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): November 4, 2004
SOUTHWALL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15930 94-2551470
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3975 EAST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices)
(650) 962-9111
(Registrant's telephone number, including area code)
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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On November 4, 2004, Needham & Company, Inc., 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., and Needham Capital Partners III
(Bermuda), L.P. (collectively, the "NCP Entities") exercised warrants (the
"Warrants") to purchase a total of 9,155,383 shares of Southwall Technologies
Inc.'s ("Southwall") common stock. In exercising the Warrants, the NCP Entities
elected to use a "cashless exercise option" in which a portion of the Warrants
were surrendered to Southwall in lieu of paying in cash the exercise price.
Prior to the cashless exercise, the warrants were exercisable for 9,254,356
shares of Southwall's common stock. The exercise price was $0.01 per share of
common stock. The value of the 98,973 shares of common stock surrendered was
based upon the average trading price on November 3, 2004 of Southwall's common
stock on the Over-the-Counter Bulletin Board Market.
The Warrants were originally issued to the NCP Entities pursuant to the
Amended and Restated Investment Agreement dated February 20, 2004 by and among
Southwall, the NCP Entities and Dolphin Direct Equity Partners, LP. The Warrants
and underlying shares of common stock were issued without registration and only
to accredited investors in reliance upon Rule 506 of the Securities Act of 1933,
as amended.
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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 hereunto duly authorized.
SOUTHWALL TECHNOLOGIES INC.
By: /s/ Thomas G. Hood
---------------------------------
Thomas G. Hood
Chief Executive Officer
Date: November 9, 2004
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