UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 13D/A
Amendment No. 5
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Southwall Technologies Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
844909101
--------------------------------------------------------------------------------
(CUSIP Number)
Robert Van Grover
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
212-574-1200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 23, 2006
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13(d)-1(f) or 13(d)-1(g), check the
following box |_|.
The Information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of the section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham & Company, L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
BD
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
The Needham Group, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,009,807
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,009,807
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,009,807
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
CO
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Investment Management L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,428,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,428,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
IA
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Asset Management, L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,428,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,428,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
George A. Needham
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
35,000
8 SHARED VOTING POWER
13,854,112
9 SOLE DISPOSITIVE POWER
35,000
10 SHARED DISPOSITIVE POWER
13,854,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,889,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Partners II, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,258,068
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,258,068
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,068
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Partners III, L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,703,716
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,703,716
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,703,716
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Partners IIIA L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
589,054
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
589,054
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,054
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Partners II (Bermuda), L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
456,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
456,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
456,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Partners III (Bermuda), L.P.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,136,767
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,136,767
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,136,767
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON*
PN
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Management L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,550,838
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,550,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,550,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%
14 TYPE OF REPORTING PERSON*
OO
CUSIP No. 844909101
1 NAME OF REPORTING PERSONS
Needham Capital Management (Bermuda) L.L.C.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Intentionally Omitted)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,593,467
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,593,467
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,467
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON*
OO
Pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended
Item 1. Security and Issuer.
This Statement on Schedule 13D/A (this "Statement") relates to the common
stock, par value $0.001 per share (the "Common Stock") and Series A 10%
Cumulative Preferred Stock ("Series A Preferred Stock"), of Southwall
Technologies Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 3788 Fabian Way, Palo Alto,
California 94303.
Item 2. Identity and Background.
(a)-(c) and (f) This Statement is filed by The Needham Group, Inc., a
Delaware corporation ("Needham Group"), Needham & Company, L.L.C., a Delaware
limited liability company ("Needham & Co."), Needham Investment Management
L.L.C., a Delaware limited liability company ("NIM"), Needham Asset Management,
L.L.C., a Delaware limited liability company ("NAM"), George A. Needham, a
natural person who is a U.S. citizen, Needham Capital Partners II, L.P., a
Delaware limited partnership ("NCPII"), Needham Capital Partners III, L.P., a
Delaware limited partnership ("NCPIII"), Needham Capital Partners IIIA, L.P., a
Delaware limited partnership ("NCPIIIA"), Needham Capital Partners II (Bermuda),
L.P., a Bermuda limited partnership ("NCPIIB"), Needham Capital Partners III
(Bermuda), L.P., a Bermuda limited partnership ("NCPIIIB"), Needham Capital
Management, L.L.C., a Delaware limited liability company ("NCM"), and Needham
Capital Management (Bermuda) L.L.C., a Bermuda limited liability company
("NCMB"). Needham & Co., Needham Group, NIM, NAM, George A. Needham, NCPII,
NCPIII, NCPIIIA, NCPIIB, NCPIIIB, NCM and NCMB are collectively referred to in
this Statement as the "Reporting Persons."
The principal business office and mailing address of the Reporting Persons
is c/o Needham & Company, L.L.C., 445 Park Avenue, New York, New York 10022.
Needham Group is an investment banking, securities and asset management firm.
Needham Group manages NAM and Needham & Co. The business of NIM is serving as
the investment manager or general partner of certain private investment
partnerships and certain private investment funds. The business of NAM is
serving as the managing member of NIM. The business of NCM is serving as the
general partner of NCPII, NCPIII and NCPIIIA, each of which are private
investment partnerships. The business of NCMB is serving as the general partner
of NCPIIB AND NCPIIIB, each of which are private investment partnerships. The
present principal occupation of George A. Needham is Chairman of the Board and
Chief Executive Officer of Needham Group. The name and principal occupation or
employment of the executive officers, directors or general partners of the
Reporting Persons are set forth on Schedule I to this Statement.
(d) and (e) During the past five years, none of the Reporting Persons or,
to the best knowledge of the Reporting Persons, any of the persons listed on
Schedule I, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons may be deemed to beneficially
own 11,355,446 shares of Common Stock and 3,261,666 shares of Series A Preferred
Stock. The source of funds used to purchase the securities reported herein was
working capital of the Reporting Persons. No borrowed funds were used to
purchase the securities, other than any borrowed funds used for working capital
purposes in the ordinary course of business.
On August 23, 2006, as a result of a corporate restructuring, Needham & Co.
transferred all of its Common Stock to its affiliate, Needham Group, for no
consideration. This Schedule 13D is not being filed because of the purchase of
additional shares, but because the stock formerly beneficially owned by Needham
& Co. is now beneficially owned by Needham Group.
On December 31, 2004, Needham Capital Partners II, L.P., Needham Capital
Partners II (Bermuda), L.P., Needham Capital Partners III, L.P., Needham Capital
Partners IIIA, L.P., Needham Capital Partners III (Bermuda), L.P. elected to
convert all outstanding principal of, and accrued but unpaid interest on, their
secured convertible promissory notes (the "Convertible Notes") of Southwall
Technologies Inc. ("Southwall") into shares of Series A Preferred Stock. The
Convertible Notes by their terms were convertible at the option of the holders
into Series A Preferred Stock at a rate of one share for each $1.00 of principal
or interest converted.
The aggregate principal amount of the Convertible Notes converted by the
Note Holders was $4,500,000, and the interest accrued thereon as of the time of
conversion was $392,499; therefore, the aggregate number of shares of Series A
Preferred Stock issued as a result of the conversions was $4,892,499. In
particular, the Convertible Note held by Needham Capital Partners II, L.P., in
the original principal amount of $877,058, was converted into 953,557 shares of
Series A Preferred Stock; the Convertible Note held by Needham Capital Partners
II (Bermuda), L.P., in the original principal amount of $122,942, was converted
into 133,665 shares of Series A Preferred Stock; the Convertible Note held by
Needham Capital Partners III, L.P. in the original principal amount of
$1,535,416, was converted into 1,669,338 shares of Series A Preferred Stock; the
Convertible Note held by Needham Capital Partners IIIA, L.P. in the original
principal amount of $158,571, was converted into 172,402 shares of Series A
Preferred Stock; and the Convertible Note held by Needham Capital Partner III
(Bermuda), L.P., in the original principal amount of $306,013, was converted
into 332,704 shares of Series A Preferred Stock.
The Convertible Notes were originally issued to the Note Holders pursuant
to the Amended and Restated Investment Agreement dated February 20, 2004, by and
among Southwall, Needham & Company, Inc. and the Note Holders. The Convertible
Notes and Series A Preferred Stock issued to the Note Holders upon conversion
were issued without registration and only to accredited investors in reliance
upon Rule 506 of the Securities Act of 1933, as amended.
Item 4. Purpose of Transaction.
On August 23, 2006, Needham & Co. transferred all of its Common Stock to
its affiliate, Needham Group, for no consideration.
Pursuant to the Investment Agreement described in the 13D filed by the
Reporting Persons on December 29, 2003, Needham & Co. posted a Letter of Credit
to collateralize a certain loan facility entered into by the Company. As
discussed in the Company's 10-K filed on April 2, 2007, the Letter of Credit
remains in effect, which was renewed on March 30, 2007 by The Needham Group,
Inc.
Other than specified in this Item 4, the Reporting Persons have no plans or
proposals which would relate to or would result in: (a) the acquisition of
additional securities of the Issuer or the disposition of presently-owned
securities of the Issuer; (b) any extraordinary corporate transaction involving
the Issuer; (c) a sale or transfer of a material amount of assets of the Issuer;
(d) any change in the present Board of Directors or management of the Issuer;
(e) any material change in the present capitalization or dividend policy of the
Issuer; (f) any material change in the operating policies or corporate structure
of the Issuer; (g) any change in the Issuer's charter or by-laws; (h) the Shares
of the Issuer ceasing to be authorized to be quoted in the over-the-counter
security markets; or (i) causing the Issuer to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
Item 5. Interest in Securities of the Issuer.
(a) (1) Needham & Co. owns 0 shares of Common Stock.
(2) Needham Group owns 2,009,807 shares of Common Stock, which amount
constitutes 7.4% of the issued and outstanding Common Stock.
(3) NIM may be deemed to own beneficially the aggregate amount of 1,428,000
shares of Common Stock owned by certain private investment partnerships and
certain registered investment companies by virtue of its position as general
partner and investment adviser, respectively, of those private investment
partnerships and registered investment companies, which amount constitutes 5.2%
of the issued and outstanding Common Stock. NIM disclaims beneficial ownership
of all of the reported shares of Common Stock owned by the certain private
investment partnerships and funds, and the inclusion of these shares of Common
Stock in this report shall not be deemed an admission by it of beneficial
ownership of such shares for any purpose.
(4) NAM may be deemed to own beneficially the aggregate amount of 1,428,000
shares of Common Stock owned by certain private investment partnerships and
certain registered investment companies managed by NIM by virtue of its position
as the managing member of NIM, which constitutes 5.2% of the issued and
outstanding shares of Common Stock and the inclusion of these shares of Common
Stock in this report shall not be deemed an admission by it of beneficial
ownership of such shares for any purpose.
(3) George A. Needham may be deemed to beneficially own (i) the shares of
Common Stock owned by Needham Group by virtue of his position in and share
ownership of Needham Group, (ii) the shares of Common Stock beneficially owned
by certain private investment partnerships managed by NIM by virtue of his
position as manager of NIM (iii) the Common Stock and Series A Preferred Common
Stock owned NCPII, NCPIII and NCPIIIA by virtue of his position as a manager of
NCM, the general partner of NCPII, NCPIII, and NCPIIIA, (iv) the Common Stock
and Series A Preferred Common Stock beneficially owned by NCPIIB and NCPIIIB by
virtue of his position as a manager of NCMB and (v) shares of Common Stock held
in personal accounts. The aggregate amount of shares of Common Stock (assuming
full conversion of all Series A Preferred Common Stock owned by the Reporting
Persons) owned by Mr. Needham is 13,889,112, which constitutes 45.6% of the
issued and outstanding shares of Common Stock. Mr. Needham disclaims beneficial
ownership of all of the reported shares of Common Stock and the Series A
Preferred Common Stock, except to the extent of his pecuniary interest and the
inclusion of these shares in this report shall not be deemed an admission by him
of beneficial ownership for any purpose, except to the extent of his pecuniary
interest.
(4) NCPII owns of record and beneficially (i) 953,557 shares of Series A
Preferred Stock, which in turn is convertible to 953,557 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
2,304,511 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPII would own of record 3,258,068 shares of Common Stock,
which would constitute 11.5% of the issued and outstanding Common Stock.
(5) NCPIII owns of record and beneficially (i) 1,669,338 shares of Series A
Preferred Stock, which in turn is convertible to 1,669,338 shares of Common
Stock, subject to adjustments applicable to the Series A Preferred Stock, and
(ii) 4,034,378 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIII would own of record 5,703,716 shares of Common Stock,
which would constitute 19.7% of the issued and outstanding Common Stock.
(6) NCPIIIA owns of record and beneficially (i) 172,402 shares of Series A
Preferred Stock, which in turn is convertible to 172,402 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
416,652 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIIA would own of record 589,054 shares of Common Stock,
which would constitute 2.1% of the issued and outstanding Common Stock.
(7) NCPIIB owns of record and beneficially (i) 133,665 shares of Series A
Preferred Stock, which in turn is convertible to 133,665 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
323,035 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIB would own of record 456,700 shares of Common Stock,
which would constitute 1.6% of the issued and outstanding Common Stock.
(8) NCPIIIB owns of record and beneficially (i) 332,704 shares of Series A
Preferred Stock, which in turn is convertible to 332,704 shares of Common Stock,
subject to adjustments applicable to the Series A Preferred Stock, and (ii)
804,063 shares of Common Stock. Assuming full conversion of the Series A
Preferred Stock, NCPIIIB would own of record 1,136,767 shares of Common Stock,
which would constitute 4.1% of the issued and outstanding Common Stock.
(9) NCM may be deemed to own beneficially the Common and Series A Preferred
Stock owned by NCPII , NCPIII and NCP IIIA by virtue of its position as general
partner of those Reporting Persons, and accordingly may be deemed to
beneficially own the 9,550,838 shares of Common Stock, which amount constitute
31.9% of the issued and outstanding Common Stock. NCM disclaims beneficial
ownership of all of the reported shares of Common Stock owned by NCPII, NCPIII,
and NCPIIIA and the inclusion of these shares of Common Stock in this report
shall not be deemed an admission by it of beneficial ownership of such shares
for any purpose.
(10) NCMB may be deemed to own beneficially the Common and Series A
Preferred Stock owned by certain NCPIIB and NCPIIIB virtue of its position as
general partner to those Bermuda private partnerships, and accordingly may be
deemed to beneficially own the 1,593,467 shares of Common Stock, which amount
constitute 5.7% of the issued and outstanding Common Stock. NCMB disclaims
beneficial ownership of all of the reported shares of Common Stock owned by the
certain Bermuda partnerships, and the inclusion of these shares of Common Stock
in this report shall not be deemed an admission by it of beneficial ownership of
such shares for any purpose.
(b) Needham Group has the shared power to direct the vote and disposition
of 2,009,807 shares of Common Stock. NIM, the general partner of certain private
investment partnerships and investment adviser of registered investment
companies, and such private investment partnerships and registered companies
have shared power to direct the vote and disposition of 1,428,000 shares of
Common Stock directly owned by those private investment partnerships and those
registered investment companies. NAM has shared power to direct the vote and
disposition of 1,428,000 shares of Common Stock directly owned by those private
investment partnerships and those registered investment companies because it
serves as the manager of NIM. NCM, the general partner of NCPII, and NCPII have
shared power to direct the vote and disposition of 3,258,068 shares of Common
Stock and Common Stock issuable upon the conversion of the Series A Preferred
Stock. NCM, the general partner of NCPIII, and NCPIII have shared power to
direct the vote and disposition of 5,703,716 shares of Common Stock and Common
Stock issuable upon the conversion of the Series A Preferred Stock. NCM, the
general partner of NCPIIIA, and NCPIIIA have shared power to direct the vote and
disposition of 589,054 shares of Common Stock and Common Stock issuable upon the
conversion of the Series A Preferred Stock. NCMB, the general partner of NCPIIB,
and NCPIIB have shared power to direct the vote and disposition of 456,700
shares of Common Stock and Common Stock issuable upon the conversion of the
Series A Preferred Stock. NCMB, the general partner of NCPIIIB, and NCPIIIB have
shared power to direct the vote and disposition of 1,136,767 shares of Common
Stock and Common Stock issuable upon the conversion of the Series A Preferred
Stock. George A. Needham may be deemed to have shared power to direct the vote
and disposition of (i) the shares of Common Stock owned by Needham Group by
virtue of his position in and share ownership of Needham Group, (ii) the shares
of Common Stock beneficially owned by certain private investment partnerships
managed by NIM by virtue of his position as manager of NIM (iii) the shares of
Common Stock issuable upon the conversion of the Series A Preferred Stock and
Common Stock owned directly by NCPII, NCPIII and NCPIIIA because he serves as a
manager of NCM, the general partner of NCPII, NCPIII and NCPIIIA, (iv) the
shares of Common Stock issuable upon the conversion of the Series A Preferred
Stock and the Common Stock owned directly by NCPIIB and NCPIIIB because he
serves as a manager of NCMB, the general partner of NCPIIB and NCPIIIB, and (v)
shares of Common Stock held in personal accounts. Mr. Needham disclaims
beneficial ownership of the shares of Common Stock owned by Needham Group, NIM,
NAM, NCPII, NCPIII, NCPIIIA, NCPIIB and NCPIIIB.
(c) The Reporting Persons did not effect any transactions in the securities
of the Company during the past 60 days.
(d) Not applicable.
(e) Needham & Co. is no longer a beneficial owner of Common Stock and will
not be listed on further 13D amendments.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Other than as described in Item 4 above, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the information set forth in this statement is true, complete and
correct.
Dated: April 18, 2007
THE NEEDHAM GROUP, INC.
By:/s/ Glen W. Albanese
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
NEEDHAM & COMPANY, L.L.C.
By:/s/ Glen W. Albanese
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
/s/ George A. Needham
--------------------------------------------
George A. Needham
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
NEEDHAM ASSET MANAGEMENT, L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
NEEDHAM CAPITAL PARTNERS II, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS IIIA, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II
(BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III
(BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT, L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT (BERMUDA), L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
Schedule I
Executive Officers and Directors of The Needham Group, Inc.
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH THE NEEDHAM GROUP, INC.
----------- ---------------- ----------------------------
George A. Needham c/o The Needham Group, Inc. Chairman of the Board and
445 Park Avenue Chief Executive Officer
New York, New York 10022
John J. Prior, Jr. c/o The Needham Group, Inc. Director
445 Park Avenue
New York, New York 10022
Warren M. Foss c/o The Needham Group, Inc. Director
445 Park Avenue
New York, New York 10022
Glen W. Albanese c/o The Needham Group, Inc. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
Andre R. Horn c/o The Needham Group, Inc. Director
445 Park Avenue
New York, New York 10022
Edgar F. Heizer, Jr. c/o The Needham Group, Inc. Director
445 Park Avenue
New York, New York 10022
Eugene R. White c/o The Needham Group, Inc. Director
445 Park Avenue
New York, New York 10022
Executive Officers and Directors of Needham & Company, L.L.C.
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM & COMPANY, L.L.C.
----------- ---------------- ----------------------------
John J. Prior, Jr. c/o Needham & Company, L.L.C. Managing Director, President
445 Park Avenue & Chief Executive Officer
New York, New York 10022
Chad W. Keck c/o Needham & Company, L.L.C. Managing Director,
445 Park Avenue Vice-Chairman
New York, New York 10022
Warren M. Foss c/o Needham & Company, L.L.C. Managing Director, Chairman
445 Park Avenue
New York, New York 10022
Mark Van Valkenburgh c/o Needham & Company, L.L.C. Managing Director,
445 Park Avenue Institutional Sales
New York, New York 10022
Sean Dwyer c/o Needham & Company, L.L.C. Managing Director, Sales &
445 Park Avenue Trading
New York, New York 10022
John Lazo c/o Needham & Company, L.L.C. Managing Director, OTC &
445 Park Avenue Listed Trading
New York, New York 10022
Thomas Maloney c/o Needham & Company, L.L.C. Managing Director, Director
445 Park Avenue of Research
New York, New York 10022
Glen W. Albanese c/o Needham & Company, L.L.C. Managing Director, Chief
445 Park Avenue Financial Officer
New York, New York 10022
Bernard H. Lirola c/o Needham & Company, L.L.C. Managing Director, Co-Head
445 Park Avenue of Corporate Finance
New York, NY 10022
David S. Schechner c/o Needham & Company, L.L.C. Managing Director, Co-Head
445 Park Avenue of Corporate Finance
New York, NY 10022
Schedule I (continued)
Needham Asset Management, L.L.C. is the managing member of Needham
Investment Management L.L.C. Needham Investment Management L.L.C. is the sole
general partner of: various Needham private investment partnerships and is the
investment adviser of: (a) various series of The Needham Funds, Inc., and (b)
The Needham Funds. Needham Capital Management L.L.C. is the sole general partner
of (a) Needham Capital Partners II, L.P., (b) Needham Capital Partners III, L.P.
and (c) Needham Capital Partners IIIA, L.P. Needham Capital Management (Bermuda)
L.L.C. is the sole general partner of (a) Needham Capital Partners II (Bermuda),
L.P. and (b) Needham Capital Partners III (Bermuda), L.P.
The members and principals of Needham Asset Management, L.L.C. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM ASSET MANAGEMENT, L.L.C.
----------- ---------------- -----------------------------------
George A. Needham c/o Needham Asset Management, L.L.C. Chairman of the Board & Chief Executive Officer
445 Park Avenue
New York, New York 10022
James K. Kloppenburg c/o Needham Asset Management, L.L.C. Managing Director, President
445 Park Avenue
New York, New York 10022
Glen W. Albanese c/o Needham Asset Management, L.L.C. Managing Director, Chief Financial Officer
445 Park Avenue
New York, New York 10022
The members and principals of Needham Investment Management L.L.C. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM INVESTMENT MANAGEMENT, L.L.C.
----------- ---------------- ---------------------------------------
George A. Needham Needham Investment Management, L.L.C. Member
445 Park Avenue
New York, New York 10022
James K. Kloppenburg Needham Investment Management, L.L.C. Member
445 Park Avenue
New York, New York 10022
Glen W. Albanese Needham Investment Management, L.L.C. Member
445 Park Avenue
New York, New York 10022
The general partners of Needham Capital Management L.L.C. are:
NAME OF OFFICER PRINCIPAL EMPLOYMENT/OFFICE
OR DIRECTOR BUSINESS ADDRESS WITH NEEDHAM CAPITAL MANAGEMENT, L.L.C.
----------- ---------------- ---------------------------------------
George A. Needham Needham Capital Management L.L.C. Member
445 Park Avenue
New York, New York 10022
John J. Prior, Jr. Needham Capital Management L.L.C. Member
445 Park Avenue
New York, New York 10022
Thomas P. Shanahan Needham Capital Management L.L.C. Member
445 Park Avenue
New York, New York 10022
Glen W. Albanese Needham Capital Management L.L.C. Chief Financial Officer
445 Park Avenue
New York, New York 10022
The general partners of Needham Capital Management (Bermuda) L.L.C. are:
PRINCIPAL EMPLOYMENT/OFFICE WITH
NAME OF OFFICER NEEDHAM CAPITAL MANAGEMENT, L.L.C.
OR DIRECTOR BUSINESS ADDRESS (BERMUDA) L.L.C.
----------- ---------------- --------------------------------
George A. Needham Needham Capital Management
(Bermuda) L.L.C. Member
445 Park Avenue
New York, New York 10022
John J. Prior, Jr. Needham Capital Management
(Bermuda) L.L.C. Member
445 Park Avenue
New York, New York 10022
Thomas P. Shanahan Needham Capital Management
(Bermuda) L.L.C. Member
445 Park Avenue
New York, New York 10022
Glen W. Albanese Needham Capital Management
(Bermuda) L.L.C. Chief Financial Officer
445 Park Avenue
New York, New York 10022
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a statement on Schedule 13D/A
(including amendments thereto) with respect to the common shares of beneficial
interest, par value $.001 per share, of Southwall Technologies Inc., a Delaware
corporation, and that this Agreement may be included as an Exhibit to such joint
filing. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the
18th day of April, 2007.
THE NEEDHAM GROUP, INC.
By:/s/ Glen W. Albanese
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
NEEDHAM & COMPANY, L.L.C.
By:/s/ Glen W. Albanese
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
/s/ George A. Needham
--------------------------------------------
George A. Needham
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By:/s/ Glen W. Albanese
----------------------------------------
Name: Glen W. Albanese
Title: Chief Financial Officer
NEEDHAM CAPITAL PARTNERS II, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS IIIA, L.P.
By: Needham Capital Management L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS II
(BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL PARTNERS III
(BERMUDA), L.P.
By: Needham Capital Management (Bermuda)
L.L.C.,
its general partner
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT, L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
NEEDHAM CAPITAL MANAGEMENT (BERMUDA), L.L.C.
By:/s/ Glen W. Albanese
-----------------------------------------
Name: Glen W. Albanese
Title: General Partner
SK 22312 0009 762707