Southwall Technologies PRE 14A 08-07-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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Definitive
Proxy Statement
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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SOUTHWALL
TECHNOLOGIES INC.
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement, if
other than the Registrant)
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SOUTHWALL
TECHNOLOGIES INC.
3788
Fabian Way
Palo
Alto, California 94303
Dear
Stockholder:
You
are
cordially invited to attend a Special Meeting of Stockholders, which will be
held on Monday, August 7, 2006, at 3:00 p.m. local time, at our principal
executive offices at 3788 Fabian Way, Palo Alto, California.
The
following Notice of Special Meeting of Stockholders and Proxy Statement describe
the items to be considered by the stockholders and contain certain information
about us and our officers and directors.
Please
sign and return the enclosed proxy card as soon as possible in the envelope
provided, or vote by Internet or telephone, so that your shares can be
voted at the meeting in accordance with your instructions. Even if you plan
to
attend the meeting, we urge you to sign and promptly return the proxy card,
or
vote by Internet or telephone. You may revoke it at any time before it is
exercised at the meeting or vote your shares personally if you attend the
meeting.
Thank
you
in advance for your participation and prompt attention. We look forward to
seeing you.
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/s/
Thomas G. Hood
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Sincerely,
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Thomas
G. Hood
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President
and Chief Executive Officer
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SOUTHWALL
TECHNOLOGIES INC.
3788
Fabian Way
Palo
Alto, California 94303
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on August 7, 2006
To
the
stockholders of Southwall Technologies Inc.:
The
Board
of Directors of Southwall Technologies Inc. has called a Special Meeting to
seek
stockholder approval of an amendment to its Restated Certificate of
Incorporation, as described below.
Each
of
the matters submitted to our stockholders at the Special Meeting is described
in
more detail in the accompanying proxy statement. We encourage you to read the
proxy statement in its entirety. The details of the Special Meeting are as
follows:
Time:
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3:00
p.m., local time.
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Place:
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Our
principal executive offices at 3788 Fabian Way, Palo Alto,
California.
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Item
of Business:
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At
the Special Meeting, you and our other stockholders will be asked
to
approve an amendment to our Restated Certificate of Incorporation,
as
amended (the “Charter”), as further described in the attached proxy
statement, to increase the total number of shares of our capital
stock
authorized for issuance from 55,000,000 to 115,000,000, to increase
the
number of shares of our common stock authorized for issuance from
50,000,000 to 110,000,000, and to transact such other business as
may
properly come before the meeting or any
adjournment.
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Record
Date:
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You
may vote at the Special Meeting if you were a stockholder of record
at the
close of business on July 7, 2006.
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Proxy
Voting:
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Your
vote is important. You may vote on these matters in person or by
proxy. We
ask that you complete and return the enclosed proxy card promptly,
whether
or not you plan to attend the Special Meeting, in the enclosed addressed,
postage-paid envelope, or vote by Internet or telephone, so that
your
shares will be represented and voted at the Special Meeting in accordance
with your wishes. You can revoke your proxy at any time prior to
its
exercise by written notice received by us, by delivering to us a
duly
executed proxy bearing a later date, or by attending the Special
Meeting
and voting your shares in person.
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This
notice, the attached proxy statement and form of proxy card are first being
mailed to our stockholders beginning on or about July [__], 2006.
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By
Order of the Board of Directors
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Sylvia
Kamenski
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Secretary
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Palo
Alto, California
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July
[__], 2006
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PROXY
STATEMENT
FOR
SPECIAL
MEETING OF STOCKHOLDERS
TO
BE HELD ON AUGUST [__], 2006
Table
of Contents
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Page
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INFORMATION ABOUT
THE SPECIAL MEETING
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1
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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6
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PROPOSAL
1—AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
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8
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OTHER
BUSINESS
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9
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SOUTHWALL
TECHNOLOGIES INC.
3788
Fabian Way
Palo,
Alto, California 94303
PROXY
STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on August 7, 2006
This
proxy statement contains information about a Special Meeting of Stockholders
of
Southwall Technologies Inc. The meeting will be held on Monday, August 7, 2006,
beginning at 3:00 p.m., local time, at our principal executive offices at 3788
Fabian Way, Palo Alto, California.
This
proxy statement is furnished in connection with the solicitation of proxies
by
our Board of Directors for use at the Special Meeting and at any adjournment
of
that meeting. All proxies will be voted in accordance with the instructions
they
contain. If no instruction is specified on a proxy, it will be voted in favor
of
Proposal 1 set forth in the notice of the meeting. A stockholder may revoke
any
proxy at any time before it is exercised by giving our corporate secretary
written notice to that effect.
We
have included the following discussion of the matter to be presented at the
Special Meeting to provide summary answers to some of the questions that you
might have about the Special Meeting and the proposal to be presented to our
stockholders at the Special Meeting. You are encouraged to read the entire
proxy
statement. The information below is qualified in its entirety by the full text
of this proxy statement.
What
is the purpose of the Special Meeting?
At
the
Special Meeting, stockholders will consider and vote on a proposal to amend
our
Restated Certificate of Incorporation, as amended, to increase the total number
of shares of our capital stock authorized for issuance from 55,000,000 to
115,000,000, and to increase the number of shares of our common stock authorized
for issuance from 50,000,000 to 110,000,000.
Why
are we asking for an increase in the authorized share
amount?
As
of
June 12, 2006, we have 26,957,001 shares of our common stock outstanding and
an
additional 12,896,122 shares of our common stock reserved under existing stock
plans and for issuance upon the conversion of our Series A 10% Cumulative
Preferred Stock, or the Series A shares, leaving only 10,146,877 shares of
our
common stock remaining unissued or unreserved. The
Board
of Directors believes that an increase in the number of shares of authorized
capital stock and common stock would benefit us and our stockholders by giving
us needed flexibility in our corporate planning and in responding to
developments in our business.
In
addition, we are presently considering the implementation of strategic growth
plans in connection with which we anticipate the possible need for additional
authorized shares for equity financing purposes. These strategic plans include
the possible implementation of new technologies, as well as the expansion of
our
German manufacturing plant. As of the date of this proxy statement, we have
not
made any commitments for capital expenditures or otherwise entered into any
agreements related to such plans. In addition, as of the date of this proxy
statement, we have no agreements, understandings or commitments with respect
to
possible equity or other financing arrangements,
and the
Board of Directors does not have any definitive plans for issuing any of these
shares of common stock.
Who
may vote at the Special Meeting?
Only
holders of our common stock at the close of business on the record date, July
7,
2006, are entitled to receive notice of, and to vote their shares at, the
Special Meeting. As of the record date, there were issued and outstanding
[_________] shares of common stock. Shares of our Series A shares are not
entitled to vote on the matters to be presented at the meeting.
How
many votes do I have?
At
the
Special Meeting, you will be entitled to one vote for each share of common
stock
you held on the record date.
Is
my vote important?
Your
vote
is important regardless of how many shares you own. Please take time to vote.
Take a moment to read the instructions below.
How
do I vote?
You
can
vote your shares in four ways. You can vote by mail, over the Internet, by
telephone, or in person at the meeting.
You
may vote by mail.
You may
vote by completing and signing the proxy card that accompanies this proxy
statement and promptly mailing it in the enclosed postage-prepaid envelope.
You
do not need to put a stamp on the enclosed envelope if you mail it in the United
States. The shares you own will be voted according to the instructions on the
proxy card you mail. If you return the proxy card but do not give any
instructions on a particular matter described in this proxy statement, the
shares you own will be voted in accordance with the recommendations of our
Board
of Directors. The Board of Directors recommends that you vote FOR Proposal
1.
You
may vote over the Internet. If
you
have Internet access, you may vote your shares from any location in the world
by
following the "Vote by Internet" instructions set forth on the enclosed proxy
card.
You
may vote by telephone.
You may
vote your shares by following the "Vote by Phone" instructions set forth on
the
enclosed proxy card.
You
may vote in person.
If you
attend the meeting, you may vote by delivering your completed proxy card in
person or you can vote by completing a ballot. Ballots will be available at
the
meeting.
May I
revoke my proxy?
Yes.
Even
if you complete and return a proxy, you may revoke it at any time before it
is
exercised by taking one of the following actions:
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·
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send
written notice
that you wish to revoke your proxy to Sylvia Kamenski, our corporate
Secretary, at our address set forth in the Notice of Special Meeting
appearing before this proxy
statement;
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·
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send
us another
signed proxy with a later date; or
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·
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attend
the Special Meeting, notify Ms. Kamenski that you are present, and
then vote in person.
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If,
however, you elect to vote in person at the Special Meeting and a broker or
other nominee holds your shares, you must bring to the Special Meeting a legal
proxy from the broker or other nominee authorizing you to vote the
shares.
What
if a broker holds my shares in “street name”?
If
your
shares are held in “street name” by a bank or other nominee, your bank or
nominee, as the record holder of your shares, is required to vote your shares
according to your instructions. You should instruct your broker or other nominee
to vote your shares by following the procedure provided by your broker or other
nominee. Even if you do not give your broker or other nominee instructions
as to
how to vote on the other proposals described in this proxy statement, your
broker or other nominee may be entitled to use its discretion in voting your
shares in accordance with industry practice and applicable law. You may also
attend the Special Meeting and vote in person. If you elect to vote in person,
however, you must bring to the Special Meeting a legal proxy from the broker
or
other nominee authorizing you to vote the shares.
How
many shares must be present in person or by proxy to transact business at the
Special Meeting?
Our
by-laws require that shares representing a majority of the votes entitled to
be
cast by the holders of common stock outstanding on the record date be present
in
person or by proxy at the Special Meeting to constitute a quorum to transact
business with regard to each of the proposals. Shares as to which holders
abstain from voting as to a particular matter and broker non-votes will be
counted in determining whether there is a quorum of stockholders present at
the
Special Meeting.
How
many votes are required to approve the proposals?
The
affirmative vote of a majority of the outstanding shares of common stock is
required to approve the charter amendment to increase the number of authorized
shares.
Abstentions
and broker non-votes will not be counted as votes in favor of a proposal, and
will also not be counted as votes cast or shares voting on such proposal.
Accordingly, abstentions and broker non-votes will have the effect of negative
votes with respect to Proposal 1 because this proposal requires the affirmative
vote of the holders of a majority of all outstanding shares of common
stock.
Who
will count the votes?
The
votes
will be counted, tabulated and certified by our investor communication services
firm, Automated Data Processing (“ADP”). A representative of ADP will serve as
inspector of elections at the meeting.
What
if additional proposals are presented at the Special
Meeting?
If
other
proposals are properly presented at the Special Meeting for consideration,
the
persons named in the proxy card that accompanies this proxy statement will
have
the discretion to vote on those proposals for you. As of the date of the mailing
of this proxy statement, we do not know of any other proposals to be presented
at the Special Meeting.
Will
any other business be conducted at the meeting or will other matters be voted
on?
The
Board
of Directors does not know of any other matters that may come before the
meeting. If any matter properly comes before the meeting, the persons named
in
the proxy card that accompanies this proxy statement will exercise their
judgment in deciding how to vote, or otherwise act, at the meeting with respect
to that matter or proposal.
Where
can I find the voting results?
We
will
report the voting results in our quarterly report on Form 10-Q for the third
quarter of 2006, which we expect to file with the Securities and Exchange
Commission, or the SEC, on or before November 15, 2006.
How
and when may I submit a stockholder proposal for the 2007 Annual
Meeting?
If
you
are interested in submitting a proposal for inclusion in the proxy statement
for
the 2007 Annual Meeting, you need to follow the procedures outlined in Rule
14a-8 of the Securities Exchange Act of 1934. To be eligible for inclusion,
your
stockholder proposal intended for inclusion in the proxy statement for the
2007
Annual Meeting of the stockholders must be received by us at our principal
corporate offices in Palo Alto, California as set forth below no later than
January 5, 2007.
If
a
stockholder wishes to present a proposal before the 2007 Annual Meeting of
stockholders, but does not wish to have the proposal considered for inclusion
in
the proxy statement and proxy card, the stockholder must also give written
notice to us at the address written below. If a stockholder fails to provide
timely notice of a proposal to be presented at the 2007 Annual Meeting of
stockholders by no later than March 21, 2007, the proxies designated by our
Board of Directors will have discretionary authority to vote on that
proposal.
Any
proposals or notices should be sent to:
Southwall
Technologies Inc.
3788
Fabian Way
Palo
Alto, California 94303
Attention:
Secretary
Who
will bear the costs of soliciting these proxies?
We
will
bear the costs of solicitation of proxies. Brokers, custodians and fiduciaries
will be requested to forward proxy soliciting material to the owners of shares
of our common stock they hold in their names. We will reimburse banks and
brokers for their reasonable out-of-pocket expense incurred in connection with
the distribution of proxy materials.
How
can I obtain an Annual Report on Form 10-K?
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2005, is
available on our website at www.southwall.com.
If you
would like a copy of our Annual Report, we will send you one without charge.
Please contact:
Southwall
Technologies Inc.
3788
Fabian Way
Palo
Alto, California 94303
Attention:
Investor Relations
Telephone:
(650) 962-9111 x1178
Whom
can I contact for more information regarding the proxy materials or voting
my
shares?
If
you
have any additional questions about the proposal in this proxy statement, you
should contact Sylvia Kamenski, our Vice President, Finance, by telephone at
(650) 962-9111 or by e-mail to [email protected].
Householding
of Special Meeting Materials
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” proxy statements and annual reports. This means that
only one copy of our proxy statement and annual report to stockholders may
have
been sent to multiple stockholders in your household. We will promptly deliver
a
separate copy of either document to you if you contact us at the following
address or telephone number: Investor Relations, Southwall Technologies Inc.,
3788 Fabian Way, Palo Alto, California 94303, Telephone: (650) 962-9111 x1178.
If you want to receive separate copies of the proxy statement or annual report
to stockholders in the future, or if you are receiving multiple copies and
would
like to receive only one copy per household, you should contact your bank,
broker or other nominee record holder, or you may contact us at the above
address or telephone number.
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth material information regarding beneficial ownership
of our common stock as of June 12, 2006, by:
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·
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each
person who we know to own beneficially more than 5% of our common
stock;
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·
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each
of our executive officers, for whom compensation information was
provided
in our annual report on Form 10-K for the fiscal year ended December
31,
2005, which we filed with the SEC on March 29,
2006;
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·
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all
executive officers and directors as a
group.
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Except
as
noted below, the address of each person listed on the table is c/o Southwall
Technologies Inc., 3788 Fabian Way, , Palo Alto, California 94303, and each
person has sole voting and investment power over the shares shown as
beneficially owned, except to the extent authority is shared by spouses under
applicable law. Beneficial ownership is determined in accordance with the
rules of the SEC. The information below regarding persons beneficially
owning more than 5% of our common stock is based solely on public filings made
by such persons with the SEC through June 12, 2006.
Name
and Address
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Common
Stock Beneficially Owned
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Percent
of Outstanding Shares(1)
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Needham
Investment Management, LLC(2)
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1,428,000
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4.2
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%
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445
Park Avenue
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New
York, New York 10022
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Needham&
Company,LLC
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2,009,807
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5.9
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%
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445
Park Avenue
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New
York, New York 10022
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Needham
Capital Management (Bermuda) L.L.C.(3)
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1,593,467
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4.7
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%
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445
Park Avenue
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New
York, New York 10022
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Needham
Capital Management, L.L.C.(4)
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9,550,838
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28.0
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%
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445
Park Avenue
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New
York, New York 10022
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Dolphin
Direct Equity Partners, L.P.(5)
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6,258,062
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18.4
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%
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129
East 17th Street
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New
York, New York 10003
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William
A. Berry(6)
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64,305
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*
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George
Boyadjieff(7)
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393,393
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1.2
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%
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Jami
K. Dover Nachtsheim(6)
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62,335
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*
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Peter
E. Salas
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-
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-
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Andre
R. Horn
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50,000
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*
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R.
Eugene Goodson
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11,000
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*
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Thomas
G. Hood(8)
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895,770
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2.6
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%
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Wolfgang
Heinze(9)
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369,977
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1.1
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%
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Dennis
Capovilla(10)
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383,178
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1.1
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%
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Neil
Bergstrom(11)
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169,716
|
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*
|
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Sicco
W.T. Westra(12)
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266,629
|
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*
|
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All
current officers and directors as a group (12 persons)(13)
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2,730,650
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8.0
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%
|
_______________
*
Less
than 1%
(1)
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The
number of shares of common stock deemed outstanding consists of
(i) 26,957,001 shares of common stock outstanding as of June 12,
2006, and (ii) shares of common stock issuable pursuant to
outstanding Series A shares, options or warrants held by the respective
persons or group that are exercisable within 60 days of June 12,
2006, as
set forth below.
|
(2)
|
Consists
of shares of common stock owned by private investment partnerships
and
registered investment companies with respect to which Needham Investment
Management, LLC is a general partner or investment adviser and, therefore,
may be deemed to own. Needham Investment Management, LLC disclaims
beneficial ownership of these
shares.
|
(3)
|
Consists
of 804,063 shares of common stock and 332,704 shares of common stock
issuable upon conversion of Series A shares owned by Needham Capital
Partners III (Bermuda), L.P. and 323,045 shares of common stock and
133,655 shares of common stock issuable upon conversion of Series
A shares
owned by Needham Capital Partners II (Bermuda), L.P., with respect
to
which, in each case, Needham Capital Management (Bermuda) L.L.C.
is a
general partner and, therefore, may be deemed to own. Needham Capital
Management (Bermuda) L.L.C. disclaims beneficial ownership of these
shares.
|
(4)
|
Consists
of 2,304,511 shares of common stock and 953,557 shares of common
stock
issuable upon conversion of Series A shares owned by Needham Capital
Partners II, L.P.; 4,034,378 shares of common stock and 1,669,338
shares
of common stock issuable upon conversion of Series A shares owned
by
Needham Capital Partners III, L.P.; and 416,652 shares of common
stock and
172,402 shares of common stock issuable upon conversion of Series
A shares
owned by Needham Capital Partners IIIA, L.P., with respect to which,
in
each case, Needham Capital Management, L.L.C. is a general partner
and,
therefore, may be deemed to own. Needham Capital Management, L.L.C.
disclaims beneficial ownership of these
shares
|
(5)
|
Includes
1,630,883 shares of common stock issuable upon conversion of Series A
shares that were issued pursuant to an investment
agreement.
|
(6)
|
Includes
options to purchase 33,929 shares that are exercisable within 60
days of
June 12, 2006.
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(7)
|
Includes
options to purchase 293,393 shares that are exercisable within 60
days of
June 12, 2006.
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(8)
|
Includes
options to purchase 773,700 shares that are exercisable within 60
days of
June 12, 2006, and 100 shares held by Mr. Hood’s son and 100 shares
held by Mr. Hood’s daughter.
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(9)
|
Includes
options to purchase 281,787 shares that are exercisable within 60
days of
June 12, 2006.
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(10)
|
Includes
options to purchase 367,857 shares that are exercisable within 60
days of
June 12, 2006.
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(11)
|
Includes
options to purchase 162,500 shares that are exercisable within 60
days of
June 12, 2006.
|
(12) |
Includes
options to purchase 230,336 shares that are exercisable within 60 days
of
June 12, 2006. |
(13)
|
Includes
options to purchase an aggregate of 2,233,860 shares that are exercisable
within 60 days of June 12, 2006, and the shares held by Mr. Hood’s
son and daughter described in note 8
above.
|
PROPOSAL
NO. 1
AMENDMENT
TO CERTIFICATE OF INCORPORATION
The
Board
of Directors has adopted, subject to stockholder approval, an amendment to
our
Restated Certificate of Incorporation, as amended (the “Charter”), which
amendment is described below.
The
Board
of Directors has approved, and recommends to the stockholders for adoption,
an
amendment to our Charter that would increase the total number of shares of
our
capital stock authorized for issuance from 55,000,000 to 115,000,000, and would
increase the number of shares of our common stock authorized for issuance from
50,000,000 to 110,000,000. As of the record date, an aggregate of [________]
shares of common stock were authorized and outstanding and reserved under our
stock plans for issuance upon the exercise of options and warrants or the
conversion of preferred stock, leaving us with only [______] shares of our
common stock not outstanding or reserved.
The
Board
of Directors believes that an increase in the number of shares of authorized
capital stock and common stock as contemplated by this Proposal would benefit
us
and our stockholders by giving us needed flexibility in our corporate planning
and in responding to developments in the our business. At this time the Board
of
Directors does not have any definitive plans for issuing these shares of common
stock.
Such
flexibility might include, without limitation, the issuance and sale of common
stock (i) in public or private offerings as a means of obtaining additional
capital for our business, (ii) as consideration, in whole or in part, for
capital expenditures or for the acquisition of businesses or other assets,
(iii)
in connection with the exercise of options or warrants or the conversion of
convertible securities, (iv) pursuant to any stock option plan or other benefit
plan or employment agreement, and (v) in connection with stock splits or
dividends and other general corporate purposes. We anticipate that we will
require additional funding to adequately finance the growth of our current
operations in the U.S. and Germany and to fulfill our strategic objectives.
We
are
presently considering the implementation of strategic growth plans in connection
with which we anticipate the possible need for additional authorized shares
for
equity financing purposes. These strategic plans include the possible
implementation of new technologies, as well as the expansion of our German
manufacturing plant. As of the date of this proxy statement, we have not made
any commitments for capital expenditures or otherwise entered into any
agreements related to such plans. In addition, as of the date of this proxy
statement, we have no agreements, understandings or commitments with respect
to
possible equity or other financing arrangements.
The
increase in the number of shares authorized for issuance will not have any
immediate effect on the rights of existing stockholders. The Board of Directors
will, however, have the authority to issue the authorized shares without
requiring future stockholders' approval of such issuances, except as may be
required by applicable law or exchange regulations. To the extent that
additional authorized shares are issued in the future, they will decrease the
existing stockholders’ percentage equity ownership and, depending upon the price
at which they are issued, could be dilutive to the existing stockholders. The
holders of common stock have no preemptive rights. The Board of Directors could
use the additional shares of common stock to discourage an attempt to change
control of our company. The Board of Directors, however, has no present
intention of issuing any shares of common stock for such purposes and this
Proposal is not being recommended in response to any specific effort of which
we
are aware to obtain control of our company.
Approval
of Proposal No. 1 requires the affirmative vote of the holders of a majority
of
our outstanding shares of common stock.
The
Board of Directors believes that the adoption of the amendment to the Charter
is
in the best interest of all stockholders and, accordingly, recommends a vote
“FOR” Proposal No. 1.
We
know
of no other business that may be presented for consideration at the Special
Meeting. If any other matters are properly presented to the Special Meeting,
however, it is the intention of the persons named in the accompanying proxy
card
to vote, or otherwise to act, in accordance with their best judgment on such
matters.
The
Board
hopes that stockholders will attend the Special Meeting.
Whether or not you plan to attend, you are urged to complete, sign and return
the enclosed proxy in the accompanying envelope, or vote by Internet or
telephone.
A
prompt response will greatly facilitate arrangements for the meeting, and your
cooperation will be appreciated. Stockholders who attend the Special Meeting
may
vote their shares personally even though they have sent in their
proxies.
|
By
Order of the Board of Directors
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Sylvia
Kamenski
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Secretary
|
Palo
Alto, California
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July
[__], 2006
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SOUTHWALL
TECHNOLOGIES, INC.
3788
Fabian Way
PALO
ALTO, CA 94303
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VOTE
BY INTERNET - www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day
before
the cut-off date or meeting date. Have your proxy card in hand when
you
access the web site and follow the instructions to obtain your records
and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS
If
you would like to reduce the costs incurred by Southwall Technologies
Inc.
in mailing proxy materials, you can consent to receiving all future
proxy
statements, proxy cards and annual reports electronically via e-mail
or
the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted,
indicate
that you agree to receive or access stockholder communications
electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
11:59 P.M. Eastern Time the day before the cut-off date or meeting
date.
Have your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Southwall Technologies Inc. , c
/ o ADP,
51 Mercedes Way, Edgewood, NY
11717.
|
TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
DETACH
AND RETURN THIS PORTION ONLY
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Vote on Proposal
1
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For
o
|
Against
o
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Abstain
o
|
1.
|
To approve
the amendment to our Restated Certificate of Incorporation to increase
the
authorized number of total shares of capital stock to 115,000,000
and the
authorized number of shares of Common Stock to
110,000,000.
|
2.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting and at any
adjournment or postponement
thereof.
|
Please
sign exactly as your name appears hereon. If the stock is registered in the
names of two or more persons, each should sign. If signer is a corporation,
please give full corporate name and have a duly authorized officer sign stating
title. If signer is a partnership, please sign in partnership name by an
authorized person.
For
address changes and/or comments please check
this box and write them on the back where indicated.
|
o
|
|
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Yes
|
No
|
|
|
|
Please
indicate if you plan to attend this meeting.
|
o
|
o
|
|
|
|
HOUSEHOLDING
ELECTION
-
Please indicate if you consent to receive certain future investor
communications in a single package per household.
|
o
|
o
|
|
|
|
|
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Signature
[PLEASE
SIGN WITHIN BOX]
|
Date
|
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Signature
(Joint Owners)
|
Date
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PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SOUTHWALL
TECHNOLOGIES INC.
Special
Meeting of Stockholders
August
7, 2006
The
undersigned hereby appoints Thomas G. Hood and Sylvia Kamenski, and each of
them, as attorneys and proxies of the undersigned, with power of substitution,
to vote all of the shares of stock of Southwall Technologies Inc. (the
“Company”) which the undersigned may be entitled to vote at the Special Meeting
of Stockholders of the Company to be held at the Company’s principal executive
offices at 3788 Fabian Way, Palo Alto, California on Monday, August 7, 2006
at
3:00 p.m., local time, and at all continuations, and adjournments or
postponements thereof, with all of the powers the undersigned would possess
if
personally present, upon and in respect of the matters as listed on the reverse
side and in accordance with the instructions designated on the reverse side,
with the discretionary authority as to all other matters that may properly
come
before the meeting.
Receipt
is hereby acknowledged of the Notice of Special Meeting of Stockholders and
Proxy Statement dated July [__], 2006 (the “Proxy Statement”).
UNLESS
A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR PROPOSAL 1
AS
MORE SPECIFICALLY SET FORTH IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS
ARE
INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE
THEREWITH.
PLEASE
VOTE, DATE, SIGN, AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Address
Changes/Comments:
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|
|
|
(If
you
noted any Address Changes/Comments above, please mark corresponding box on
the
reverse side.)
SEE
REVERSE SIDE
|
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
|
SEE
REVERSE SIDE
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