8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 14, 2011

SOUTHWALL TECHNOLOGIES INC.

(Exact Name Of Registrant As Specified In Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

0-15930	94-2551470
(Commission File Number)	(I.R.S. Employer Identification No.)

3788 Fabian Way, Palo Alto, CA	94303
(Address of Principal Executive Offices)	(Zip Code)

(650) 962-9111

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

Please see the disclosure set forth under Item 5.03 below regarding amendment to the Restated Certificate of Incorporation, as amended, of Southwall Technologies Inc., which is incorporated by reference into this Item 3.03.

Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Southwall Technologies Inc. (the “Company”) today announcedthat it has filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”) to (i) effect a 1-for-5 reverse stock split (“Reverse Stock Split”), effective on March 14, 2011 (the “Effective Time”), and (ii) reduce the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), under the Company’s Restated Certificate of Incorporation, as amended, from 50 million to 10 million to reflect the Reverse Stock Split ratio.  

As previously disclosed, at the annual meeting of stockholders of the Company held on May 12, 2010, the stockholders approved a proposal to authorize the Board of Directors, in its discretion, to amend the Restated Certificate of Incorporation to effectuate the Reverse Stock Split and reduction in the number of authorized shares of Common Stock.  The Board of Directors voted to proceed with the Reverse Stock Split and reduction in authorized shares, to be effective March 14, 2011. For further information about the Reverse Stock Split and reduction in the number of authorized shares of Common Stock, please refer to the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on April 8, 2010.

At the Effective Time, every five shares of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time will automatically be converted into one share of Common Stock.  In lieu of fractional shares, stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.  Further, shares of preferred stock and options outstanding as of the Effective Time will be adjusted in accordance with the terms thereof.  These adjustments will include changes to the number of shares of Common Stock that may be obtained upon exercise or conversion of these securities, and changes to the applicable conversion or exercise price.

The Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference herein.  The press release announcing the Reverse Stock Split is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.1 Certificate of Amendment to Restated Certificate of Incorporation, as amended, of Southwall Technologies, Inc.

99.1 Press Release dated March 14, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 14,  2011	SOUTHWALL TECHNOLOGIES INC.
	By:	/s/ Dennis F. Capovilla
		Dennis F. Capovilla
		Chief Executive Officer

Exhibit Index

Exhibit No. Description

3.1 Certificate of Amendment to Restated Certificate of Incorporation, as amended, of Southwall Technologies, Inc.

99.1 Press Release dated March 14, 2011

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

RESTATED CERTIFICATE OF INCORPORATION

OF

SOUTHWALL TECHNOLOGIES INC.

Southwall Technologies Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware ("DGCL"), does hereby certify:

FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to Restated Certificate of Incorporation of the Corporation (this "Certificate of Amendment") to combine each five outstanding shares of the Corporation's Common Stock, $.001 par value per share, into one (1) share of Common Stock, $.001 par value per share, and to reduce the number of authorized shares of the Corporation's Common Stock from 50,000,000 to 10,000,000; and (ii) declaring this Certificate of Amendment to be advisable and recommended for approval by the stockholders of the Corporation.

SECOND: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.

THIRD: That upon the effectiveness of this Certificate of Amendment, the first paragraph of Article FOURTH of the Restated Certificate of Incorporation is hereby amended and restated in its entirety such that, as amended, said paragraph shall read in its entirety as follows:

"FOURTH: The Corporation is authorized to issue two classes of shares to be designated respectively Preferred Shares ("Preferred") and Common Shares ("Common"). The Preferred shall have a par value of $.001 per share and the Common shall have a par value of $.001 per share. The total number of shares of Preferred this Corporation shall have the authority to issue is Five Million (5,000,000) and the total number of shares of Common this Corporation shall have the authority to issue is Ten Million (10,000,000). Upon the filing (the "Effective Time") of this Certificate of Amendment pursuant to the DGCL, each five (5) shares of the Corporation's common stock, $.001 par value per share, issued and outstanding immediately prior to the Effective Time (the "Old Common Stock") shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable share of common stock, $0.001 par value per share (the "New Common Stock"), subject to the treatment of fractional share interests as described below (the "Reverse Stock Split"). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. No certificates representing fractional shares of New Common Stock will be issued in connection with the Reverse Stock Split. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of New Common Stock to round up to the next whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split.

FOURTH: This Certificate of Amendment to Restated Certificate of Incorporation shall be effective upon the riling hereof.

WITNESS WHEREOF, the undersigned has subscribed and affirmed as true under penalties of perjury the statements contained in this Certificate of Amendment to Restated Certificate of Incorporation on this 9thday ofMarch, 2011.

SOUTHWALL TECHNOLOGIES INC.
By:	/s/ Mallorie Burak
Name:	Mallorie Burak
Title:	Secretary

EX-99.1

EXHIBIT 99.1
	Contact:	Kathy Taylor
		Southwall Technologies Inc.
		Phone:  (650) 798-1200

For Immediate Release

Southwall Technologies Announces Effective Date of Reverse Stock Split

PALO ALTO, Calif.--(BUSINESS WIRE)--March 14, 2011--Southwall Technologies Inc. (OTCBB:SWTX), the worldwide innovator of energy-saving films and glass products that improve the energy efficiency of buildings, homes and cars, today announced that a 1-for-5 reverse stock split of its common stock will take effect at 5:00 p.m. ET on Monday, March 14, 2011. The Company's common stock will begin trading on a post-split basis on Tuesday, March 15, 2011. Shareholders at the effective time will receive one new share of common stock for every five shares that they hold. Southwall will not issue any fractional shares as a result of the reverse split. Instead, Southwall shareholders who would otherwise have been entitled to a fraction of a share will receive a full share of common stock.

At the Company’s 2010 Annual Meeting of Shareholders, stockholders approved, at the discretion of the Board, the reverse stock split of the Company’s common stock.  The purpose of the reverse stock split is to increase the per share trading price of the Company's common stock, thereby appealing to a broader range of investors.

 In addition, the Company anticipates relisting on the NASDAQ stock exchange within the next 60 days.

About Southwall Technologies Inc.

Southwall Technologies is the leading innovator of energy-saving films and glass products that dramatically improve the energy efficiency of buildings, homes and cars. Southwall is an ISO 9001/14001 certified manufacturer with customers in over 25 countries around the world.

This press release may contain forward-looking statements, including, without limitation, statements regarding the Company's expectations, beliefs, intentions, or strategies regarding the future.  All forward-looking statements in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements.  These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presented.  These risks include the possibility that the Company’s expected future results will be materially worse than estimated, that the Company may not continue to be profitable in future quarters or may not be able to achieve future long-term growth, that there will be a decline in one or more portions of our business in 2010 or thereafter, that the Company will not be successful in improving operations performance or controlling costs, that the Company will suffer a decline in manufacturing or financial effectiveness, that the Company’s new product development will not be successful, that there may be decreasing demand in certain markets and that the Company will not be able to secure additional financing if required, as well as risks associated with its failure to meet potential covenant requirements under future credit facilities.  Further risks are detailed in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 25, 2010.

#