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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1991
WASHINGTON, D.C. 20549 Estimated average burden
hours per response....14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7 )<F*>
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Southwall Technologies Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
844909 10 1
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(CUSIP Number)
Mary B. Cody, (314) 694-2976
Monsanto Company, 800 N. Lindbergh Boulevard, St. Louis, MO 63167
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
Sale of shares during period September 26, 1996 through October 3, 1996
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and receipt of shares in November 1995 and August 1996
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(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).
SEC 1746 (9-88) 1 of 4
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CUSIP NO. 844 909 10 1 SCHEDULE 13D Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monsanto Company, EIN 43-0420020
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) / /
(b) / /
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
386,579 assumes conversion of convertible note at
NUMBER OF $9.95/share. See Note 5 (as of October 3 1996)
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 386,579 assumes conversion of convertible note at
$9.95/share. See Note 5 (as of October 3, 1996)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
386,579 (assumes conversion of convertible note at $9.95/share)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / /
SHARES<F*>
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.98% (assumes conversion of convertible note at $9.95/share)
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14 TYPE OF REPORTING PERSON<F*>
CO
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[FN]
<F*>SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 4
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The following items are being amended as a result of Monsanto's
sale of 84,421 shares of common stock of the Issuer during the period
September 26, 1996 through and including October 3, 1996 and Monsanto's
receipt of 33,528 shares as payment of interest under the Issuer's
Convertible Note in November 1995 and August 1996.
Item 1. Security and Issuer
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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
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This Schedule is being filed by reason of the sale by Monsanto
of sufficient shares of Common Stock of Southwall so as to
constitute, in the aggregate, a decrease in excess of 1% of the
number of shares deemed to be held by Monsanto of a class of
securities of Southwall.
Item 3. Source and Amount of Funds or Other Consideration
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N/A
Item 4. Purpose of the Transactions
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N/A
Item 5. Interest in Securities of the Issuer
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Monsanto sold 84,421 shares of common stock of the Issuer in
open market transactions during the period from September 26, 1996
through and including October 3, 1996. Monsanto received 33,528
shares as payment of interest under the Issuer's Convertible Note
in November 1995 and August 1996. As of the date of Southwall's October 27,
1996 Form 10-Q, Southwall had outstanding an aggregate of 6,467,514 shares of
Common Stock. Assuming Monsanto's conversion at $9.95 per share of the
principal of a convertible Note of Issuer held by Monsanto, the fully diluted
share base would be increased by an additional 266,331 shares. If Monsanto
converted the Note at the exercise price of $9.95 per share, Monsanto would
beneficially own, following the sales and receipts reported hereby, a total of
386,579 shares of Common Stock, as follows:
171,141 shares previously reported as owned
-84,421 shares sold
+33,528 shares received
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120,248 shares held as of October 3, 1996
+266,331 shares upon conversion of the Note
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Total 386,579
Fully diluted, Monsanto's holding would amount to a beneficial
ownership interest of 5.98%. Based on the present actual Monsanto
ownership of 120,248 shares of Common Stock and assuming no
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conversion of the Note, Monsanto's direct actual ownership of
Southwall's Common Stock would be 1.86%.
The balance of responses to this item are incorporated by
reference from the original Form 13D and Amendments 1 through 5
thereof.
Item 6. Material to be Filed as Exhibits
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Incorporated by reference from Amendment No. 4 to this
Form 13D filed by Monsanto on June 15, 1995.
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SIGNATURE
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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
December 16, 1996.
