% (6.1313% and 7.7856% at April 2, 2000 and April 1, 2001 respectively). The Company is also subject to certain financial covenants. A loan guarantee service fee is payable to Teijin semi-annually on the outstanding balance at the rate of 0.5625%. The note provides for semi-annual payments of interest only during the first four years, followed by semi-annual principal installments plus interest for the remaining three and one half year term. The scheduled principal payments for 2001 are $2.5 million. Teijin also received warrants in 1997 to purchase 158,000 shares of the Company's common stock at $9 per share. These warrants were not exercised and expired on May 30, 2000. At April 1, 2001 the Company was not in compliance with certain of the financial covenants with Teijin, the guarantor, pertaining to this promissory note. The Company received a waiver from Teijin through October 1, 2001. Teijin did not agree to extend the waiver beyond this date. Accordingly, the Company has reclassified the balance from long-term debt to current liabilities in the balance sheet. (See Note 9 - GOING CONCERN AND LOAN COVENANTS)

During 1999, the Company entered into two equipment sale-leaseback agreements with a leasing company ("Lessor"). Because the Company has an option to purchase the equipment at a price to be determined between the Company and the Lessor at the end of the lease period, the sale-leaseback agreements have been treated as financing. One lease agreement has a lease term of three years and the other lease agreement has an initial lease term of two years with an option to extend it for an additional year. At April 1, 2001, the Company had a total of $4.4 outstanding and due under these leases. The leases are collateralized by the leased equipment and certain other production equipment of the Company. The effective interest rate of both leases is approximately 13% per annum and they are repayable over their lease term commencing in May 2000. Additionally, the Company has provided the Lessor an irrevocable standby letter of credit in the amount of $0.5 million to collateralize all of the Company's obligations under these agreements. The letter of credit shall not expire before January 1, 2002. In addition, $1 million of the amounts due from the Lessor was not funded, but will be released upon the Company satisfying certain financial conditions. Due to the uncertainty of compliance with these financial conditions, the Company has classified this amount under non-current "Other Assets." However, the amount payable to the Lessor under the capitalized leases includes the unfunded amount of $1.0 million. (See Note 9—GOING CONCERN AND LOAN COVENANTS)

On May 12, 1999, the Company entered into a loan agreement with a German bank that provides for borrowings up to $2.9 million (DM 6.0 million). Under the terms of this agreement, the funds were used solely for the purpose of capital investment by the German subsidiary. The term of the loan is for a period of 10 years and the principal is repayable in Deutschemarks after the end of one year in 36 quarterly payments. The loan bears interest at 6.125% per annum for the first five years, and will be adjusted to the prevailing rate at the end of the fifth year. At April 1, 2001, the amount due under this bank loan is $2.6 million. (See Note 9 - ADJUSTED CONCERN AND LOAN COVENANTS)

On May 28, 1999, the Company entered into a general loan agreement with a German bank. Under the terms of the loan agreement, funds are available in three tranches, and shall be used solely for the purpose of capital investment by the German subsidiary. The first tranche provides for borrowings of $2.2 million (DM 4.89 million) for a term of twenty years. The principal is repayable after ten years in ten equal, semi-annual payments. The loan bears fixed interest of 7.1% per annum for the first ten years. At April 1, 2001, the amount due is $2.2 million. The second tranche provides for borrowings of $1.5 million (DM 3.35 million) for a term of seven years and the principal is repayable after one year in twelve equal, semi-annual payments. The loan bears fixed interest at 3.75% per annum for the period of seven years. At April 1, 2001, the amount due is $1.4 million. The third tranche, dated December 1, 1999, provides for borrowings of $1.87 million (EURO 2.121 million) for a term of ten years, and the principal is repayable after one year, in thirty six equal quarterly payments. The loan bears fixed interest of 7.15% per annum for the first five years. At April 1, 2001, the amount due is $1.9 million. All of the proceeds from the loans were received during 1999. (See Note 9 - GOING CONCERN AND LOAN COVENANTS)

On August 14, 1999, the Company entered into a loan agreement with a German bank that provides for borrowings up to $1.7 million (DM 3.3 million). Under the terms of this agreement, the funds will be used solely for the purpose of capital investment by the German subsidiary. The principal balance is due in a single payment on June 30, 2009 and bears interest at a rate of 5.75% per annum. The interest is payable quarterly in Deutschemarks. 50% of the loan proceeds are restricted in an escrow account for the duration of the loan period and are classified as non-current "Other Assets." At April 1, 2001, the amount due under this bank loan is $1.5 million (See Note 9 - GOING CONCERN AND LOAN COVENANTS)

On June 29, 2000, the Company entered into a loan agreement with a German bank that provides for borrowings up to $481 (DM 1.0 million). Under the terms of this agreement, the funds will be used solely for the purpose of capital investment by the German subsidiary. The principal balance is repayable in 12 quarterly payments beginning June 2001 and bears interest at a rate of 7.10% per annum. The interest is payable quarterly in Deutschemarks. At April 1, 2001, the amount due under this bank loan is $0.5 million. (See Note 9 - GOING CONCERN AND LOAN COVENANTS)

On July 20, 2000, the Company entered into a loan agreement with a German bank that provides for borrowings up to $480 (EU 511). Under the terms of this agreement, the funds will be used solely for the purpose of capital investment by the German subsidiary. The principal balance is repayable in 12 quarterly payments beginning June 2001 and bears interest at a rate of 7.10% per annum. The interest is payable quarterly in EURO dollars. At April 1, 2001, the amount due under this bank loan is $0.4 million. (See Note 9 - GOING CONCERN AND LOAN COVENANTS)

The preceding German bank loans are collateralized by the production equipment, building and land owned by the German subsidiary.

Other long-term debt consists of capitalized leases related primarily to certain computer equipment used by the Company.

Scheduled principal reductions of long-term debt for the next five years and thereafter, are as follows:

Year	Amount
2001	$5,216
2002	5,607
2003	4,218
2004	3,343
2005	754
Thereafter	6,081
Total	$25,219

The Company incurred total interest expense of $0.80 million and $1.15 million in the first quarter of 2001 and 2000, respectively. Of these amounts, the Company capitalized $0.04 and $0.74 million in the first quarter of 2001 and 2000 respectively as part of the costs related to the construction of new production machines and facilities.

Note 6–Government Grant:

The Company has an agreement to receive a grant award (the "Grant"), which was approved by the State Government of Saxony in Germany (the "Grantor") in May 1999. The agreement provides for investment grants to a maximum amount of $9.9 million (DM 20.3 million). As of April 1, 2001, the Company had received approximately $4.9 million (DM 9.7 million) under this Grant and accounted for the Grant by applying the proceeds received against the cost of the German manufacturing facility. During 2000, the Company also received $1.0 million (DM 2.1 million) in investment allowances from the German government and those proceeds were applied against the cost of the German manufacturing facility. The Company expects to receive an additional $1.0 million in investment allowances from the German government in 2001. Those funds will also be applied against the cost of the German manufacturing facility. Additionally, the Company has received $1.0 million of government grants that have been recorded as an advance until the Company earns the grant through future expenditures. The Company's total investment in the German operations, net of government grants, at April 1, 2001, was DM 32.4 million.

The Grant is subject to the following requirements:

a) The grant is earmarked to co-finance the costs of the construction of a facility to manufacture Heat Mirror XIR® film for the automotive glass industry, located at Grossroehrsdorf, Germany.

b) The construction period for the project is from March 15, 1999 to March 14, 2002.

c) The total investment should be at least $39.2 million (DM 80.3 million).

d) The project must create at least 143 permanent jobs and 7 apprenticeships by March 14, 2002.

In the event that the Company fails to meet the above requirements, the Grantor has the right to reclaim the Grant. The Company does not currently have financing in place to purchase a third machine in Germany and it has postponed the placing of this order until financing can be secured. Presently, the Company can not determine the ultimate total investment that will be made in the German facility and is in the process of reviewing the total investment and timing thereof with the grantor. The Company is unable to determine the outcome of discussions with the Saxony government, and the impact, if any, on the Company's obligations under the grant.

The Company is eligible for additional investment allowances calculated based on the capital investment of $39.2 million (DM 80.3 million) amounting to $3.7 million (DM 7.7 million), subject to European Union regulatory approval.

The investment allowance is subject to the following requirements:

a) The movable and immovable assets which acquisition costs are taken into account in determining the investment allowance shall be employed within the subsidized territory for a period of at least five years following the acquisition or production.

b) The movable assets which acquisition costs are taken into account in determining the increased investment allowance shall remain in a business that is engaged in the processing industry, or in a similar production industry for a period of at least five years following the acquisition or production.

In the event that the Company fails to meet the above requirements, the investment allowance must be paid back with interest.

Note 7–Segment Reporting:

In 1998, the Company adopted Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related Information." SFAS 131 supercedes SFAS 14, "Financial Reporting for Segments of a Business Enterprise" replacing the "industry segment" approach with the "management" approach. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company's reportable segments. SFAS 131 also requires disclosures about products and services, geographic areas, and major customers. The adoption of SFAS 131 did not affect results of operations or financial position or the segments reported in 1997. The Company is organized on the basis of products and services. The Company considers itself to operate in one segment which is in the advanced film coatings. The Company derives revenue from three sources. The total net revenues from the three sources, Electronic Display, Automotive Glass and Architectural product lines, were as follows:

	Three Months Ended
	April 1, 2001	April 2, 2000

Electronic display	$6,724	$8,277
Automotive glass	8,007	4,956
Architectural	2,982	3,876
Total net revenues	$17,713	$17,109

The following is a summary of net revenues by geographic area for the first quarter of 2001 and 2000 respectively.

	Three Months Ended
	April 1, 2001	April 2, 2000
United States	$3,211	$2,846
South America	136	233
Pacific Rim	1,972	2,511
Japan	4,989	6,374
Europe	7,295	5,105
Canada	110	40
Total net revenues	$17,713	$17,109

Note 8–Contingencies:

The company is a defendant in an action filed on April 5, 1996, Four Seasons Solar Products Corp vs. Black & Decker, Bostik, Inc. and Southwall Technologies, Inc., No. 5 CV 1695, pending in the United States District Court for the Eastern District of New York. Plaintiff is a manufacturer of insulated glass units which incorporate the Company's Heat Mirror® film. Plaintiff alleges that a sealant provided by co-defendant is defective, asserts causes of action for breach of contract, unfair competition, and fraudulent concealment, and seeks monetary damages of approximately $36.0 million for past and future replacement costs, loss of customer goodwill, and punitive damages against all defendants. The Company has filed a motion to dismiss. The Court has dismissed the unfair competition and fraudulent concealment claims against the Company. It still has under advisement the Company's motion to dismiss the breach of contract claim. The Company believes the claim to be without merit and will vigorously defend the action, should the breach of contract claim survive the motion to dismiss.

The Company was named a defendant in a class action lawsuit filed on March 9, 1998 by Richard McKernan in the Superior Court of California, County of Santa Clara. The Company has reached a settlement with plaintiffs in the amount of $3.75 million. The entire amount will be funded by Southwall's insurance carrier. That settlement received final approval and statutory approval as a good faith settlement from the Court on February 22, 2001. The insurance carrier has not indicated whether it intends to pursue Southwall for reimbursement of the settlement amount. The defense of the McKernan action is being paid by the Company's insurer.

The Company's German subsidiary is a defendant in a lawsuit filed by one of its suppliers on March 21, 2000 in a German court to seek payment of $0.9 million for engineering services rendered in connection with developing the initial plans for the German facility. The Company issued letters of award to the plaintiff amounting to $0.3 million prior to terminating plaintiff's services for not meeting the Company's expectations. The plaintiff claims fees for services rendered, including the costs of significant modifications and revisions requested by the Company calculated in accordance with the German Federal Schedule of Architects' fees. The plaintiff further alleges that the Company utilized plaintiff's planning work in further developing the plant. The Company believes that the suit is without merit and intends to vigorously defend its position. Although the Company believes that it will prevail, a $0.3 million portion of the claim was accrued as a liability on the December 31, 2000 balance sheet as it is likely that this amount will be awarded to the plaintiff.

In August 2000, the Company, its Chief Executive Officer, Thomas G. Hood, and former Chief Financial Officer, Bill R. Finley, have been named as defendants in seven lawsuits, all filed in the United States District Court for the Northern District of California (Docket Nos: C-00-2792-MMC; C-00-2795-BZ; C-00-2834-SC; C-00-20856-EAI; C-00-3007-EDL; C-00-3027-JCS; and C-00-3079-MMC) (the "Actions") all alleging violations of the federal securities laws. Each of the plaintiffs in the Actions alleges that he purchased shares of the Company's common stock and seeks to represent a class of shareholders who purchased shares during the period April 26, 2000 through August 1, 2000, such dates constituting the period from the Company's release of its financial results for the first quarter of FY 2000, to the date that it issued its press release announcing that it would be restating its financial statements for that quarter. The substantive allegations in each of the Actions are essentially the same, i.e., that the defendants knew, or were reckless in not knowing, that the Company's first quarter financial statements were in error and violated Generally Accepted Accounting Principles, and that as a result the putative class members purchased stock at artificially inflated prices and were damaged. The Company believes the Actions to be wholly without merit. Nonetheless, the Company has engaged in preliminary discussions with the plaintiffs with a view towards possible resolution of the Actions. Unless these discussions result in resolution, the Company intends to defend the claims vigorously.

In October 2000, the Company was served with a complaint entitled Hurd Millwork, Inc. v. Southwall Technologies, Inc., et. al., United States District Court, Northern District of California, Case No. C00-3820 (CRB). Hurd is a manufacturer of insulated glass units which incorporate Heat Mirror® film. Hurd alleges that various failures and deficiencies associated with the insulated glass units give rise to warranty and other consumer claims. Hurd is seeking monetary damages for past and future replacement costs, litigation expenses, and punitive damages. The complaint alleges $32 million in damages and $25 million in restitution. The Company believes Hurd's action to be without merit and intends to strenuously defend against it.

In addition, the Company is involved in certain other legal actions arising in the ordinary course of business. The Company believes, however, that none of these actions, either individually or in the aggregate, will have a material adverse effect on the Company's business or its consolidated financial position or results of operations.

Note 9–Going Concern and Loan Covenants

Loan Covenants

Pursuant to the guaranty, the German bank loans, and lease agreements listed above, and related terms, conditions and covenants the Company requested waivers from Teijin, Limited, the German banks and the leasing company as discussed below, related to the Company's default, or event of default pursuant to these respective agreements or otherwise arising in connection with the Company's requirement to restate prior financial periods, the financial position of the Company reflected in such restated financial statements, the Company's failure to file its Form 10-Q for the second quarter of 2000 in a timely manner and trading halts or other actions taken or threatened to be taken by NASDAQ, or any law suits filed or threatened to be filed in connection with such restatements or late filings.

On September 7, 2000, Teijin provided Southwall with a letter waiving any defaults through October 1, 2001 arising out of the Company's failure to comply with the Minimum Quick Ratio and Maximum Debt-to-Tangible Net Worth financial covenants. Further, Teijin waived any Event of Default related to the Company's requirement to restate prior financial periods, the financial position of the Company to be reflected in such restated financial statements, the Company's failure to file its Form 10-Q for the second quarter of 2000 in a timely manner, any trading halts or other actions taken or threatened by NASDAQ, or any lawsuits filed or threatened in connection with such restatements or late filings or otherwise. Teijin has not agreed to extend this waiver beyond the October 1, 2001 date. As a result, the Company has reclassified the Sanwa Loan, to which this guaranty applies, from long-term to current liabilities in the balance sheet.

The Company received in October, 2000 from the German banks a waiver of the Events of Default pursuant to the agreements but the German banks did not provide a waiver of the Events of Default or any rights it may have with respect to any further material adverse change in the financial condition of the Company resulting from the Events of Default and the German banks have reserved the right to terminate the loan agreements after the third and fourth quarter of 2000 if the expectations relating to turnover and profit as provided by the Company don't occur and provide a cause for termination. The Company cannot currently determine with reasonable certainty whether it will be able to comply with these provisions and accordingly has reclassified these loans from long-term to current liabilities in the balance sheet.

In November, 2000, the Company received from the leasing company for the sale-leaseback agreements dated July 19, 1999 and October 19, 1999 a partial waiver of the Events of Default pursuant to the agreements. However it reserved its right to declare an Event of Default based on the Company's financial condition. Accordingly the Company has reclassified these agreements from long-term to current liabilities in the balance sheet.

Going Concern

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations, has significant current and long-term debt containing certain covenants, with which the Company has not complied, requiring the Company to obtain waivers and to classify, as a current liability, the debt for which waivers have not been obtained. The Company must meet certain commitments for debt service payments that raise substantial doubt about its ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As a result of this uncertainty, the Company may not be able to meet its debt service obligations without additional financing. However, the Company can give no assurances it will be successful in obtaining the required additional financing and cash from operations.

Note 10-Subsequent Events

On April 23, 2001, the Company issued to GMX Associates, a Singapore company, 422,119 restricted shares of the Company's common stock for $1.0 million in cash. Net sales to GMX were $0.7 million and $0.6 million for the quarter ended April 1, 2001 and April 2, 2000 respectively. At April 1, 2001, the Company had a total outstanding accounts receivable with GMX in the amount of $0.6 million.

Item 2–Management's Discussion and Analysis of Financial Condition and Results of Operations:

Except for the historical information contained herein, certain matters discussed in this Form 10-Q Report are forward-looking statements that involve risks and uncertainties, including those discussed below and in the Company's Annual Report on Form 10-K\A. Actual results may differ materially from those projected. These forward-looking statements represent the Company's judgment as of the date of the filing of this Form 10-Q Report. The Company disclaims, however, any intent or obligation to update these forward-looking statements.

General

We are a designer and manufacturer of technologically advanced thin-film coatings that selectively absorb, reflect or transmit light and electromagnetic and infrared emissions. Our products are used in a number of electronic, automotive and building products to enhance optical and thermal performance characteristics, improve user comfort and reduce energy costs. From our founding in 1979 through the early 1990's, we developed and produced thin-film coated substrates primarily for residential and commercial buildings, and for military applications. In the early 1990's, we began to develop products for the electronic display and automotive markets.

In 1996, we realized our first material revenue from the electronic display and automotive markets. For the three months ended April 1, 2001 the automotive sector account for 45% of our revenues, with the electronic display products contributing 38% of our revenues. We expect most of our revenue growth to come from the electronic display and automotive markets.

Several factors affect our gross margins, including manufacturing efficiencies, product mix, product differentiation, inventory management, volume pricing, and the start-up of equipment and new plants. Over the past several years, each of these factors has contributed to margin volatility as we have added new capacity to meet the demand of our electronics and automotive markets.

Three Months Ended April 2, 2000 Compared with Three Months Ended April 1, 2001

Net revenues

Net revenues increased by $0.6 million, or 3.5%, from $17.1 million for the first quarter of 2000 to $17.7 million for the first quarter of 2001. Sales to the Automotive market increased by $3.0 million, or 60.0%, from $5.0 million for the first quarter of 2000 to $8.0 million for the first quarter of 2001. In the first quarter of 2001, the Company realized revenues of $2.0 million from its German operations, which began limited production of commercial product in December 2000. Sales to the Electronic Display market decreased by $1.6 million, or 19.3%, from $8.3 million for the first quarter of 2000 to $6.7 million for the first quarter of 2001. The decrease was the result of a worldwide slowdown in sales of personal computers. Sales to the Architectural market decreased $0.9 million, or 23.1%, from $3.9 million for the first quarter of 2000 to $3.0 million for the first quarter of 2001. The decrease was primarily the result of the loss of a North American manufacturer that represented approximately 6% of the Company’s Heat Mirror sales.

Cost and expenses

Cost of sales. Cost of sales expense consists primarily of materials, production labor and machine overhead. Cost of sales remained essentially flat in the first quarter of 2001, at $14.8 million, when compared to the first quarter of 2000. As a percentage of net revenues, cost of sales decreased from 86.6% of net revenues in the first quarter of 2000, to 83.6% of net revenues in the similar period of 2001. The higher costs in 2000, as a percentage of revenues, was due to greater start-up costs in the Company's Tempe and German operations, and higher display revenues, which yield lower margins as a result of outside processing costs.

Research and development expenses. Research and development spending decreased $0.1 million, or 6.7%, from $1.5 million in the first quarter of 2000 to $1.4 million in the first quarter of 2001. Research and development expenses decreased from 8.8% of net revenues for the first quarter of 2000, to 7.9% of net revenues for the similar period in 2001, principally due to cost control measures introduced by the Company.

Selling, general and administrative expenses. Selling, general and administrative expenses normally consist primarily of corporate and administrative overhead, selling commissions, advertising costs and occupancy costs. These expenses increased $0.7 million, or 35.0%, from $2.0 million in the first quarter of 2000 to $2.7 million in the first quarter of 2001. Selling, general and administrative expenses increased from 11.7% of net revenues for the first quarter of 2000 to 15.3% of net revenues for the similar period of 2001. The increase in the first quarter 2001, over last year, was due to higher personnel costs in the Company’s German operations and higher consulting costs.

Income (loss) from operations

Loss from operations was $1.2 million for the first quarter of 2000 compared to a loss of $1.2 million for the first quarter of 2001 due to profitable operations of the German operations, offset by increased reserves for product returns and doubtful accounts, and severance payments resulting from the reduction in force of the Tempe and Palo Alto operations.

Interest (expense), net

The Company incurred interest expense on borrowings of $0.80 million and $1.15 million in the first quarter of 2001 and 2000, respectively, and capitalized interest incurred in connection with construction in process of $0.04 million and $0.74 million in the first quarter of 2001 and 2000, respectively. The increase in interest expense principally results from completion of construction in process related to the German and Tempe plants in late 2000.

Other income (expense), net

Other income (expense), net includes rental income, interest income, and foreign exchange transaction gains and losses. The Company recorded other income of $0.86 million in the quarter ended April 1, 2001 compared with other expense of $0.06 million in the corresponding 2000 period, principally due to foreign exchange gains. Certain transactions with foreign suppliers are denominated in foreign currencies rather than U.S. dollars. As exchange rates fluctuate relative to the U.S. dollar, exchange gains and losses occur.

Income (loss) before provision for income taxes

The Company reported a pre-tax loss of $1.7 million for the first quarter of 2000, compared to a pre-tax loss of $1.1 million for the corresponding period in 2001 due to the additional revenue generated by the Company's German operations and foreign currency gains. Liquidity and Capital Resources

Capital expenditures

Since 1998, we have used borrowings, German government grants and cash from operations to fund our capital expenditures, and working capital requirements have been funded using lines of credit. During 1999, we invested approximately $24.0 million in capital expenditures, including approximately $13.5 million of progress payments for our new manufacturing facility and first production machine (PM8) in Germany, approximately $7.5 million for two new production machines (PM6 and PM7) and leasehold improvements for our Tempe facility, and approximately $2.5 million for the upgrade of two production machines (PM1 and PM2) in Palo Alto. These investments were financed by $13.6 million of short and long-term debt, $4.9 million in German government grants, $4.5 million of cash from operations, and cash on hand. The German government grants subject us to a number of covenants (See Note 5 to Notes to Consolidated Financial Statements.).

We spent approximately $12.9 million for capital expenditures in 2000, of which $7.0 million represented final progress payments on our two new production machines (PM8 and PM9) in Germany and the completion of our German facility. We financed our capital expenditures in Germany primarily through the receipt of $4.0 million of additional bank loans and $1.0 million of subsidies from the German government and the release of $2.6 million of cash restricted by the German government to use in financing the completion of our German facility. The German government may reclaim the grants if we fail to meet any of the covenants (See Note 5 to Notes of the Consolidated Financial Statements.). In 2000, the Company invested approximately $9.8 million in its German facility including the above described progress payments. We invested an additional $3.1 million in our Tempe and Palo Alto operations for leasehold improvements, computer equipment and improvements on our production machines.

In the first quarter of 2000, our second machine at Tempe (PM6) began to produce limited amounts of film for commercial use. An additional machine (PM7) was delivered to Tempe in the third quarter of 2000. Additionally, we took possession of our new facility in Germany in May 2000, where PM8 was installed in the third quarter and the PM9 installation will be completed in 2001. PM8 commenced production of commercial product in December, and we expect PM9 to commence commercial production in the second quarter of 2001. The remaining installments on the machines will be paid from committed German bank loans. The Company does not currently have financing in place to purchase a third machine in Germany and it has postponed the placing of this order until financing can be secured. Presently, the Company can not determine the ultimate total investment that will be made in the German facility and is in the process of reviewing the total investment and timing thereof with the Saxony government. The Company is unable to determine the outcome of discussions with the Saxony government, and the impact, if any, on the Company's obligations under the grant.

In the first quarter of 2001, the Company spent approximately $0.4 million in capital expenditures, primarily in its German operations. The expenditures were incurred on PM8 and to complete the certification of PM9. In 2001, the Company’s capital expenditures are expected to be less than $4.0 million, and the expenditures will be used to expand production capacity, acquire personal computers for additional employees and upgrade its computer network

Liquidity

Operating activities used $2.9 million during the first quarter of 2000, but generated $2.2 million in net cash during the first quarter of 2001. Included in capital lease obligations on the balance sheets is $1.0 million of proceeds from a sale-leaseback transaction in 1999. This amount was withheld by the lessor and classified in "Other assets", and will not be released until the Company meets certain financial covenants. Furthermore, 50% of the proceeds from a $1.6 million loan from a German bank are restricted in an escrow account for the duration of the loan period and are classified in "Other assets." The Company has reclassified to "Restricted cash" that portion of cash, $0.5 million, that is restricted to payments for the facility in Germany.

The following table sets forth the material terms of our short and long- term indebtedness at April 1, 2001:

Description	Rate	Maturity	Balance at April 1, 2001	Annual Principal Amortization	Start Date
			$7,306

Long-term debt
Promissory note dated May 6, 1997	LIBOR +.4375	(1)	10,000	$2,500	May 2001
Sales-leaseback agreement dated July 19, 1999	13.0%	(2)	2,321	711	April 2000
Sales-leaseback agreement dated October 19, 1999	13.0%	(3)	2,446	1,374	March 2000
German bank loan dated May 12, 1999	6.1%	(4)	2,607	223	March 2001
German bank loan dated May 28, 1999	7.1%	(5)	2,185	-	December 2009
German bank loan dated May 28, 1999	3.8%	(6)	1,373	125	March 2001
German bank loan dated December 1, 1999	7.2%	(7)	1,855	52	December 2001
German bank loan dated August 14, 1999	5.8%	(8)	1,475	-	June 2009
German bank loan dated June 29, 2000	5.8%	(9)	492	115	June 2001
German bank loan dated July 20, 2000	7.1%	(10)	447	112	June 2001
Other equipment financings			18	4
Total long-term debt			25,219	5,216
Less current portion			6,276
Less long-term portion-reclassified to current (11)			18,943
Long-Term Debt			($0)

(1)	We are required to make equal semi-annual repayments from May 2001 through November 2004.
(2)	We are required to make equal monthly principal payments over the 36-month term of this financing.
(3)	We are required to make equal monthly principal payments over the 24-month term of this financing.
(4)	We are required to make equal quarterly principal payments over the 9-year repayment term of this financing starting March 31, 2001.
(5)	We are required to make equal semi-annual principal payments for ten years from December 2009 through June 2019.
(6)	We are required to make semi-annual principal payments for six years from March 2001 through September 2006.
(7)	We are required to make equal quarterly principal payments for nine years from December 2001 through September 2010.
(8)	We are required to make one principal payment on June 2009.
(9)	We are required to make equal quarterly principal payments for three years from April 2001 through June 2005.
(10)	We are required to make equal quarterly principal payments for three years from June 2001 through April 2004.
(11)	Represents the portion of long-term debt that has been reclassified into current liabilities as a result of lenders not granting waivers or failure to meet certain covenants.

We have granted the lender of the financing line of credit a security interest in our receivables, inventory and other assets not otherwise collateralized. Our loans from German banks also subject us to covenants, including covenants relating to the progress of the development of our Dresden facility and the minimum number of our employees at Dresden by 2003. We have granted the German banks security interests in our Dresden facility and the assets located at the facility.

The promissory note dated May 6, 1997 is payable to a bank and guaranteed by Teijin Limited, a stockholder and one of our suppliers. The Teijin guarantee is collateralized by certain equipment in the Company's Tempe manufacturing facility, and our inventory to the extent necessary to cover 120% of the outstanding loan balance based on the net book value of the inventory. The guarantee subjects us to certain financial and other covenants, including covenants relating to our tangible net worth, our debt to tangible net worth, profitability, and the ratio of our cash, cash equivalents and short term investments to our total current liabilities. At December 31, 2000, we were not in compliance with the financial covenants relating to our minimum net worth, the ratio of our debt to equity, the ratio of our cash, cash equivalents and short-term investments to current liabilities, and the requirement that Company be profitable. The Company received a waiver for failure to comply with these covenants through October 1, 2001. Teijin did not extend the waiver. Accordingly, the Company has reclassified the long-term balance from long-term debt to current liabilities in the balance sheet. The Company is obligated to make two principal payments of $1.25 million each in May and November, 2001. The Company will also make principal payments of $2.5 million each in 2002, 2003 and 2004.

We have provided the lessor under our sales-leaseback financings a $0.5 million irrevocable standby letter of credit to collateralize our obligations under the sales-leaseback agreements. The letter of credit will not expire before January 1, 2002. In addition, $1.0 million of the amount to be received from the lessor was withheld pending our meeting certain financial conditions.

Loan Covenants

The Company received in October 2000 from the German banks a waiver of the Events of Default pursuant to the agreements but the German banks did not provide a waiver of the Events of Default or any rights it may have with respect to any further material adverse change in the financial condition of the Company resulting from the Events of Default and the German banks have reserved the right to terminate the loan agreements after the third and fourth quarter of 2000 if the expectations relating to turnover and profit as provided by the Company don't occur and provide a cause for termination. The Company cannot currently determine with reasonable certainty whether it will be able to comply with these provisions and accordingly has reclassified these loans from long-term to current liabilities in the balance sheet.

In November 2000, the Company received from the leasing company for the sale-leaseback agreements dated July 19, 1999 and October 19, 1999 a partial waiver of the Events of Default pursuant to the agreements. However it reserved its right to declare an Event of Default based on the company's financial condition. Accordingly the Company has reclassified these agreements from long-term to current liabilities in the balance sheet.

Going Concern

Item 3–Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, and changes in the market values of its investments.

FINANCING RISK. The Company's exposure to market rate risk for changes in interest rates relates primarily to the Company's term loans which are tied to the London Interbank Offered Rate ("LIBOR") and bank line of credit which is tied to the prime rate. The Company's German subsidiary also has several fixed-rate term loans that are denominated and repayable in Deutschemarks. Fluctuations in interest rates may adversely impact the interest expense expected for the Company. At April 1, 2001, the Company had one loan with a variable interest rate. The effect of a 10% increase in the interest rate for this loan would have an adverse impact of less than ($0.1) million. The effect of interest rate fluctuations on the Company during the first quarter of 2001 was not material.

INVESTMENT RISK. The Company invests its excess cash in certificates of deposit and money market accounts and, by policy, limits the amount of exposure to any one institution. Investments in both fixed rate and floating rate interest earning instruments carries a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.

FOREIGN CURRENCY RISK. International revenues amounted to 82% of the Company's total sales in the first quarter of 2001 and, by policy, the Company limits foreign currency risk by requiring all sales to be denominated in U.S. dollars. Sales from the German subsidiary will likely be denominated in EUROs. Certain purchases of raw materials and services from foreign suppliers are denominated in foreign currencies; the Company does not hedge these transactions. The Company's international business is subject to risks typical of an international business, including, but not limited to differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Accordingly, the Company's future results could be materially adversely impacted by changes in these or other factors.

RISK FACTORS

Our quarterly revenue and operating results are volatile and difficult to predict. If we fail to meet the expectations of public market analysts or investors, the market price of our common stock may decrease significantly.

Our quarterly revenue and operating results have varied significantly in the past and will likely vary significantly in the future. Our revenue and operating results may fall below the expectations of securities analysts or investors in future periods. Our failure to meet these expectations would likely adversely affect the market price of our common stock.

Our quarterly revenue and operating results may vary depending on a number of factors, including:

• manufacturing and operational difficulties that may arise due to, among other things, expansion of our production capacity, the transfer of equipment and personnel to our international manufacturing facility, and the hiring and training of additional staff;

• our possible ability to introduce new products and technologies on a timely basis, and the increased research, development and engineering costs and marketing expenses associated with new product introductions;

• fluctuating customer demand, which is influenced by a number of factors, including general economic conditions in the sputtered thin-film coatings industry, market acceptance of our products and the products of our customers and end-users, changes in the product mix demanded and offered, and the timing, cancellation or delay of customer orders and shipments;

• competition, including the introduction or announcement of new products by competitors, the adoption of competitive technologies by our customers, the addition of new production capacity by competitors and competitive pressures on prices of our products and those of our customers;

• the timing of our recognition of revenues from product orders which can materially affect our operating results on a quarterly basis due to the size of a particular order; and

• obligations to foreign suppliers denominated in foreign currencies, which are not hedged, exposing us to foreign currency fluctuation risk.

Future growth of our business may place a strain on our financial, management and production resources.

In order to grow, we must expand our manufacturing capacity by adding additional production machines, which will place a strain on our financial resources. Unless the Company secures additional financing, it will not be able to expand its manufacturing capacity. We will need to finance a large portion of these future expenditures through external sources, including borrowings. We do not have credit facilities in place to provide this financing. We cannot assure you that we will be able to secure credit facilities or other sources of financing that will address our future capital needs or that such credit facilities will not be on terms less favorable to us than we have budgeted.

In addition, growth of our business will increase the work load and responsibilities of our existing management and require us to expand our management team. We cannot assure you that the present size of our management team will enable us to expand our business or that we will be able to recruit enough experienced managers.

Many of our machines are the only manufacturing sources for certain of our products and are running at or near capacity. We do not have plans to develop redundancy for much of our production capability. Therefore, a breakdown or catastrophic damage to certain machines would severely and adversely affect our business. In addition, it can take up to 12-18 months to replace certain production machines. If our plans to expand our manufacturing capacity are not implemented on a timely basis, we could face production shortfalls. Rapid increases in production levels to meet unanticipated demand could result in higher costs and other expenses. These higher expenditures could lower our profit margins. Further, if production is increased rapidly, there may be decreased manufacturing yields, which may also lower our margins.

We may not be able to bring new machines online effectively in our manufacturing operations to meet increasing capacity requirements.

We expanded our manufacturing capacity through the purchase of two new productions machines for our Tempe facility in 1999, one of which began production in the first quarter of 2000 and the other of which is scheduled to begin production in the second half of 2001. The first machine in our new Dresden manufacturing facility began commercial production in the fourth quarter of 2000. We expect the second machine to begin production in the second quarter of 2001. In the past, we have experienced significant problems during the initial phases of operating a new machine. We have taken substantial write-offs of inventory and incurred substantial expenses in connection with the resolution of these problems. If we encounter similar problems with new machines, our production capability and our operating results will suffer.

Our success will depend on our ability to service our borrowings and maintain credit facilities.

We have financed a large portion of our capital expenditures and working capital requirements through borrowings and expect to continue to do so. Our inability to make timely payments of interest or principal under these facilities could materially adversely affect our ability to borrow money under existing credit facilities or to secure additional borrowings. In addition, our current credit facilities contain, and our future credit facilities will contain, financial and operating covenants that will limit our discretion with respect to business matters. Among other things, these covenants will restrict our ability to incur additional indebtedness, create liens or other encumbrances, and make certain payments including dividends and investments. These credit facilities will also contain financial covenants and events of default that could require us to pay off indebtedness before its scheduled maturity. The restrictions imposed by these credit facilities or the failure of lenders to advance funds under these facilities could adversely affect us. You should read the sections entitled "Loan Covenants"; "Liquidity"; and "Going Concern" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information.

We depend on a small number of customers for a substantial portion of our sales, and the loss of a large customer could hurt our revenues or operating results.

Our ten largest customers accounted for approximately 74%, 69% and 85% of net product sales in 1998, 1999 and 2000, respectively. During 2000, our three largest customers were Mitsubishi Electric Corporation, Sekurit St. Gobain and Samsung, each of which accounted for more than 10% of our net product sales. We expect to continue to derive a significant portion of our net product sales from a relatively small number of customers. Accordingly, the loss of a large customer could materially hurt our business, and the deferral or loss of anticipated orders from a small number of customers could materially damage our revenue and operating results in any period. In addition, we do not have long-term contracts or purchase orders with many of our customers, and customers may cancel their orders, change production quantities from forecast volumes or delay production for any reason.

We depend on our OEM customers for the sale of our products and for information relating to the development of new products.

We sell a substantial portion of our products to a relatively small number of original equipment manufacturers, or OEMs. The timing and amount of sales to these customers ultimately depend on sales levels and shipping schedules for the OEM products into which our products are incorporated. We have no control over the shipping dates or volume of products shipped by our OEM customers, and we cannot be certain that our OEM customers will continue to ship products that incorporate our products at current levels or at all. Failure of our OEM customers to achieve significant sales of products incorporating our products and fluctuations in the timing and volume of such sales could be harmful to our business. Failure of these customers to inform us of changes in their production needs in a timely manner could also hinder our ability to effectively manage our business.

In addition, we rely on our OEM customers to inform us of opportunities to develop new products that serve end-user demands. If our OEM customers do not present us with market opportunities early enough for us to develop products to meet end-user needs in a timely fashion, or if the OEMs fail to anticipate end-user needs at all, we may fail to develop new products or modify our existing products for our end-user markets. In addition, if our OEM customers fail to accurately anticipate end-user demands, we may spend resources on products that are not commercially successful.

We are dependent on key suppliers of materials which may prevent us from delivering product in a timely manner.

We manufacture all of our products using materials procured from third-party suppliers. Certain of these materials are obtained from a limited number of sources. For example, the substrates we use in the manufacture of our Heat Mirror product is only currently available only from one qualified source, Teijin, holder of approximately 8.2% of our common stock. The substrates used in the manufacture of our anti-reflective film is currently available from only two qualified sources, Teijin and Di Nippon Printing. The loss of either of these current sources could adversely affect our ability to meet our scheduled product deliveries to customers. In addition, any interruption in the operations of vendors of certain other materials could also adversely affect our ability to meet our scheduled product deliveries to customers. If we are unable to obtain a sufficient supply of materials from our current sources, we could experience difficulties in obtaining alternative sources quickly or in altering product designs to use alternative materials. In the case of several materials, it takes a great deal of time to qualify new suppliers. Delays or reductions in product shipments could damage our relationships with our customers. Further, a significant increase in the price of one or more of these materials could have a material adverse effect on our operating results.

We are dependent on key suppliers of production machines which may prevent us from delivering an acceptable product on a timely basis.

Our production machines are large, complex and difficult to manufacture. It can take up to a year from the time we order a machine until it is delivered. Following delivery, it can take us, with the assistance of the manufacturer, up to six additional months to test and prepare the machine for commercial production. There are a very limited number of companies that are capable of manufacturing these machines. Our inability in the future to have new production machines manufactured and prepared for commercial production in a timely manner would have a material adverse effect on our business.

We must continue to develop new products or enhance existing products on a timely basis to compete successfully in a rapidly changing marketplace.

The market for thin-film coated glass and coating equipment is characterized by rapid change, especially in the electronic display market. Our future success depends upon our ability to introduce new products, improve existing products and processes to keep pace with technological and market developments, and to address the increasingly sophisticated and demanding needs of our customers. Technological changes, process improvements, or operating improvements that could adversely affect us include:

• the development of new technologies that improve the manufacturing efficiency of our competitors;

• changes in product requirements of our customers;

• changes in the way coatings are applied to alternative substrates such as tetra acetate cellulose, or TAC;

• the development of new materials that improve the performance of thin-film coated glass; and

• improvements in the alternatives to the sputtering technology we use to produce our products,
such as plasma enhanced chemical vapor deposition, or PECVD.

We may not have sufficient funds to devote to research and development, or our research and development efforts may not be successful in developing products in the time, or with the characteristics, necessary to meet customer needs. If we do not adapt to technological changes, or process or operating improvements, our competitive position, operations and prospects would be materially adversely affected.

We face intense competition, which could affect our ability to increase our revenue, maintain our margins and increase our market share.

The market for each of our products is intensely competitive and we expect competition to increase in the future. Competitors vary in size and in the scope and breadth of the products they offer. Many of our current and potential competitors have significantly greater financial, technical, marketing and other resources than we have. In addition, many of our competitors have well-established relationships with our current and potential customers and have extensive knowledge of our industry. Current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs.

Electronic Information Display Market. Competitors in the anti-reflective coatings market include customers who have the capability to use wet coating technology, as well as competitors, who supply sputter coated films similar to those produced by us. One of the largest manufacturers of flat-face computer display tubes, or CDTs, Sony Corporation of Japan, has its own sputter coating film technology which is used to provide anti-reflective characteristics on its own CDTs. Customers' selection of anti-reflective products is driven by quality, price and capacity.

Automotive Glass Market. Solar control products in the automotive OEM market are provided by large, worldwide glass laminators who typically have divisions also selling products to the commercial flat glass industry. Several of these companies, such as PPG, Pilkington PLC, Sekurit St. Gobain, Asahi, Guardian, and Glaverbel, have direct to glass sputtering capability. In the applied film segment of the automotive market, companies such as 3M, Material Sciences Corporation, CP Films, and Courtaulds PLC produce competitive solar control products that are widely accepted in the market.

Residential and Commercial Window Market. Products that provide solar control and energy conservation have been available to this market for almost 20 years. Since our introduction of our Heat Mirror suspended film product in 1979, large glass producers like Guardian, PPG, Viracon, Glaverbel, and Asahi, have produced their own direct-to-glass sputtered products that perform similarly to our Heat Mirror product.

If we fail to recruit and retain a significant number of qualified technical personnel, we may not be able to develop, enhance and introduce our products on a timely basis, and our business will be harmed.

We require the services of a substantial number of qualified technical personnel. The market for skilled technical personnel is characterized by intense competition and aggressive recruiting, as well as a high-level of employee mobility. These characteristics make it particularly difficult for us to attract and retain the qualified technical personnel we require. We have experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate technical qualifications. It is especially difficult to recruit qualified personnel to move to the location of our in Palo Alto, California, offices because of the high-cost of living. If we are unable to recruit and retain a sufficient number of qualified technical employees, we may not be able to complete the development of, or enhance, our products in a timely manner. As a result, our business may be harmed and our operating results may suffer.

We may be unable to attract or retain the other highly skilled employees that are necessary for the success of our business.

In addition to our dependence on our technical personnel, our success also depends on our continuing ability to attract and retain other highly skilled employees. We depend on the continued services of our senior management, particularly Thomas G. Hood, our President and Chief Executive Officer, and Robert Freeman, our Chief Financial Officer, and other personnel. We do not have any key person life insurance covering any officer or employee. Competition for personnel in our industry where we operate is intense. We have experienced, and we expect to continue to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. If we do not succeed in attracting or retaining the necessary personnel, our business could be adversely affected.

Our success depends in part upon our ability to protect our intellectual property, but we may not be able to do so adequately.

Our success depends in large part upon our proprietary technology. We rely on our know-how, as well as a combination of patent, trademark and trade secret protection, to establish and protect our intellectual property rights. In addition, we seek to avoid disclosure of our know-how and trade secrets through a number of means, including requiring those persons with access to our proprietary information to execute nondisclosure agreements with us. We seek to protect our technology, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. We have 28 patents and 6 patent applications pending in the United States that cover materials, processes, products and production equipment. We also have patents and patent applications pending in various foreign countries covering the same technology. Some foreign countries in which we may do business provide significantly less patent and proprietary rights protection than the United States.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Policing unauthorized use of our products is difficult. In addition, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States. Our means of protecting our proprietary rights may not be adequate. In addition, our competitors may independently develop similar technology, duplicate our products, or design around our proprietary intellectual property.

Our business is susceptible to numerous risks associated with international operations.

We have expanded our operations and hired additional personnel to address international markets for the thin-film coatings industry. International revenues amounted to 68%, 77% and 86% of our net revenues during 1998, 1999 and 2000, respectively. The distance between California and Dresden create logistical and communications challenges. In addition, to achieve acceptance in international markets, our products must be modified to handle a variety of factors specific to each international market as well as local regulations. We may also be subject to a number of other risks associated with international business activities. These risks include:

• unexpected changes in and the burdens and costs of compliance with a variety or foreign laws
and regulatory requirements;

• currency exchange rate fluctuations;

• tariffs, export controls and other trade barriers;

• longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

• difficulties in managing and staffing international operations;

• potentially adverse tax consequences, including restrictions on the repatriation of earnings; and

• global economic turbulence and political instability.

Our international sales are currently invoiced and collected in U.S. dollars. A strengthening in the dollar relative to the currencies of those countries in which we do business would increase the prices of our products as stated in those currencies and could hurt our sales in those countries. Significant fluctuations in the exchange rates between the U.S. dollar and foreign currencies could cause us to lower our prices and thus reduce our profitability. These fluctuations could also cause prospective customers to delay orders because of the increased relative cost of our products.

We expect that, within the next twelve months, the customers of our Dresden operation will begin to make payments in EUROs or other foreign currencies. In addition, in the future, other of our customers may also make payments in foreign currencies. Such transactions may require us to begin to hedge foreign currencies in order to reduce the risk to us of fluctuating exchange rates.

Performance, reliability or quality problems with our products may cause our customers to reduce their orders.

We manufacture our electronic display and automobile glass products based on specific, technical requirements of each of our customers. We believe that future orders of our products will depend in part on our ability to maintain the performance, reliability and quality standards required by our customers. If our products have performance, reliability or quality problems, then we may experience:

• delays in collecting accounts receivable;

• reduced orders;

• additional warranty and service expenses; and

• higher manufacturing costs.

We may face costly damages or litigation costs if a third party claims that we infringe its intellectual property.

It is possible that third parties may claim that we or our current or potential future products infringe upon their intellectual property. Any claims, with or without merit, could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could seriously harm our business.

If we fail to comply with environmental regulations, our operations could be suspended.

We use hazardous chemicals in producing our products. As a result, we are subject to a variety of local, state and federal governmental regulations relating to the storage, discharge, handling, emission, generation, manufacture and disposal of toxic or other hazardous substances used to manufacture our products, compliance with which is expensive. Our failure to comply with current or future regulations could result in the imposition of substantial fines on us, suspension of production, alteration of our manufacturing processes or cessation of operations.

We rely on our international and domestic sales representatives, without whom our sales may suffer.

We sell our products in Japan, China and Korea through sales representatives. We also market and sell our Heat Mirror products in North America primarily through sales representatives. These sales representatives could reduce or discontinue sales of our products. They may not devote the resources necessary to provide effective sales and marketing support to us. In addition, we depend upon the continued viability and financial resources of these representatives, many of which are small organizations with limited working capital. These representatives, in turn, depend substantially on general economic conditions and other factors affecting the markets for the products they sell. We believe that our success will continue to depend upon these sales representatives. If some or all of our sales representatives experience financial difficulties, or otherwise become unable or unwilling to promote and sell our products, our business could be harmed.

Our stock price could fluctuate widely in response to various factors, many of which are beyond our control.

The trading price of our common stock may be highly volatile. Our stock price could fluctuate widely in response to factors such as the following:

• actual or anticipated variations in our quarterly revenues or operating results;

• announcements of new products or services by us or our competitors, or new competing technologies;

• our addition or loss of significant customers;

• changes in financial estimates or recommendations by securities analysts;

• announcements by us of significant acquisitions or strategic partnerships;

• additions or departures of our key personnel;

• future equity or debt offerings by us or our announcements of such offerings; and

• general market and economic conditions.

In addition, in recent years the stock markets in general, and the Nasdaq National Market and the market for technology companies in particular, have experienced large price and volume fluctuations. These fluctuations have often been seemingly unrelated or disproportionate to the operating performance of these technology companies. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its stock. As described herein, we are subject to such a stockholder lawsuit (see "Legal Proceedings" Item 3 above). We may in the future be the target of similar litigation. Securities litigation could result in substantial costs or large judgments against us and divert management's attention and resources.

Recent accounting pronouncements

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,"Accounting for Derivatives and Hedging Activities" ("SFAS 133"). SFAS 133 was effective for all fiscal quarters beginning with the quarter ending June 30, 1999. SFAS 133 establishes accounting and reporting standards of derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. In July 1999, the Financial Accounting Standards Board issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133" ("SFAS 137"). SFAS 137 deferred the effective date until the first fiscal quarter for fiscal years beginning after June 15, 2000. The Company has not engaged in hedging activities or invested in derivative instruments.

PART II OTHER INFORMATION

Item 1 Legal Proceedings and Other Matters

Litigation filed against the Company was described under Item 3 in the Company's Form 10-K\A filed on April 11, 2001. Subsequent to such filing, no material developments have occurred with respect to the litigation described therein.

Item 2 Changes in Securities

On April 23, 2001, the Company issued to GMX Associates, a Singapore company, 422,119 restricted shares of the Company’s common stock for $1.0 million in cash in reliance on the exemption to registration provided by Section 4(2) of the Securities Act of 1933 as amended (“the Act”). The securities represented by this transaction have not been registered under the Act, or under the securities laws of any other jurisdictions. The securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Act and the applicable state securities laws, pursuant to registration or exemption therefrom. This investment represents an ownership percentage of 5.2% of the Company.

Item 3 Defaults upon Senior Securities

Not applicable

Item 4 Submission of Matters to a Vote of Stockholders

No matters were submitted to a vote of security holders during the quarter ended April 1, 2001.

Item 5 Other Information

Not applicable

Item 6 Exhibits

(a) Exhibits

Exhibit Item
Number

10 GMX Purchase Agreement

(b) Reports on Form 8-K–None

SIGNATURES

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 thereunto duly authorized.

Dated: May 16, 2001 Southwall Technologies Inc.

	By:	/s/ Thomas G. Hood
		Thomas G. Hood President and Chief Executive Officer

	By:	/s/ Robert R. Freeman
		Robert R. Freeman Sr. Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit	Description

10	GMX Purchase Agreement

EX-10 2 j0468_exh10.htm Prepared by MerrillDirect

EXHIBIT 10

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 20, 2001 by and among Southwall Technologies Inc., a Delaware corporation (the “Company”) and GMX Associates PTE Ltd., a Singapore corporation (“GMX” or the “Investor”).

WHEREAS, the Company supplies GMX with certain film media for distribution to GMX’s customers and GMX distributes such media through sub-distributors, pursuant to the Distribution Agreements between the Company and GMX, dated March 14, 1997, November 17, 1997 and March 1, 2000, and any written amendments thereto executed by the parties to such agreements (all collectively, the “Distribution Agreements”); and

WHEREAS, the Company desires to obtain additional capital investments in order to assist it in providing the Investor with additional supply of distributable media and Investor desires to invest in shares of the Company’s common stock, par value $0.001 per share (the “Shares”) on the terms and conditions set forth in this Agreement for such purpose;

NOW, THEREOFRE, the parties hereby agree as follows:

1. AGREEMENT FOR PURCHASE AND SALE OF SHARES.

Subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to sell to the Investor at the Closing and the Investor hereby agrees to purchase from the Company at the Closing the number of Shares set forth in Exhibit A next to the Investor’s name for the purchase price set forth on Exhibit A.

2. CLOSING.

The purchase and sale of the Shares will take place at the offices of Fenwick & West LLP, 275 Battery Street, 15^th Floor, San Francisco, California, at 11:00 a.m. Pacific Time, on April 28, 2001 or at such other time and place as the Company and Investor mutually agree (which time and place are referred to in this Agreement as the "Closing"). At the Closing, the Company will deliver to the Investor a certificate representing the number of Shares that the Investor has agreed to purchase hereunder against delivery to the Company by the Investor of the full purchase price of such Shares, paid by (i) a check payable to the Company's order, (ii) wire transfer of funds to the Company (which transfer shall be delivered to the Company pursuant to the wire transfer instructions attached hereto as Exhibit B) or (iii) any combination of the foregoing.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company hereby represents and warrants to the Investor that the statements in the following paragraphs of this Section 3 are all true and complete:

3.1 Organization, Good Standing, Corporate Power and Qualification. The Company has been duly incorporated and organized, and is validly existing in good standing, under the laws of the State of Delaware. Each subsidiary of the Company has been duly incorporated and organized, and is validly existing in good standing, under the laws of the jurisdiction under which it is chartered. The Company has the requisite corporate power and authority to enter into and perform this Agreement, and the Company and its subsidiaries have the power to own and operate their respective properties and assets and to carry on their respective businesses as currently conducted and as presently proposed to be conducted. The Company and each of its subsidiaries are duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which such entity is required to be qualified to do business as the Company’s or such subsidiary’s business is currently conducted and as presently proposed to be conducted, as the case may be, except for jurisdictions in which failure to so qualify could not reasonably be expected to have a material adverse effect on the business and operations of the Company and its subsidiaries taken as a whole.

3.2 Capitalization. The capitalization of the Company immediately prior to the Closing consists of the following:

(a) Common Stock. A total of 20,000,000 authorized Shares, of which approximately 7,889,000 shares will be issued and outstanding.

(b) Options, Warrants, Reserved Shares. Except for (i) 2,442,402 Shares reserved for issuance under the Company's 1997 Stock Incentive Plan and the Company’s 1998 Stock Option Plan for Employees and Consultantsunder which, collectively, options to purchase 1,968,060are issued and outstanding, and (ii) 250,000 Shares reserved for issuance under the Company’s 1997 Employee Stock Purchase Plan and the 1998 Employee Stock Purchase Plan, there are no outstanding options, warrants, rights (including conversion or preemptive rights) or agreement for the purchase or acquisition from the Company of any shares of its capital stock or any securities convertible into or ultimately exchangeable or exercisable for any shares of the Company's capital stock.

(c) The outstanding shares of the capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been approved by all requisite stockholder action.

3.3 Due Authorization. All corporate action on the part of the Company’s directors and stockholders necessary for the authorization, execution, delivery of, and the performance of all obligations of the Company under this Agreement has been taken. This Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies.

3.4 Valid Issuance of Stock. The Shares, when paid for and then issued as provided in this Agreement, will be duly authorized and validly issued, fully paid and nonassessable. Based in part on the representations made by the Investor in Section 4 hereof, the offer and sale of the Shares solely to the Investor in accordance with this Agreement are exempt from the registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the "1933 Act"), and the securities registration and qualification requirements of the State of California.

3.5 No Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under (i) any provision of the Certificate of Incorporation or Bylaws of the Company or the charter documentation of any of its subsidiaries, or (ii) any indenture, mortgage, lease, line of credit, contract or other agreement or instrument, permit, concession, franchise, license to which the Company or any of its subsidiaries is a party or by which any of its properties are bound; or (iii) any judgment, order, decree to which the Company or any of its subsidiaries is a party or to which any of its properties is bound, or (iv) any statute, law, ordinance or rule applicable to the Company or any of its subsidiaries or on which the Company’s and its subsidiaries’ business, financial condition, operations or prospects is substantially dependent, in each case in clauses (ii), (iii) or (iv), the breach, violation, default, termination or forfeiture of which would result in a material adverse effect upon the ability of the Company to consummate the transactions contemplated by this Agreement, or a material adverse effect on the Company and its subsidiaries, taken as a whole.

3.6 Company’s SEC filings and financial statements.

(a) The Company has filed all forms, reports, and documents required to be filed by it with the U. S. Securities and Exchange Commission (“SEC”) and has made available to the Investor such forms, reports, and documents in the form filed with the SEC. All such required forms, reports and documents (including those that the Company may file subsequent to the date hereof until the Closing) are referred to herein as the “Company SEC Reports.” As of their respective filing dates, the Company SEC Reports, as amended, complied in all material respects with the requirements of the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. The Company SEC Reports, this Agreement, the exhibits and schedules hereto, and any certificates or documents to be delivered to the Company pursuant to this Agreement, when considered together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) Each of the consolidated financial statements of the Company (including, in each case, the notes thereto), included in or incorporated by reference into the Company SEC Reports after December 31, 2000 (the “Company Financial Statements”), and each Company SEC Report filed after the date hereof until the Closing, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with United States Generally Accepted Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) fairly presented the consolidated financial position of Company and its subsidiaries at the respective dates thereof and the consolidated results of Company’s operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments that will not be material in amount or effect). There has been no change in Company’s accounting policies except as described in the notes to the Company Financial Statements.

4. REPRESENTATIONS OF THE INVESTOR.

The Investor hereby represents and warrants to the Company that the following statements are true and complete:

4.1 Review and Agreements. The Investor has read carefully and understands this Agreement and the Company's Certificate of Incorporation and has consulted the Investor's own attorney, accountant or investment adviser with respect thereto and to the investment contemplated hereby and its suitability for the Investor.

4.2 Access to Information. The Company has made available to the Investor prior to the purchase of any Shares, all documents and information that the Investor has requested including, without limitation, the Company SEC Reports and the books and records of the Company and the opportunity to ask questions of and receive answers from representatives of the Company concerning the investment in the Shares, the business, affairs, operations and finances of the Company and any other matters relevant to this investment. The Investor has reviewed the Company SEC Reports.

4.3 Long-Term Investment. The Investor understands that it must bear the economic risk of its investment for an indefinite period of time; that the Shares have not been registered under the 1933 Act and, therefore, cannot be resold unless they are subsequently registered under the Act or unless an exemption from such registration is available; that the Investor is purchasing the Shares for investment for the account of the Investor and not with a view toward resale or other distribution thereof; that the Investor agrees not to resell or otherwise dispose of all or any part of the Shares purchased by the Investor, except as permitted by law, including, without limitation, any regulations under the Act; that the Company does not have any intention of registering the Shares under the Act (other than as provided in Section 5); and that Rule 144 under the Act will not be available as a basis for exemption from registration of any Shares until at least one year from the Closing.

4.4 Suitability. The Investor has adequate means of providing for the Investor's current needs and personal contingencies and has no need for liquidity in connection with the Investor's purchase of the Shares. The Investor's overall commitment to investments which are not readily marketable is not disproportionate to the net worth of the Investor, and its investment in the Shares will not cause such overall commitment to become excessive. The Investor can afford a complete loss of its investment in the Shares. The Investor has evaluated the risks of purchasing the Shares and has determined that the Shares are a suitable investment for the Investor. The Investor has such knowledge and experience in financial, securities, investments and business matters that the Investor is capable of evaluating the merits and risks of the Investor's purchase of the Shares.

4.5 Residence. For purposes of the application of state securities laws, the Investor is a resident of the jurisdiction listed as such Investor’s address on Exhibit A.

4.6 Legends. It is understood that the certificates evidencing the Shares will bear the legends substantially as set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

The legend above shall be removed by the Company (or its transfer agent) from any certificate evidencing the Shares upon the first to occur of (i) registration of the Shares for resale under the 1933 Act, (ii) resale of the Shares in the reasonable opinion of counsel to the Company in compliance with the requirements for Rule 144 or (iii) upon delivery to the Company of an opinion by counsel, reasonably satisfactory to the Company, that the Shares may be resold pursuant to exemptions from the registration and prospectus delivery requirements of the 1933 Act and the qualification requirements of any applicable state Blue Sky laws.

5. REGISTRATION RIGHTS.

5.1 Definitions. For purposes of this Section 5:

(a) Registration . The terms “register,” “registration” and “registered” refer to a registration effected by preparing and filing a registration statement in compliance with the 1933 Act, and the declaration or ordering of effectiveness of such registration statement.

(b) Registrable Securities. The term “Registrable Securities” means: (i) all the shares of Common Stock of the Company that are now owned or may hereafter be acquired by any Investor or any holder of Shares who is its permitted successor and assign; and (ii) any shares of Common Stock of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, all such shares of Common Stock described in clause (i) of this subsection (b); excluding in all cases, however, any such securities of the Company sold by a person in a transaction in which rights under this Section 5 are not assigned in accordance with this Agreement or any such securities of the Company sold to the public or sold pursuant to Rule 144 promulgated under the 1933 Act.

(c) Registrable Securities Then Outstanding. The number of shares of “Registrable Securities then outstanding” shall mean the number of shares of Common Stock which are Registrable Securities that are then (i) issued and outstanding or (ii) issuable pursuant to the exercise or conversion of then outstanding and then exercisable and qualifying options, warrants or convertible securities.

(d) Holder. The term “Holder” means any person owning of record Registrable Securities or any assignee of record of such Registrable Securities to whom rights set forth herein have been duly assigned in accordance with this Agreement.

(e) Form S-3. The term “Form S-3” means such form under the 1933 Act as is in effect on the date hereof or any successor registration form under the 1933 Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

5.2 Demand Registration.

(a) Request by Holders. If at any time following the expiration of ten months after the Closing and at such time the Company is not eligible to register shares on Form S-3, the Company shall receive a written request from the Holders of all of the Registrable Securities then outstanding that the Company file a registration statement under the 1933 Act covering the registration of Registrable Securities pursuant to this Section 5.2, then the Company shall, within 20 days after the receipt of such written request, give written notice of such request (the “Request Notice”) to all Holders, and effect, as soon as practicable, the registration under the 1933 Act of all Registrable Securities which Holders request to be registered and included in such registration by written notice given by such Holders to the Company within 30 days after receipt of the Request Notice, subject only to the limitations of this Section 5.

(b) Underwriting . If the Holders initiating the registration request under this Section 5.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 5.2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company shall not be required to include any securities of any Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company and enters into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 5.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities to be sold for the account of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration.

(c) Maximum Number of Demand Registrations. The Company is obligated to effect only one such registration pursuant to this Section 5.2. An offering shall not be deemed a registration pursuant to this Section 5.2 if less than 75% of the Registrable Securities requested to be included therein were not so included.

(d) Deferral . Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the filing of a registration statement pursuant to this Section 5.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing or the effectiveness of the registration statement for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve month period.

(e) Expenses . All expenses incurred in connection with a registration pursuant to this Section 5.2, including without limitation all registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (but excluding underwriters’ or brokers’ discounts and commissions) shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 5.2 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it is declared effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 5.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree to forfeit their right to one demand registration pursuant to this Section 5.2 (in which case such right shall be forfeited by all Holders of Registrable Securities); provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their demand registration rights pursuant to this Section 5.2.

(b) Underwriting . If a registration statement under which the Company gives notice under this Section 5.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 5.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second to Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the number of Registrable Securities each such Holder has requested to be included in the registration, and third to other holders of the Company’s securities, provided however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that: (i) the number of Registrable Securities included in any such registration is not reduced below 50% percent of the Registrable Securities requested to be included in the registration; and (ii) all shares (other than those to be sold by the Company for its account) that are not Registrable Securities and are held by persons other than the Holders shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice, given in accordance with Section 10.5 hereof, to the Company and the underwriter, delivered at least 20 days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c) Expenses . All expenses incurred in connection with a registration pursuant to this Section 5.3, including, without limitation, all registration and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (but excluding underwriters’ or brokers’ discounts and commissions) shall be borne by the Company. Each Holder participating in a registration pursuant to this Section 5.3 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

5.4 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of at least 50% of Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will do the following:

(a) Notice . Promptly give written notice of the proposed registration and the Holder’s or Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities.

(b) Registration . Use commercially reasonable efforts to effect as soon as practicable such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 20 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 5.4:

(i) if Form S-3 is not available for such offering;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $300,000;

(iv) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve-month period for a period of not more than 60 days after receipt of the request of the Holder or Holders under this Section 5.4;

(v) if the Company has, within the six-month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 5.4; or

(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) Expenses . Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered pursuant to this Section 5.4 as soon as practicable after receipt of the request or requests of the Holders for such registration. The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 5.4, (excluding underwriters’ or brokers’ discounts and commissions), including without limitation all filing, registration and qualification, printers’ and accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder or Holders and counsel for the Company. Each Holder participating in a registration pursuant to this Section 5.4 shall bear such Holder’s proportionate share (based on the number of shares sold by such Holder over the total number of shares included in such registration at the time it goes effective) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering.

(d) Not Demand Registration. Form S-3 registrations shall not be deemed to be demand registrations as described in Section 5.2 above.

5.5 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 90 days.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d) Use reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting hereby agrees also to enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective: (1) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (2) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

5.6 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 5.2, 5.3 or 5.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

5.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 5.

5.8 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 5.2, 5.3 or 5.4:

(a) By the Company. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as defined in the 1933 Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the 1933 Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, the “Violations” and, individually, a “Violation”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or

(ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or

(iii) any violation or alleged violation by the Company of the 1933 Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement.

The Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, within three months after a request for reimbursement has been received by the Company, in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection 5.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

(b) By Selling Holders. To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the 1933 Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the 1933 Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the 1933 Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration. Each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; within three months after a request for reimbursement has been received by the indemnifying Holder, provided, however, that the indemnity agreement contained in this subsection 5.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); and provided further, that the total amounts payable in indemnity by a Holder under this subsection 5.8(b) in respect of all Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

(c) Notice . Promptly after receipt by an indemnified party under this Section 5.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.8, deliver to the indemnifying party a written notice of the commencement thereof. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.8.

(d) Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 1933 Act.

(e) Contribution . If the indemnification provided for in this Section 5.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by such indemnified party with respect to such loss, liability, claim, damage or expense in the proportion that is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In any such case, (i) no such Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (ii) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(f) Conflict with Underwriting Agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement will control.

(g) Survival . The obligations of the Company and Holders under this Section 5.8 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

5.9 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Registrable Securities to the public without registration, so long as the Company is subject to the reporting requirements of the Exchange Act, the Company agrees to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the 1933 Act;

(b) Use reasonable, diligent efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Exchange Act; and

(c) So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the 1933 Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

5.10 Termination of the Company’s Obligations. The Company shall have no obligations pursuant to Sections 5.2 through 5.4 with respect to: (a) any request or requests for registration made by any Holder on a date more than five years after the Closing; or (b) any Registrable Securities proposed to be sold by a Holder in a registration pursuant to Section 5.2, 5.3 or 5.4 if all such Registrable Securities proposed to be sold by a Holder may be sold in a three-month period without registration under the 1933 Act pursuant to Rule 144.

5.11 Assignment of Registration Rights. The registration rights of a Holder under this Section 5 may be assigned only to a party who acquires at least 50,000 shares (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and the like) of Registrable Securities; provided, however that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights are being assigned and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of Sections 5 and 10 of this Agreement. Assignments may be made without the Company’s consent and without the assignee’s obtaining the minimum number of shares of Registrable Securities set forth above if the assignment is to a partner, affiliate, stockholder, parent, child or spouse of the Holder or to the Holder’s estate.

6. USE OF PROCEEDS.

The parties acknowledge that the Company’s undertaking to use and actual use of the proceeds of the Shares sold at the Closing as provided in this Section 6 is essential to the Investor’s willingness to enter into and perform its obligations under this Agreement to acquire the Shares. The Company hereby agrees to use proceeds from the sale of the Shares pursuant to this Agreement in part, to fulfill purchase orders placed under the Distribution Agreements, under the terms of such purchase orders accepted by the Company, including without limitation, terms as to the quantities, the quality, and the time for delivery specified under such purchase orders, and for general corporate and working capital purposes, including, without limitation, the repayment of indebtedness. The Company shall continue to use commercially reasonable efforts to accept reasonable purchase orders in accordance with the Distribution Agreement. The Company also agrees that, in consideration of Investor’s purchase of the Shares hereunder, the time for payment of sums due under outstanding invoices and invoices hereafter issued under the Distribution Agreement shall be 60 days from the date of such invoice or such other period as the parties may hereafter agree in writing.

7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares for a period of one year after the Closing. If in any material respect such representations, warranties or information shall not be true and accurate at any time through the Closing, the person making the representation will promptly give written notice of such fact to the other parties to the Agreement, specifying which of the representations, warranties or information is not true and accurate and the reasons thereof (it being understood that any representation or warranty that speaks as of a particular date shall not be deemed untrue or inaccurate as a result of changes thereto that occur after the date as of such representation or warranty speaks).

8. CONDITIONS TO INVESTOR'S OBLIGATIONS AT CLOSING.

The obligations of the Investor under Section 2 of this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions, which may be given by written, oral or telephone communication to the Company, its counsel or to counsel to the Investor:

8.1 Representations and Warranties True. Each of the representations and warranties of the Company contained in Section 3 shall be true and complete on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

8.2 Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.

8.3 Compliance Certificate. The Company shall have delivered to the Investor at the Closing a certificate signed on its behalf by its President, Chief Executive Officer, or Chief Financial Officer certifying that the conditions specified in Sections 8.1 and 8.2 have been fulfilled and stating that there shall have been no material adverse change in the business, financial condition, or assets of the Company not previously disclosed to the Investor in writing.

8.4 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Investor and to the Investor's counsel, the Investor shall have received all such counterpart originals and certified or other copies of such documents as it may reasonably request. Such documents shall include (but not be limited to) the following:

(a) Certified Charter Documents. A copy of the Certificate of Incorporation and the Bylaws of the Company (as amended through the date of the Closing), certified by the Secretary of the Company as true and correct copies thereof as of the Closing.

(b) Corporate Actions. A copy of the resolutions of the Board of Directors authorizing the transactions contemplated by this Agreement, including the issuance of the Shares and the grant of registration rights therefor as provided in Section 5.

8.5 No Material Change. financial condition, or assets of the Company and its subsidiaries taken as a whole, since the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC on or about April 9, 2001.

9. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING.

The obligations of the Company to the Investor under this Agreement are subject to the fulfillment or waiver on or before the Closing of each of the following conditions by such Investor which may be given by written, oral or telephone communication to the Company or its counsel:

9.1 Representations and Warranties. The representations and warranties of the Investor contained in Section 4 shall be true and complete on the date of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

9.2 Payment of Purchase Price. The Investor shall have delivered to the Company in accordance with the provisions of Section 2 the purchase price for the Investor’s Shares referred to in Section 1.

9.3 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Company and to the Company's legal counsel, and the Company shall have received all such counterpart originals and certified or other copies of such documents as it may reasonably request.

10. GENERAL.

10.1 Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

10.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws.

10.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement.

10.4 Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to "sections" and "exhibits" will mean "sections" and "exhibits" to this Agreement.

10.5 Notices. Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) one business day after transmission by facsimile, addressed to the other party at its facsimile number specified herein, with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile;(iii) one business day after deposit with an express overnight courier for United States deliveries and three business days after deposit with an express courier for deliveries outside the United States, with proof of delivery from the courier requested in either case; or (iv) three business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent only by facsimile or by express courier. Notices by facsimile shall be machine verified as received. All notices not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number as follows, or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other parties hereto as follows:

(a) if to the Investor, at the Investor's address as set forth next to the Investor’s name on Exhibit A, with a copy to:

Fenwick & West LLP
275 Battery Street, 15^th Floor
San Francisco, CA 94110
Telephone: 415-875-2300
Facsimile: 415-281-1350
Attn: Mark Porter

(b) if to the Company at:

Southwall Technologies Inc.
1029 Corporation Way
Palo Alto, CA 94303
Telephone: 650-962-9111
Facsimile: 650-967-8313
Attn: President

with a copy to:

Choate, Hall & Stewart
Exchange Place
53 State Street
Boston, MA 02109
Telephone: 617-248-2133
Facsimile: 617-248-4000
Attn: James W. Hackett, Jr.

10.6 Amendments and Waivers. Before the Closing, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor. After the Closing, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least 75% of the aggregate number of Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this Section shall be binding upon each Holder of any Shares, each future Holder of such securities, and the Company. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

10.7 Entire Agreement. This Agreement and the documents referred to herein, together with all the Exhibits hereto, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

10.8 Third Parties. With the exception of the provisions of Section 5 hereof with regard to permitted successors or assigns of the registration rights of Registrable Securities (which permitted successors and assigns are intended beneficiaries of the provisions of Section 5 hereof) nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

10.9 Costs And Attorneys' Fees. In the event that any action, suit or other proceeding is instituted concerning or arising out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party's costs and attorneys' fees incurred in each such action, suit or other proceeding.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed this Stock Purchase Agreement as of the day and year first set forth above.


THE COMPANY:	SOUTHWALL TECHNOLOGIES INC.

	By
	Its:

THE INVESTOR:

GMX:	GMX ASSOCIATES PTE LTD.

	By
	Andrew Kwan, Director

EXHIBIT A

PURCHASE PRICE AND INVESTOR ADDRESSES

Investor	Purchase Price	Shares of Common Stock
GMX ASSOCIATES PTE LTD.	US $1,000,000.00	422,119
PSB Science Park Annex 3 Science Park Drive #0-2-16 Singapore 18223 Telephone: 65-774-7077 Facsimile: 65-774-7377

EXHIBIT B

COMPANY WIRE TRANSFER INSTRUCTIONS\

Sanwa Bank California

ABA No.: 122003516

For Credit to:

          Southwall Technologies Inc.
          Account No.: 515311059
          Attention: Takao Matsuda (415-597-5378)