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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 0-15930
___________
SOUTHWALL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2551470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3975 East Bayshore Road, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 962-9111
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
___________
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[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The approximate aggregate market value of the Common Stock held by
non-affiliates of the registrant on the last day of the registrant's most
recently ended second quarter (June 27, 2004) (based upon the closing sales
price of the Common Stock on the Over-the-Counter Bulletin Board Market on such
date) was $4,049,000. For purposes of this disclosure, Common Stock held by
stockholders whose ownership exceeds five percent of the Common Stock
outstanding as of June 27, 2004, and Common Stock held by officers and directors
of the registrant has been excluded in that such persons may be deemed to be
"affiliates" as that term is defined in the rules and regulations promulgated
under the Securities Act of 1933, as amended. This determination is not
necessarily conclusive.
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes[ ] No[X]
The number of shares of the registrant's Common Stock outstanding on June
27, 2004 was 12,549,992.
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Explanatory Note
This Form 10-K/A (the "Form 10-K/A") of Southwall Technologies Inc. (the
"Company") is being filed for the sole purpose of amending certain language
describing forward-looking statements in the Form 10-K for the fiscal year ended
December 31, 2003, which was filed by the Company on April 4, 2004, and amended
by a Form 10-K/A filed on May 7, 2004. We are hereby amending the third
paragraph below the "Table of Contents" section of the Form 10-K to remove
references to the Private Securities Litigation Reform Act of 1995, so that such
paragraph reads as follows:
This report contains forward-looking statements that are subject to a
number of risks and uncertainties. All statements other than statements of
historical facts are forward-looking statements. These statements are identified
by terminology such as "may," "will," "could," "should," "expects," "plans,"
"intends," "seeks," "anticipates," "believes," "estimates," "potential," or
"continue," or the negative of such terms or other comparable terminology,
although not all forward-looking statements contain these identifying words.
Forward-looking statements are only predictions and include, without limitation,
statements relating to:
- our ability to remain as a going concern;
- our strategy, future operations and financial plans, including,
without limitation, our plans to install and commercially produce
products on new machines;
- the continued trading of our common stock on the pink sheets;
- future applications of thin film coating technologies and our
development of new products;
- our expectations with respect to future grants, investment allowances
and bank guarantees from the Saxony government;
- our projected need for additional borrowings and future liquidity;
- statements about the future size of markets;
- pending and threatened litigation and its outcome;
- our competition; and
- our projected capital expenditures.
You should not place undue reliance on our forward-looking statements.
Actual events or results may differ materially. In evaluating these statements,
you should specifically consider various factors, including the risks outlined
under "Risk Factors" below. These factors may cause our actual results to differ
materially from any forward-looking statement. Although we believe the
expectations reflected in our forward-looking statements are reasonable as of
the date they are being made, we cannot guarantee our future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the future accuracy and completeness of these
forward-looking statements.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as part of this Form 10-K/A:
(a)(3) Exhibits
31.1 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of
the Chief Executive Officer
31.2 Certification pursuant to Exchange Act Rules 13a-14 and 15d-14 of
the Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. Section 1350 of the Chief
Executive Officer
32.2 Certification pursuant to 18 U.S.C. Section 1350 of the Chief
Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized,
as of the 10th day of August, 2004.
SOUTHWALL TECHNOLOGIES INC.
By: /s/ Thomas G. Hood
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Thomas G. Hood
President