UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Southwall Technologies Inc.
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
844909101
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b) [x]
Rule 13d-1(c) [ ]
Rule 13d-1(d) [ ]
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in 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 that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Needham Investment
Management L.L.C.
22-3408336
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 763,000 shares
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
8 SHARED DISPOSITIVE POWER
763,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,000 shares of common stock of the Issuer ("Shares") which
consists of 763,000 Shares held by various series of The Needham Funds,
Inc. which Needham Investment Management L.L.C. may be deemed to
beneficially own by virtue of its position as investment adviser to
these series.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.08%
12 TYPE OF REPORTING PERSON
IA
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Needham Funds,
Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
None
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 763,000 shares
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
8 SHARED DISPOSITIVE POWER
763,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,000 shares (includes 728,000 shares beneficially owned by Needham
Growth Fund, a series of The Needham Funds, Inc. and 35,000 shares
beneficially owned by Needham Small Cap Growth Fund, a series of The
Needham Funds, Inc.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.08%
12 TYPE OF REPORTING PERSON
IV
Item 1(a) NAME OF ISSUER:
Southwall Technologies Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1029 Corporation Way
Palo Alto, CA 94303
Item 2(a) NAME OF PERSON FILING:
(i) Needham Investment Management L.L.C.
(ii) The Needham Funds, Inc.
Item 2(b) Address of Principal Business Office, or if none, residence:
(i) 445 Park Avenue
New York, New York 10022
(ii) 445 Park Avenue
New York, New York 10022
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value
Item 2(e) CUSIP NUMBER:
844909101
Item 3 (i) Needham Investment Management L.L.C. is a
registered investment adviser under Section
203 of the Investment Advisers Act of 1940, as
amended.
(ii) The Needham Funds, Inc. is an investment company
registered under Section 8 of the Investment
Company Act of 1940, as amended.
Item 4 OWNERSHIP:
(a) Amount beneficially owned and (b) Percent of
Class: See Items 5 through 11 of the cover pages
attached hereto. The aggregate amount held by all
Reporting Persons is 6.08% (763,000 shares).
This Schedule 13G shall not be construed as an
admission that the Reporting Person, either for
purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended (the
"Act") or for other purposes, is the beneficial
owner of any securities covered by this statement.
(c) See Items 5 through 8 of the cover pages attached
hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 16, 2004
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By: /s/ John C. Michaelson
Name: John C. Michaelson
Title: President and Chief
Executive Officer
THE NEEDHAM FUNDS, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer
Exhibit A
AGREEMENT
The undersigned, Needham Investment Management L.L.C. and The
Needham Funds, Inc., agree that the statement to which this exhibit is appended
is filed on behalf of each of them.
January 16, 2004
NEEDHAM INVESTMENT MANAGEMENT L.L.C.
By: /s/ John C. Michaelson
Name: John C. Michaelson
Title: President and Chief
Executive Officer
THE NEEDHAM FUNDS, INC.
By: /s/ Glen W. Albanese
Name: Glen W. Albanese
Title: Chief Financial Officer