<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )<F*>
-----------
Southwall Technologies Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
844090 10 1
------------------------------------
(CUSIP Number)
William Lambert
Monsanto Company
800 N. Lindbergh Blvd., St. Louis, MO 63167
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 2, 1989
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
Page 1 of 87 pages
<PAGE> 2
- ------------------------- -------------------------
CUSIP NO. 844 090 10 1 13D Page 2 of 87 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company IRS ID No. 43-0420020
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) /X/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS<F*>
WC
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 565,000 assumes conversion of convertible note
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
565,000 assumes conversion of convertible note
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,000 (assumes conversion of convertible note)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5% (assumes conversion of convertible note)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON<F*>
CO
- -----------------------------------------------------------------------------
[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
3 of 87
Item 1. Security and Issuer
- ---------------------------
This Statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Southwall Technologies Inc., a
Delaware corporation (the "Company"). The address of the Company's
principal executive offices is 1029 Corporation Way, Palo Alto,
California 94303.
Item 2. Identity and Background
- -------------------------------
This Schedule is being filed by reason of (i) the acquisition
of 300,000 shares of the Common Stock of the Company and (ii) a
$2,650,000 Convertible Subordinated Note, due May 31, 1999,
convertible into Southwall Common Stock at $10.00 per share (the
"Note") by Monsanto Company (the "Purchaser"). Monsanto also
received certain warrants which are more fully described in Item
3. These warrants are not yet exercisable.
Monsanto Company ("Monsanto") is a Delaware corporation with
its principal executive offices located at 800 North Lindbergh
Blvd., St. Louis, MO 63167. Monsanto is a multi-national company
principally engaged, directly and through subsidiaries, in the
manufacture and sale of a widely diversified line of chemical and
pharmaceutical products.
The name, residence or business address and principal occupa-
tion of each director and executive officer are set forth in
Exhibit A, annexed hereto and incorporated herein by reference.
All such persons are citizens of the United States except
Mr. Kallen who is a citizen of the Netherlands.
<PAGE> 4
-2- 4 of 87
Neither Monsanto, nor to the best of Monsanto's knowledge,
any of the other individuals listed in Exhibit A has, during the
last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
On May 2, 1989, the Purchaser purchased from the Company an
aggregate of 300,000 shares of Common Stock at a price of $7.00
per share, and a $2,650,000 convertible subordinated note (con-
vertible into Southwall common stock at $10.00 per share) at a
price of $2,650,000. Monsanto also received warrants exercisable
for up to a maximum of 20 per cent of Southwall's fully diluted
equity (less the 300,000 shares and 265,000 shares from the
Note). The warrants are not exercisable at this time. Half the
---
warrants are exercisable when Southwall's cumulative sales to
Monsanto under a thin-film coating supply contract dated May 2,
1989 (the "Supply Contract") exceed $10 million. The remaining
warrants are exercisable when such cumulative sales exceed $30
million. Subject to the cumulative sales threshold being met,
the warrants are execisable at 125% of the current market price
over the preceding 120 days but not less than $12.50 per share
nor more than $15.00 per share.
Monsanto utilized available working capital to fund all of its
purchases mentioned above. Total cash consideration received by
Southwall from Monsanto was $4,750,000.
<PAGE> 5
-3- 5 of 87
Item 4. Purpose of the Transactions
- -----------------------------------
The Purchaser has acquired the shares of Common Stock and the
Note and warrants of the Company for the purpose of making an
investment in the Company and providing the Company with additional
working capital.
Except as set forth below in this Item 4, the Purchaser does
not have any present plans or proposals which relate to or would
result in (i) the acquisition by any person of additional securi-
ties of the Company, or the disposition of securities of the
Company (except that the Note and the warrants referred to in
Item 3 may at some future time be converted into Common Stock);
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of
its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries (except that
the Company may supply to Monsanto coated thin-film product
pursuant to the Supply Agreement and there are certain
obligations of the Company in allowing Monsanto to manufacture
the product if the Company is unable to supply); (iv) any change
in the present Board of Directors or management of the Company,
including any plans or proposals to change the number or term of
the directors or to fill any vacancies on the Board (except as
set forth three paragraphs below); (v) any material change in the
present capitalization or dividend policy of the Company; (vi)
any other material change in the Company's business or corporate
structure; (vii) changes in the Company's charter, by-laws, or
other instruments corresponding thereto or other actions which
may impede the acquisition of control of the Company by any
person except as set forth in the next paragraph; (viii) causing
a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
<PAGE> 6
-4- 6 of 87
(ix) a class of equity securities of the Company being eligible
for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or (x) any action similar to
any of those enumerated above.
The Supply Agreement does have a change of control section
which provides in the event of a "change of control" within 2
years from May 2, 1989, the Company would pay Monsanto a fee of
$3,000,000 and if a change of control occurred after two years
but within four years of such date, the Company would pay Monsanto
$1,500,000. Monsanto has certain termination rights with respect
to the Supply Agreement in the event of a change of control and
during the term of the Supply Agreement (which initial term is
five years and from year to year thereafter, but subject to
termination by either party thereafter) the Company has agreed
not, directly or indirectly, to initiate or enter into discussions
or agreements relating to the possible sale of the Company, its
stock, or its assets or a significant part thereof, with du Pont,
Sekisui or Dynamit Nobel (Huls) except to the extent necessary in
connection with a hostile transaction.
As long as Monsanto holds 300,000 or more of the shares of Common
Stock, the Company will prior to any negotiations regarding a
corporate reorganization, merger or sale of all or substantially
all of the Company's assets afford Monsanto notice of the Company's
intent to proceed with negotiations and suspend negotiations for
thirty days to allow Monsanto to proceed with similar negotiations.
The Company agrees that if Monsanto holds 500,000 shares of
Common Stock (and the Note does not count unless it is converted
into Common Stock), the Company shall take all steps necessary to
place into nomination on the Board of Directors a nominee reasonably
acceptable to the Company and designated by Monsanto. Thereafter,
the Company agrees while Monsanto holds such 500,000 or more
shares to use its best efforts to continue such nominee's continued
<PAGE> 7
-5- 7 of 87
tenure upon the Company's Board and to use its best efforts to
continue membership of any additional nominees reasonably accept-
able to the Company and designated by Monsanto if Monsanto's
ownership of Common Stock on a proportionate basis of total stock
ownership would entitle it to more nominees.
Until the earlier of June 1, 1994, or the warrants are
exercised in full, Monsanto agrees not to acquire beneficial
ownership of Common Stock of the Company or securities convertible
or exchangeable into Common Stock of the Company without the
prior written consent of the Company except for (i) payment of
interest (which is payable in Common Stock) under the Note,
(ii) exercise of the warrants or right to maintain proportionate
ownership, (iii) a tender offer is made by a third party which,
if successful, would result in such party having the right to
acquire at least 50% of the Company's total number of shares then
outstanding or (iv) it is publicly disclosed or Monsanto learns
and notifies the Company that another party has acquired capital
stock of the Company equal to or has rights to acquire at least
25% of the Company's shares then outstanding.
Monsanto will continue to evaluate its investment in the
shares of the Common Stock and Note and warrants of the Company
in the light of changing circumstances and reserves the right to
take such action in regard to such investment in the future as it
deems to be in its best interest.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
As of May 2, 1989, the Company had outstanding an aggregate
of 6,639,682 shares of Common Stock assuming conversion of the
Note.
<PAGE> 8
-6- 8 of 87
As a result of the purchases of Common Stock of the Company
effected on May 2, 1989, the Purchaser presently owns an aggregate
of 300,000 shares of Company Common Stock and beneficially owns
an additional 265,000 shares of Common Stock (based on the
conversion of the Note). Monsanto would have a beneficial
ownership interest of 8.5% of the then resulting outstanding
Common Stock of the Company based on a 565,000 share beneficial
ownership. Based on the present ownership of 300,000 shares of
Common Stock by Monsanto and assuming no conversion of the Note,
--
Monsanto has an ownership interest of less than 5.0% of the
Company.
Monsanto has not effected any transactions in the Common
Stock of the Company (other than in connection with the trans-
actions described herein) in the past 60 days.
Subject to Item 6 below, on voting in the same proportion as
the votes cast on certain issues, Monsanto has the sole power to
vote and dispose of the shares of the Common Stock owned of
record by Monsanto.
Except as described above, Monsanto does not beneficially own
any shares of the Company's Common Stock or know any other person
who has, the right to receive or the power to direct the receipt
of dividends on the Common Stock owned beneficially by Monsanto.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ----------------------------------------------------------------
with Respect to Securities of the Issuer
- ----------------------------------------
Monsanto has the contracts, arrangements and understandings
set forth in Item 4 above.
In addition, so long as the restrictions on Monsanto acquiring
additional shares of Common Stock of the Company are in effect as
described in the next to last paragraph of Item 4, Monsanto has
<PAGE> 9
-7- 9 of 87
agreed to take such action as may be required so that all Common
Stock beneficially owned by Buyer are voted in the same proportion
as the votes cast by other holders of capital stock voting on
same form of disposition of the Company. Monsanto is also
prohibited from depositing any Common Stock of the Company in a
voting trust or from joining a partnership, limited partnership,
syndicate or other group or otherwise act in concert with any
third person for the purpose of acquiring, holding or disposing
of any Common Shares of the Company.
Monsanto generally does have the right to maintain its
proportionate equity ownership in the Company following the
Company's issuance of Common Stock or securities convertible into
or exchangeable for Common Stock.
Item 7. Material to be Filed as Exhibits
- ----------------------------------------
Exhibit A - List of Directors, Executive Officers
and persons deemed to be controlling
persons of Monsanto
Exhibit B - Agreement dated as of May 2, 1989,
between Southwall Technologies Inc. and
Monsanto Company covering issuance to
Monsanto of 300,000 shares of Common
Stock of Southwall
Exhibit C - Copy of Southwall Technologies Inc.
$2,650,000 Convertible Subordinated Note
due May 31, 1999
<PAGE> 10
-8- 10 of 87
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
MONSANTO COMPANY
Date: By R. G. Dahlen WDL
-------------------------
June 26, 1989 R. G. Dahlen
Assistant Secretary
<PAGE> 11
PURSUANT TO SECTION 232.101(a)(2)(ii) OF REGULATION S-T, EXHIBITS
A, B AND C TO THIS SCHEDULE 13D PREVIOUSLY FILED IN PAPER FORMAT ON
JUNE 27, 1989 ARE NOT REQUIRED TO BE FILED AS PART OF THIS FIRST
REQUIRED SCHEDULE 13D ELECTRONIC FILING.
<PAGE> 12
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )<F*>
-----------
Southwall Technologies Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
844090 10 1
------------------------------------
(CUSIP Number)
William D. Lambert, Monsanto Company
800 N. Lindbergh Blvd., St. Louis, MO 63167
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
6/12/91
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement: / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 11 pages
<PAGE> 13
- ------------------------- -------------------------
CUSIP NO. 844 090 10 1 SCHEDULE 13D Page 2 of 11 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company IRS ID No. 43-0420020
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) /X/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS<F*>
None
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
Not Applicable
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
754,693 assumes conversion of convertible note at
NUMBER OF $7.00/share. See Item 5.
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 754,693 assumes conversion of convertible note at
$7.00/share. See Item 5.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,693 (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
Not Applicable
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4% (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON<F*>
CO
- -----------------------------------------------------------------------------
[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-87) 2 of 7
<PAGE> 14
Page 3 of 11
Item 1. Security and Issuer
- ---------------------------
This Statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Southwall Technologies Inc., a
Delaware corporation ("Southwall"). The address of Southwall's
principal executive offices is 1029 Corporation Way, Palo Alto,
California 94303.
Item 2. Identity and Background
- -------------------------------
This Schedule is being filed by reason of the modification
of the $2,650,000 Convertible Subordinated Note, due May 31,
1999, originally convertible into Southwall Common Stock at
$10.00 per share (the "Note") by Monsanto Company ("Monsanto").
Monsanto is a Delaware corporation with its principal
executive offices located at 800 North Lindbergh Blvd.,
St. Louis, Missouri 63167. Monsanto is a multi-national company
principally engaged, directly and through subsidiaries, in the
manufacture and sale of a widely diversified line of chemical and
pharmaceutical products.
The name, residence or business address and principal
occupation of each director and executive officer are set forth
in Exhibit A, annexed hereto and incorporated herein by
reference. All such persons are citizens of the United States
except Mr. Kallen who is a citizen of the Netherlands.
Item 2(d): None
- ---------
Item 2(e): No
- ---------
<PAGE> 15
Page 4 of 11
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
On June 12, 1991 Southwall and Monsanto agreed to modify the
$2,650,000 Convertible Subordinated Note due May 31, 1999 (the
"Note") pursuant to a letter agreement which is attached as
Exhibit B hereto. To effectuate such funding the parties agreed
that the interest rate on the Note shall be equal to 0% during
the Funding Period and the Conversion Price as defined in the
Note shall be equal to $7.00 per share (subject to adjustment as
set forth in the Note which was Exhibit C to the Schedule 13D
filed by Monsanto on June 27, 1989). In the event that Monsanto
does not convert the Note into shares of Southwall Common Stock
prior to June 1, 1993, then the Conversion Price shall revert to
the Conversion Price that would have been in effect had the
modification of the Note never been entered into.
Item 4. Purpose of the Transactions
- -----------------------------------
Monsanto has modified the Note interest rate for the purpose
of funding certain research and development at Southwall and
obtaining a lower Conversion Price in exchange for a reduction in
interest rate of the Note.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
As of June 1, 1991, Southwall had outstanding an aggregate
of 6,861,628 shares of Common Stock plus 378,571 shares assuming
Monsanto's conversion of the Note at $7.00 per share. Assuming
Monsanto converted the Note at an exercise price of $7.00 per
share, Monsanto would beneficially own a total 754,693 shares of
Common Stock, and Monsanto would have a beneficial ownership
interest of 10.4%.
Based on the present ownership of 376,122 shares of Common
Stock by Monsanto and assuming no conversion of the Note,
--
Monsanto has presently an ownership interest of 5.5% of
Southwall's Common Stock.
<PAGE> 16
Page 5 of 11
Since May 31st, 1989, Monsanto has acquired 76,122 shares of
Common Stock from Southwall pursuant to the interest paid on the
Note. Monsanto and Southwall have now agreed, pursuant to the
letter agreement attached as Exhibit B, that the Conversion Price
should be modified to Seven Dollars ($7.00) per share. Either
party, pursuant to such letter agreement, has the right under
certain conditions to shorten the two year Funding Period in
which this Seven Dollar ($7.00) Conversion Price applies, upon
giving the other party certain notice. In exchange for this
reduction in Conversion Price, the interest rate on the Note has
been modified to zero percent (0%) during this two-year period or
such shorter period.
Item 5(c) Monsanto is due and will receive 19,345 shares of
- ---------
Southwall Common Stock from Southwall as an interest payment (the
May 31, 1991 payment) on the Note. These 19,345 shares are
included in Monsanto's reporting hereunder. This is Monsanto's
only transaction in the Common Stock of Southwall (other than in
connection with the transactions described herein) within the
past sixty (60) days.
Item 6. Contracts, Arrangements, Understandings or Relationships
- ----------------------------------------------------------------
with Respect to Securities of the Issuer
- ----------------------------------------
Monsanto has the contracts, arrangements and understandings
set forth in Item 5 above and in Item 4 of the June 27, 1989
filing.
Item 7. Material to be Filed as Exhibits
- ----------------------------------------
Exhibit A - List of Monsanto Directors and Executive
Officers
Exhibit B - Letter Agreement dated June 11, 1991 and
executed June 12, 1991 by Southwall modifying
the Note.
<PAGE> 17
Page 6 of 11
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
MONSANTO COMPANY
By R. G. Dahlen WDL
-------------------------
Assistant Secretary
June 19, 1991
<PAGE> 18
PURSUANT TO SECTION 232.101(a)(2)(ii) OF REGULATION S-T, EXHIBITS
A AND B OF THIS AMENDMENT NO. 1 TO SCHEDULE 13D PREVIOUSLY FILED IN
PAPER FORMAT ON JUNE 21, 1991 ARE NOT REQUIRED TO BE FILED AS PART
OF THIS FIRST REQUIRED SCHEDULE 13D ELECTRONIC FILING.
<PAGE> 19
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )<F*>
-----------
Southwall Technologies Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
844090 10 1
------------------------------------
(CUSIP Number)
William D. Lambert, Monsanto Company
800 N. Lindbergh Blvd., St. Louis, MO 63167
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Receipt of letter on November 5, 1992 from Southwall Technologies Inc.
------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement: / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following pages)
Page 1 of 3 pages
<PAGE> 20
- ------------------------- -------------------------
CUSIP NO. 844 090 10 1 SCHEDULE 13D Page 2 of 3 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company IRS ID No. 43-0420020
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) /X/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS<F*>
None
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
Not Applicable
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
754,693 assumes conversion of convertible note at
NUMBER OF $7.00/share. See Item 5.
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 754,693 assumes conversion of convertible note at
$7.00/share. See Item 5.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,693 (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
Not Applicable
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4% (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON<F*>
CO
- -----------------------------------------------------------------------------
[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-87) 2 of 7
<PAGE> 21
Page 3 of 3
The following items are being amended because the issuer has purchased certain
of its shares from a third party.
Item 1. Security and Issuer
- ---------------------------
This Statement relates to the Common Stock, par value $.001 per share
(the "Common Stock"), of the issuer, Southwall Technologies Inc., a Delaware
corporation ("Southwall"). The address of Southwall's principal executive
offices is 1029 Corporation Way, Palo Alto, California 94303.
Item 2. Identity and Background
- -------------------------------
This Schedule is being filed by reason of the issuer, Southwall,
repurchasing from third parties some of the Common Stock of Southwall.
Monsanto Company ("Monsanto") has not acquired any additional Southwall Common
Stock, but the reduction in Southwall outstanding Common Stock has resulted in
Monsanto's percentage ownership increasing by more than 1%.
Monsanto is a Delaware corporation with its principal executive offices
located at 800 North Lindbergh Blvd., St. Louis, Missouri 63167. Monsanto is
a multi-national company principally engaged, directly and through
subsidiaries, in the manufacture and sale of a widely diversified line of
chemical and pharmaceutical products.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
As of November 1, 1992, Southwall had advised Monsanto that Southwall
had outstanding an aggregate of 5,745,000 shares of Common Stock plus 378,571
shares assuming Monsanto's conversion of the Note at $7.00 per share.
Assuming Monsanto converted the Note at an exercise price of $7.00 per share,
Monsanto would beneficially own a total 754,693 shares of Common Stock, and
Monsanto would have a beneficial ownership interest of 12.4%.
Based on the present ownership of 376,122 shares of Common Stock by
Monsanto and assuming no conversion of the Note, Monsanto has presently an
--
ownership interest of 6.5% of Southwall's Common Stock.
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
MONSANTO COMPANY
By R. G. Dahlen WDL
-------------------------
Assistant Secretary
November 13, 1992
<PAGE> 22
---------------------------
OMB APPROVAL
---------------------------
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1991
WASHINGTON, D.C. 20549 Estimated average burden
hours per form .......14.90
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )<F*>
-----------
Southwall Technologies Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
844090 10 1
------------------------------------
(CUSIP Number)
William D. Lambert, Monsanto Company
800 N. Lindbergh Blvd., St. Louis, MO 63167
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Receipt of letter on May 3, 1993 from Southwall Technologies Inc.
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 9 pages
SEC 1746 (9-88) 1 of 7
<PAGE> 23
- ------------------------- -------------------------
CUSIP NO. 844 090 10 1 SCHEDULE 13D Page 2 of 9 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company IRS ID No. 43-0420020
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) /X/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS<F*>
None
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
Not Applicable
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
754,693 assumes conversion of convertible note at
NUMBER OF $7.00/share. See Item 5.
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 754,693 assumes conversion of convertible note at
$7.00/share. See Item 5.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,693 (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
Not Applicable
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2% (assumes conversion of convertible note at $7.00/share)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON<F*>
CO
- -----------------------------------------------------------------------------
[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 24
Page 3 of 9
The following items are being amended because the issuer and Monsanto have
amended a Convertible Subordinated Note interest rate.
Item 1. Security and Issuer
- ---------------------------
This Statement relates to the Common Stock, par value $.001 per share
(the "Common Stock"), of the issuer, Southwall Technologies Inc., a Delaware
corporation ("Southwall"). The address of Southwall's principal executive
offices is 1029 Corporation Way, Palo Alto, California 94303.
Item 2. Identity and Background
- -------------------------------
This Schedule is being filed by reason of the issuer, Southwall, and
Monsanto Company ("Monsanto") remodifying the interest rate on a 2,650,000
Convertible Subordinated Note to fund certain research and development of
Southwall. Monsanto Company ("Monsanto") has not acquired any additional
---
Southwall Common Stock since filing the last amendment to Schedule 13D
relating to Southwall in November, 1992.
Monsanto is a Delaware corporation with its principal executive offices
located at 800 North Lindbergh Blvd., St. Louis, Missouri 63167. Monsanto is
a multi-national company principally engaged, directly and through
subsidiaries, in the manufacture and sale of a widely diversified line of
chemical and pharmaceutical products.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
Monsanto received from Southwall May 3, 1993 an executed letter
agreement, attached as Exhibit B hereto, whereby the parties amended the
June 12, 1991 letter agreement filed by Monsanto as Exhibit B in Amendment
No. 1 to Schedule 13D in June 1991 and agreed that the June 1, 1993 Funding
Period would be extended to December 31, 1993.
Item 4. Purpose of the Transactions
- -----------------------------------
The parties have extended the period of the 0% interest rate from
June 1, 1993 through December 31, 1993 for the purposes described in Exhibit B
attached hereto.
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
As of April 4, 1993, Southwall has advised Monsanto that Southwall had
outstanding an aggregate of 5,800,473 shares of Common Stock plus 378,571
shares assuming Monsanto's conversion of the Note at $7.00 per share.
Assuming Monsanto converted the Note at an exercise price of $7.00 per share,
Monsanto would beneficially own a total 754,693 shares of Common Stock, and
Monsanto would have a beneficial ownership interest of 12.2%.
<PAGE> 25
Page 4 of 9
Based on the present ownership of 376,122 shares of Common Stock by
Monsanto and assuming no conversion of the Note, Monsanto has an ownership of
--
6.5% of Southwall's Common Stock.
Item 7. Material to be Filed as Exhibits
- ----------------------------------------
Exhibit A - List of Monsanto Directors and Executive Officers
Exhibit B - Letter Agreement dated April 19, 1993 and received by
Monsanto May 3, 1993, modifying the Note.
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
MONSANTO COMPANY
By R. G. Dahlen WDL
-------------------------
Assistant Secretary
May 5, 1993
<PAGE> 26
PURSUANT TO SECTION 232.101(a)(2)(ii) OF REGULATION S-T, EXHIBITS
A AND B OF THIS AMENDMENT NO. 3 TO SCHEDULE 13D PREVIOUSLY FILED IN
PAPER FORMAT ON MAY 6, 1993 ARE NOT REQUIRED TO BE FILED AS PART OF
THIS FIRST REQUIRED SCHEDULE 13D ELECTRONIC FILING.
<PAGE> 27
---------------------------
OMB APPROVAL
---------------------------
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1991
WASHINGTON, D.C. 20549 Estimated average burden
hours per form .......14.90
---------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )<F*>
-----------
Southwall Technologies Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
844909 10 1
------------------------------------
(CUSIP Number)
Robert L. Kelley, Monsanto Company
800 N. Lindbergh Blvd., St. Louis, MO 63167 (314) 694-2859
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Receipt of additional shares as of May 31, 1995 from Issuer
-----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
[FN]
<F*>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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 9 pages
SEC 1746 (9-88) 1 of 7
<PAGE> 28
- ------------------------- -------------------------
CUSIP NO. 844 909 10 1 SCHEDULE 13D Page 2 of 9 Pages
--------------- ---- ---
- ------------------------- -------------------------
- -----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company EIN 43-0420020
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) / /
Not Applicable
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS<F*>
None
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
Not Applicable
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
729,145 assumes conversion of convertible note at
NUMBER OF $9.95/share. See Item 5.
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 729,145 assumes conversion of convertible note at
$9.95/share. See Item 5.
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
729,145 (assumes conversion of convertible note at $9.95/share)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
Not Applicable
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4% (assumes conversion of convertible note at $9.95/share)
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON<F*>
CO
- -----------------------------------------------------------------------------
[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 29
Page 3 of 9
The following items are being amended as a result of Monsanto's
receipt of common stock of the Issuer in lieu of interest under a
Convertible Subordinated Note of the Issuer.
Item 1. Security and Issuer
- -----------------------------
This Statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of the Southwall Technologies Inc.,
a Delaware corporation ("Southwall"). The address of Southwall's
principal executive offices is 1029 Corporation Way, Palo Alto,
California 94303, Telephone (415) 962-9111.
Item 2. Identity and Background
- ---------------------------------
This Schedule is being filed by reason of the receipt by
Monsanto of sufficient additional shares of Common Stock in lieu of
interest paid under a Convertible Subordinated Note of Southwall so
as to constitute, in the aggregate, a 1% change in the number of
shares held by Monsanto of a class of securities of Southwall.
This Schedule also is revised to state that, as a result of
the issuance by Southwall of additional shares of Common Stock to
a third party at a price lower than the stated conversion rate
under the Convertible Subordinated Note, the conversion rate under
said Note has been changed from (i) one share of common stock for
each $10 in the principal sum of said Convertible Subordinated Note
to (ii) one share of Common Stock for each $9.95 in principal sum
thereof.
Monsanto is a Delaware corporation with its principal
executive offices located at 800 North Lindbergh Blvd., St. Louis,
Missouri 63167. Monsanto is a multi-national company principally
engaged, directly and through subsidiaries, in the manufacture and
sale of a widely diversified line of chemical, agricultural, food
ingredients, and pharmaceutical products.
Item 3. Source and Amount of Funds or Other Consideration
- -----------------------------------------------------------
The acquisitions being reported are the result of the issuance
of additional shares of Common Stock by Southwall in lieu of
Southwall's payment of interest under the Convertible Subordinated
Note.
<TABLE>
The following number of shares were issued in lieu of interest
under the Convertible Subordinated Note as of the following dates:
<CAPTION>
Number of Price/Value Interest Owed Date
Shares
<C> <C> <C> <C>
22,739 $ 3.375 $ 76,741.10<F1> 5/31/94
33,036 $ 2.812 $ 93,004.11<F2> 11/30/94
30,918 $ 2.99 $ 92,497.00<F3> 5/31/95
<FN>
- ----------
<F1>Plus $4.36 carry over from a prior interest period in 1991.
<F2>Plus $3.03 carry over from 5/31/94.
<F3>Plus $0.92 carry over from 11/30/94.
</TABLE>
<PAGE> 30
-2- Page 4 of 9
Item 4. Purpose of the Transactions
- -------------------------------------
Monsanto has agreed to receive shares of Common Stock in lieu
of interest paid under the Convertible Subordinated Note. This
schedule outlines the receipt of such shares since the last filing
of this Schedule by Monsanto.
Item 5. Interest in Securities of the Issuer
- ----------------------------------------------
As of the date of filing of Southwall's latest 10-Q, May 10,
1995, Southwall had outstanding an aggregate of 5,846,745 shares of
Common Stock plus 266,331 shares assuming Monsanto's conversion of
the Note at $9.95 per share. Assuming Monsanto converted the Note
at an exercise price of $9.95 per share, Monsanto would
beneficially own a total of 729,145 shares of Common Stock, as
follows:
376,121 shares owned and reported prior to this filing
266,331 shares upon conversion of the Note
22,739 shares issued as of 5/31/94
33,036 shares issued as of 11/30/94
30,918 shares issued as of 5/31/94
-------
Total 729,145
Fully diluted, Monsanto's holding would amount to a beneficial
ownership interest of 12.4%. Based on the present actual ownership
of 462,814 shares of Common Stock by Monsanto and assuming no
--
conversion of the Note, Monsanto has a direct actual ownership of
7.8% of Southwall's Common Stock.
At the time of Monsanto's initial investment in Southwall in
1989, Monsanto also received warrants exercisable for up to a
maximum of 20 per cent of Southwall's fully diluted equity (less
the original purchase of 300,000 shares and 266,331 shares from
the Note). The warrants are not exercisable at this time. Half
---
the warrants are exercisable when Southwall's cumulative sales to
Monsanto under a thin-film coating supply contract dated May 2,
1989 (the "Supply Contract") exceed $10 million. The remaining
warrants are exercisable when such cumulative sales exceed $30
million. Subject to the cumulative sales threshold being met, the
warrants are exercisable at 125% of the current market price over
the preceding 120 days but not less than $12.50 per share nor more
than $15.00 per share. The warrants have not been included in the
calculation as there is no reasonable prospect for their exercise.
Item 6. Material to be Filed as Exhibits
- ------------------------------------------
Exhibit A - List of Monsanto Directors and Executive
Officers
<PAGE> 31
-3- Page 5 of 9
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
MONSANTO COMPANY
By /s/K.R. Barnickol
Assistant Secretary
June 15, 1995.
<PAGE> 32
-4-
Page 6 of 9
June, 1995
<TABLE>
Exhibit A
---------
LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF
MONSANTO COMPANY<F*>
-------------------------------------------
<CAPTION>
DIRECTORS
---------
Name Business Address
---- ----------------
<S> <C>
Robert B. Shapiro Chairman, Chief Executive Officer &
President
Monsanto Company
800 North Lindbergh Blvd.
St. Louis, Missouri 63l67
Joan T. Bok Chairman
New England Electric System
25 Research Drive
Westborough, Massachusetts 0l582
Robert M. Heyssel, M.D. P.O. Box 451
Retired RD 5
4 Canal Lane
Seaford, Delaware 19973
Gwendolyn S. King Senior Vice President, Corporate &
Public Affairs
PECO Energy Company
2301 Market Street
Philadelphia, Pennsylvania 19101-8699
Philip Leder, M.D. Chairman, Department of Genetics
Harvard Medical School
200 Longwood Avenue
Boston, Massachusetts 02115
Howard M. Love 500 Grant Street, Suite 2108
Retired Pittsburgh, Pennsylvania l5219
Richard J. Mahoney 800 North Lindbergh Blvd.
Retired St. Louis, Missouri 63167
<FN>
<F*>Except for Mr. Peters who is a citizen of The Netherlands and Mr. Verfaillie who is a citizen
of Belgium, all persons listed are U.S. citizens.
<PAGE> 33
-2-
Page 7 of 9
June, 1995
<CAPTION>
DIRECTORS (Cont'd)
------------------
Name Business Address
---- ----------------
<S> <C>
Frank A. Metz, Jr. Pierson Lakes, Box 26
Retired Sloatsburg, New York 10974
Buck Mickel Consultant
Fluor Daniel Corporation
Daniel Bldg. - Main Street
Greenville, South Carolina 29602
Jacobus F. M. Peters Dennenlaan 15
Retired 2244 AK Wassenaar
The Netherlands
Nicholas L. Reding Vice Chairman of the Board
Monsanto Company
800 North Lindbergh Blvd.
St. Louis, Missouri 63167
John S. Reed Chairman
Citicorp and Citibank, N.A.
2nd Floor
399 Park Avenue
New York, New York 10043
William D. Ruckelshaus Chairman and Chief Executive
Officer
Browning-Ferris Industries, Inc.
P.O. Box 3151
Houston, Texas 77253
John Brooks Slaughter (Dr.) President
Occidental College
1600 Campus Road
Los Angeles, California 90041
</TABLE>
<PAGE> 34
-3- Page 8 of 9
June, 1995
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
------------------
Name Title Business Address
---- ----- ----------------
<S> <C> <C>
Robert B. Shapiro Chairman of the Board,
Chief Executive 800 North Lindbergh Blvd.
Officer and President St. Louis, Missouri 63l67
Richard U. De Schutter Chairman of the 5200 Old Orchard Road
Board and Chief Skokie, Illinois 60077
Executive Officer
G. D. Searle & Co.
Richard W. Duesenberg Senior Vice President
and 800 North Lindbergh Blvd.
Secretary St. Louis, Missouri 63l67
Steven L. Engelberg Vice President Suite 1100
700 14th Street N.W.
Washington, D.C. 20005
Pierre Hochuli Vice President 800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Robert B. Hoffman Senior
Vice President 800 North Lindbergh Blvd.
St. Louis, Missouri 63l67
Teresa E. McCaslin Vice President 800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Philip Needleman, Ph.D. Senior 800 North Lindbergh Blvd.
Vice President St. Louis, Missouri 63167
Robert G. Potter Executive 800 North Lindbergh Blvd.
Vice President St. Louis, Missouri 63l67
Nicholas L. Reding Vice Chairman 800 North Lindbergh Blvd.
of the Board St. Louis, Missouri 63167
Robert W. Reynolds Vice President 800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Bruce R. Sents Vice President 800 North Lindbergh Blvd.
and Controller St. Louis, Missouri 63l67
<PAGE> 35
-4-
Page 9 of 9
June, 1995
<CAPTION>
EXECUTIVE OFFICERS (Cont'd)
---------------------------
Name Title Business Address
---- ----- ----------------
<S> <C> <C>
Hendrik A. Verfaillie Vice President 800 North Lindbergh Blvd.
St. Louis, Missouri 63167
Virginia V. Weldon, M.D. Senior 800 North Lindbergh Blvd.
Vice President St. Louis, Missouri 63167
</TABLE>
