---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q/A

---

(MARK ONE)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2002

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 0-15930

---

SOUTHWALL TECHNOLOGIES INC.(Exact name of registrant as specified in its charter)

DELAWARE(State or other jurisdiction of
incorporation or organization)

94-2551470(I.R.S. Employer
Identification Number)1029 Corporation Way, Palo Alto, California(Address of principal executive offices)

94303(Zip Code)


Registrant's telephone number, including area code:(650) 962-9111

---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý No o

As
of May 9, 2002 there were 8,618,657 shares of the Registrant's Common Stock outstanding.

This
Form 10-Q/A is being filed to amend the Form 10-Q filed by the Company on May 17, 2002 to include Exhibit 10.116, a portion of which was not included in
the original Form 10-Q. This Form 10-Q/A makes no other changes to the original Form 10-Q.

---

---

---

PART II OTHER INFORMATION

Item 6Exhibits and Reports on Form 8-K



|Exhibit
Number |   | Item                                                                                                                                                                                                                                                                 
|-------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.116         |   | Distribution agreement between Globamatrix Holdings Pte. Ltd. and the Company, dated as of January 1, 2002 (portions of this exhibit have been omitted based on a request for confidential treatment; the non-public
information has been filed with the Commission).
|10.117         | * | Teijin Waiver letter.                                                                                                                                                                                                                                                
|10.118         | * | Sanwa Waiver letter.                                                                                                                                                                                                                                                 





---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Dated:
June 19, 2002

| |  | Southwall Technologies Inc.
| |  | ---------------------------
| |  | By:                        

---

QuickLinks