X0201 3 2004-02-23 0 0000813619 SOUTHWALL TECHNOLOGIES INC /DE/ SWTX 0000767538 NEEDHAM & CO INC 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001271419 NEEDHAM CAPITAL PARTNERS III BERMUDA LP C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001208854 NEEDHAM CAPITAL MANAGMENT LLC C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 0001271421 NEEDHAM CAPITAL MANAGEMENT BERMUDA LLC C/O NEEDHAM & CO 445 PARK AVE NEW YORK NY 10022 0 0 1 0 Common Stock 737067 D Common Stock 300000 D Common Stock 300000 D Common Stock 100000 D Common Stock 30000 D Common Stock 2000 I By wife Common Stock 1000 I By daughter Common Stock 1000 I By son Common Stock 1000 I By son Warrant (right to buy) 0.01 2003-12-18 2008-12-18 Common Stock 941115 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 2435348 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 341375 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 4263427 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 440307 D Warrant (right to buy) 0.01 2004-02-20 2009-02-20 Common Stock 849714 D 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 877058 D 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 122942 D 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 1535416 D 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 158571 D 10% Convertible Note due 2009 1 2004-02-20 2009-02-20 Common Stock 306013 D See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 CONTINUATION OF PREVIOUS FORM 3. This Form 3 is filed on behalf of joint filers identified in the footnotes to this Form 3 set forth in Exhibit 99.1 attached hereto and the Joint Filer Information set forth in Exhibit 99.2 attached hereto. This Form 3 incorporates information contained in a Form 3 filed by certain of the joint filers on December 22, 2003 (as amended on December 23, 2003). Exhibit List: 99.1: Footnotes 99.2: Joint Filer Information /s/ Glen W. Albanese, Chief Financial Officer 2004-02-20