SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(MARK ONE)

/X/      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


         For the quarterly period ended October 3, 1999
                                        ---------------

/_/      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

         For the transition period from ______ to ________


                         Commission File Number: 0-15930


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


              DELAWARE                                     94-2551470
    ------------------------------                    ----------------------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                    Identification Number)


1029 Corporation Way, Palo Alto, California                  94303
 ------------------------------------------                ----------
 (Address of principal executive offices)                  (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    X          No
                              -----             -----

As of October 3, 1999 there were  7,476,044  shares of the  Registrant's  Common
Stock outstanding.

                                       1



                           SOUTHWALL TECHNOLOGIES INC.

                                      INDEX

                                                                     Page Number
                                                                     -----------

                          PART I FINANCIAL INFORMATION

Item 1       Financial Statements:

                  Consolidated Balance Sheets - October 3, 1999
                  and December 31, 1998.......................................3

                  Consolidated Statements of Operations -
                  Three months and nine months
                  ended October 3, 1999 and September 27, 1998................4

                  Consolidated Statements of Cash Flows -
                  Nine months ended October 3, 1999
                  and September 27, 1998......................................5

                  Notes to Consolidated Financial Statements..................6

Item 2            Management's Discussion and Analysis
                  of Financial Condition and Results of Operations............7

Item 3            Quantitative and Qualitative Disclosures about
                  Market Risk................................................12

                            PART II OTHER INFORMATION

Item 1            Legal Proceedings and Other Matters........................13

Item 2            Changes in Securities......................................13

Item 3            Defaults Upon Senior Securities............................13

Item 4            Submission of Matters to a Vote of Stockholders............13

Item 5            Other Information..........................................13

Item 6            Exhibits and Reports on Form 8-K...........................13

                  Signatures.................................................14



                                       2



                          PART I FINANCIAL INFORMATION

Item 1 - Financial Statements:

                           SOUTHWALL TECHNOLOGIES INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                   (Unaudited)

ASSETS                                         October 3, 1999 December 31, 1998
                                               --------------- -----------------

Current assets:
     Cash and cash equivalents                    $    297         $  4,136
     Short-term investments                           --                  7
     Accounts receivable, net of allowance
      for doubtful accounts of $853 and $845        11,722           12,355
     Inventories                                     6,461            6,057
     Other current assets                            1,465              813
                                                  --------         --------
         Total current assets                       19,945           23,368

Property and equipment, net                         43,214           29,068
Other assets                                         4,226            1,583
                                                  --------         --------

     Total assets                                 $ 67,385         $ 54,019
                                                  ========         ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Bank credit line                             $  5,118         $   --
     Accounts payable                                8,687            6,307
     Accrued compensation                            2,599            2,265
     Other accrued liabilities                       1,958            3,655
     Current portion of long-term debt               2,661           15,397
                                                  --------         --------
         Total current liabilities                  21,023           27,624

Long-term debt                                      20,204              141
Deferred income taxes                                  437              437
                                                  --------         --------
         Total liabilities                          41,664           28,202
                                                  --------         --------

Commitments

Stockholders' equity:
     Common stock, $.001 par value,
      20,000 shares authorized:
      Issued and outstanding: 7,889 and 7,889            8                8
     Capital in excess of par value                 51,866           52,181
     Notes receivable                                 (930)          (1,020)
     Accumulated deficit                           (23,125)         (22,500)
     Less cost of treasury stock, 413
      and 565 shares                                (2,098)          (2,852)
                                                  --------         --------
         Total stockholders' equity                 25,721           25,817
                                                  --------         --------

     Total liabilities and
          stockholders' equity                    $ 67,385         $ 54,019
                                                  ========         ========

          See accompanying notes to consolidated financial statements.

                                       3



                              SOUTHWALL TECHNOLOGIES INC.
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                         (in thousands, except per share data)
                                      (Unaudited)

                                           Three Months Ended      Nine Months Ended
                                          --------------------    --------------------
                                           Oct. 3,    Sep. 27,     Oct. 3,    Sep. 27,
                                           -------    --------     -------    --------
                                            1999        1998        1999        1998
                                          --------    --------    --------    --------
                                                                  
Net revenues                              $ 15,195    $ 14,011    $ 39,580    $ 38,484
                                          --------    --------    --------    --------

Costs and expenses:
   Cost of sales                            10,897      10,056      29,218      31,293
   Research and development                  1,388         928       3,914       2,901
   Selling, general and
    administrative                           2,031       2,260       5,967       6,932
                                          --------    --------    --------    --------

    Total costs and expenses                14,316      13,244      39,099      41,126
                                          --------    --------    --------    --------

Income (loss) from operations                  879         767         481      (2,642)

Interest expense, net                         (505)       (202)     (1,067)       (492)
                                          --------    --------    --------    --------

Income (loss) before income taxes              374         565        (586)     (3,134)

Provision for income taxes                      14          13          39          37
                                          --------    --------    --------    --------

Net income (loss)                         $    360    $    552    $   (625)   $ (3,171)
                                          ========    ========    ========    ========

Net income (loss) per share
                     - Basic              $    .05    $    .07    $   (.08)   $   (.41)
                                          ========    ========    ========    ========
                     - Diluted            $    .05    $    .07    $   (.08)   $   (.41)
                                          ========    ========    ========    ========

Weighted average shares of
common stock and common
stock equivalents
                     - Basic                 7,464       7,761       7,387       7,664
                     - Diluted               7,630       7,964       7,387       7,664

<FN>

              See accompanying notes to consolidated financial statements.
</FN>


                                           4



                              SOUTHWALL TECHNOLOGIES INC.
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (in thousands)
                                      (Unaudited)

                                                                   Nine Months Ended
                                                                   -----------------
                                                              Oct. 3, 1999    Sep. 27, 1998
                                                              ------------    -------------
                                                                          
Cash flows from operating activities:
     Net loss                                                   $   (625)       $ (3,171)
     Adjustments to reconcile net loss
        to net cash provided by (used in)
        operating activities:
     Depreciation and amortization                                 3,680           3,142
     Decrease (increase) in accounts receivable                      633            (310)
     Decrease (increase) in inventories                             (404)          2,072
     Decrease (increase) in other current assets                    (652)             93
     (Decrease) increase in accounts payable
         and accrued liabilities                                   1,109             (14)
                                                                --------        --------

Cash provided by operating activities                              3,741           1,812
                                                                --------        --------

Cash flows from investing activities:
     Decrease in short-term investments                                7            --
     Expenditures for property and equipment
         and other assets                                        (20,469)         (3,484)
                                                                --------        --------

Net cash used in investing activities                            (20,462)         (3,484)
                                                                --------        --------

Cash flows from financing activities:
   Increase (decrease) in long-term debt                           7,327            (759)
   Bank line of credit borrowings                                  5,118            --
   Issuance (purchase) of treasury stock, net                        340            (316)
   Sale of common stock, net                                        --               352
   Repayment (issuance) of stock option loans, net                    90            (372)
                                                                --------        --------

Net cash provided (used) by financing activities                  12,875          (1,095)
                                                                --------        --------

Net decrease in cash and cash equivalents                         (3,846)         (2,767)

Cash and cash equivalents, beginning of year                       4,143          10,524
                                                                --------        --------

Cash and cash equivalents, end of period                        $    297        $  7,757
                                                                ========        ========
<FN>
              See accompanying notes to consolidated financial statements.
</FN>



                                       5


                           SOUTHWALL TECHNOLOGIES INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)
                                   (Unaudited)

Note 1 - Interim Period Reporting:

         While  the  information  presented  in  the  accompanying  consolidated
financial statements is unaudited,  it includes all adjustments (consisting only
of normal  recurring  adjustments)  which,  in the  opinion of  management,  are
necessary  to present  fairly the  Company's  financial  position and results of
operations,  and  changes  in  financial  position  as of the  dates and for the
periods indicated.

         Certain  information  and footnote  disclosures  normally  contained in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.   It  is  suggested  that  these
consolidated  financial  statements  be read in  conjunction  with the financial
statements  contained in the Company's Form 10-K for the year ended December 31,
1998.  The results of  operations  for the  interim  periods  presented  are not
necessarily indicative of the operating results for the full year.

Note 2 - Inventories:

         Inventories  are  stated  at  the  lower  of  cost  (determined  by the
first-in, first-out method) or market. Inventories consisted of the following:

                                              October 3, 1999  December 31, 1998
                                              ---------------  -----------------

                       Raw materials               $3,638             $2,314
                       Work-in-process                832              2,155
                       Finished goods               1,991              1,588
                                                   ------             ------
                           Total                   $6,461             $6,057
                                                   ======             ======

Note 3 - Commitments:

         During 1996, the Company  entered into an addendum to a previous supply
agreement  with a major  customer for the sale of the Company's  anti-reflective
film.  Beginning  in July 1997,  the  Company  was  committed  to supply and the
customer was committed to purchase fixed volumes  thereafter  until December 31,
2000.  During the second  quarter of 1999 the Company and its customer  modified
certain  terms  and  conditions  of  the  supply  agreement.  The  modifications
significantly  reduced the amount of product the Company is  committed to supply
and the  customer is  committed  to purchase  through  December  31,  1999.  The
modified  agreement  also  eliminated  any  penalties  for  failure to supply or
purchase minimum quantities.

Note 4 - Line of Credit Agreement:

         The Company has secured a $7.0 million  revolving line of credit with a
bank  which  expires  in June  2000.  This line of credit  may be  extended  for
additional one-year terms with the bank's approval.  The amount of borrowings is
based upon a percentage of accounts  receivable,  which at October 3, 1999,  did
not limit  available  borrowing  under the line.  The line is secured by certain
assets of the  Company and bears  interest  at an annual  rate of 11.00%.  As of
October 3, 1999, $5.1 million was borrowed under this line of credit.

Note 5 - Net income (loss) per share:

         Basic net  income  (loss)  per share is  computed  by  dividing  income
available to common  shareholders  (numerator) by the weighted average number of
common

                                       6


shares outstanding  (denominator) for the period.  Diluted net income (loss) per
share gives effect to all dilutive  potential common shares  outstanding  during
the  period.  The  computation  of diluted  earnings  per share uses the average
market prices during the period. During each of the periods presented there were
no differences  between the numerators used for calculation of basic and diluted
net income (loss) per share. The total amount of the difference in the basic and
diluted weighted average shares of common stock and common stock  equivalents in
the periods where there is net income is  attributable to the effect of dilutive
stock  options.  In net loss  periods,  the basic and diluted  weighted  average
shares of  common  stock  and  common  stock  equivalents  are the same  because
inclusion of stock options  would be  anti-dilutive.  Stock options  aggregating
1,523  thousand and 1,537  thousand  shares at October 3, 1999 and September 27,
1998, respectively,  were not included in the computations of net loss for those
nine  month   periods   because  the  effect  on  the   calculations   would  be
anti-dilutive.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations:

         Except for the historical  information  contained  herein,  the matters
discussed in this Form 10-Q Report are  forward-looking  statements that involve
risks and  uncertainties,  including  those discussed below and in the Company's
Annual  Report on Form 10-K.  Actual  results may differ  materially  from those
projected.  These forward-looking statements represent the Company's judgment as
of the date of the  filing of this  Form 10-Q  Report.  The  Company  disclaims,
however, any intent or obligation to update these forward-looking statements.

General

         The Company  has  experienced  significant  fluctuations  in  quarterly
results of  operations.  Revenues have varied from quarter to quarter due to the
seasonal  buying  patterns for the Company's  Heat  Mirror(TM)  products,  which
typically have been strongest in the second and third  quarters,  and the timing
of short-term  sales  contracts.  Additionally,  sales of the  Company's  energy
conservation  products  are  significantly  influenced  by the  residential  and
commercial construction industries,  and reduction in construction has generally
resulted in a reduction in the sales of the Company's Heat Mirror(TM)  products.
Historically,  operating  results  have  varied  from  quarter  to  quarter as a
function of the utilization of the Company's production  machines.  In 1998, and
in the first  quarter of 1999,  operating  results were  affected by process and
machine problems resulting in quality issues associated with the anti-reflective
film product manufactured in Tempe, Arizona. The development and introduction of
new products and the  changing  mix of products  manufactured  have added to the
production problems and inefficiencies  experienced by the Company. Primarily as
a result of these factors,  and in view of the Company's  strategy of developing
additional  applications for its thin-film technology,  and its ongoing practice
of upgrading its manufacturing processes, the Company may continue to experience
quarterly fluctuations in its results of operations.

         Although  the  Company  has not  experienced  a  significant  amount of
inventory   obsolescence  and  believes  that  the  cost  of  its  inventory  is
recoverable,  obsolescence  of the  Company's  products  could  be  affected  by
technological  change,  competition,  loss of customers and reduction in demand,
among other factors.

         The Company  believes  that it must  continue to increase  revenues and
improve manufacturing  processes and yields to achieve sustained  profitability.
Although  the  Company  expanded  its  capacity  by opening a new  manufacturing
facility in 1997 in Tempe, Arizona and entered into a purchase agreement in 1998
for a new production  machine currently being installed in Tempe


                                       7


and expected to be  operational by the first quarter of 2000, and is continually
seeking to expand  existing  applications,  to develop new  applications  and to
expand international marketing and sales efforts, there can be no assurance that
the  Company  will be  successful  in these  efforts  and  continue  to increase
revenues.

Year 2000 readiness

         The Company  believes the Year 2000 issue represents a material risk to
the Company. The Year 2000 issue involves the potential inability of information
or other data dependent  systems to properly  distinguish year references at the
turn of the century and certain other dates.

         The Company itself is heavily dependent upon the proper  functioning of
its own computer  systems,  including (1) computers and related software for its
financial and manufacturing  information  systems,  (2) computers,  programmable
logic  controllers  and other  data  dependent  equipment  in its  manufacturing
processes, and (3) computers,  scientific equipment and related software for its
engineering,  research and development activities. Any failure or malfunctioning
on the part of these or other systems  could cause  disruptions  of  operations,
including a temporary inability to process financial  transactions,  manufacture
products  or  engage  in  ordinary  business  activities  in ways  that  are not
currently  known,  discernible,  quantifiable  or otherwise  anticipated  by the
Company.

         In  October  1996 the  Company  began  reviewing  Year 2000  issues and
prepared a plan (the  "Plan") to address  those  issues.  The Plan  consists  of
several phases. The first phase is the inventory and prioritization of potential
Year 2000 items, and the assessment of Year 2000 compliance. The second phase is
the  remediation  of any noted  problems.  The  third  phase is the  testing  of
material items,  and the fourth phase is the  preparation of contingency  plans.
All phases of the Plan have been  addressed  with existing staff and the Company
believes  the  costs to  address  Year  2000  issues  will  not be  significant.

         The  Company  is  currently  developing  contingency  plans  which will
continue  to be reviewed  and revised  through the end of the year to ensure all
reasonable scenarios have been accounted for and alternate methods of resolution
are addressed.

         For the  Company's  most  significant  IT and non-IT  systems  (defined
below),  the first,  second and third  phases  have been  completed.  The fourth
phase,  contingency  planning,  has been  underway  for several  months and will
continue to be reviewed  and  revised  through the end of 1999.  The Company has
completed  major upgrades and  modifications,  which have made  essentially  all
mainframe  accounting and inventory  control  software Year 2000 compliant.  The
scope of the Year 2000 compliance  effort  includes (1)  information  technology
("IT") such as software and hardware;  (2) non-IT systems or embedded technology
such as  micro-controllers  contained in various  manufacturing  and  laboratory
equipment,  environmental and safety systems,  facilities and utilities; and (3)
the readiness of key third parties,  including suppliers and customers,  and the
electronic data interchange (EDI) with those key third parties.

                                       8


         The Company's  suppliers  (particularly  sole-source and long lead-time
suppliers)  and key  customers  may be  adversely  affected by their  respective
failures to address the Year 2000 issue.  If the Company's  suppliers are unable
to provide  goods or services,  the  Company's  operations  could be  materially
adversely  affected.  Key customers that encounter Year 2000 difficulties  could
fail to order or take delivery of the Company's products,  or could fail to make
or delay  payments to the  Company.  Such failure or delay could have a material
adverse effect on the Company's  business and results of operations.  While some
of these  risks are  outside the  control of the  Company,  the Plan  includes a
requirement to  communicate  with suppliers and customers to ascertain the state
of their Year 2000  compliance  program.  The Company has received  notification
from most of its major  suppliers  regarding  their  Year  2000  compliance  and
readiness.  Communications are underway with the Company's customers to avoid an
interruption in orders caused by a customer's failure to plan for potential Year
2000 complications.

         The Company's products are not affected by calendar dating.  Therefore,
there is no known or anticipated Year 2000 impact on its product offerings.

         The Company believes its Year 2000 Plan will  significantly  reduce the
probability of significant  interruptions  of normal  operations  resulting from
Year 2000 issues.  All reasonable effort has been taken to identify,  assess and
correct all Year 2000 issues.  The Company is attempting in the continued review
and  revision of its  contingency  plans to mitigate  any  problems  that may be
experienced  by its key  suppliers  to protect  the Company  from any  potential
problems that may occur from the  inadequacy of a supplier's  Year 2000 program.
It is still possible however, that Year 2000 issues could have an adverse impact
on the Company's  results of operations,  and  interruption  in normal  business
operations,  or an adverse impact on the Company's relationships with customers,
suppliers, or others.

Nine Months Ended October 3, 1999 and September 27, 1998

         Net revenues increased $1.1 million to $39.6 million for the first nine
months of 1999,  compared to $38.5 million for the similar  period in 1998.  The
increase was  attributable  primarily to an increase of $6.4 million in sales of
film used  principally by OEM automotive  glass  manufacturers,  compared to the
same period last year,  partially  offset by a $5.3 million decrease in sales of
anti-reflective  film for use on CRT terminals.  The decrease of anti-reflective
film sales was primarily due to minimal production in the Tempe plant during the
first quarter of 1999 which was the result of the re-certification of production
processes for anti-reflective  film provided to a major customer.  Additionally,
the supply  agreement with this customer was modified  during the second quarter
of 1999 which resulted in reduced quantities of anti-reflective film the Company
was committed to supply and the customer was committed to purchase in the second
and third quarters of 1999.

         Cost of  sales  for  the  first  nine  months  of  1999  was 74% of net
revenues,  compared to 81% for the similar  period of 1998. The decrease in cost
of sales as a percentage of net revenues for 1999 from 1998 was due primarily to
a shift in product mix.  Sales of the higher margin  automotive  film  increased
significantly  while sales of the lower margin  anti-reflective  film  decreased
significantly.  Additionally,  margins on the automotive  film have increased in
1999 over 1998 due to improvements in production yields and throughput in 1999.

         Research and development expenses,  as a percent of net revenues,  were
10% for the first nine months of 1999,  compared to 8% for the similar period in
1998. The absolute  dollars  increased $1.0 million to $3.9 million in 1999 from
$2.9 million in 1998. The increase in research and development  expenses in 1999
was attributable to an increase in personnel  involved in the development of new

                                       9


deposition  technologies  resulting in the  introduction of new  anti-reflective
products and the installation of a new production machine in Tempe, Arizona.

         Selling,  general  and  administrative  expense,  as a  percent  of net
revenues,  decreased  to 15% in the first nine months of 1999,  from 18% for the
similar  period in 1998.  The absolute  dollars  decreased  $0.9 million to $6.0
million in 1999 from $6.9 million in 1998. The decrease in absolute  dollars was
due  primarily to a reduction in staffing and the absence of severance  payments
associated with the realignment of organizations that occurred in the first nine
months of 1998.

         Net  interest  expense  increased  for the first nine months of 1999 to
$1.1 million from $0.5 million in the similar  period of 1998 due to an increase
in the use of the  Company's  line of credit with a bank and an increase in long
term debt borrowing.

         As a result of the factors  discussed above, the Company reported a net
loss of $0.6  million for the first nine months of 1999,  compared to a net loss
of $3.2 million in the similar period of 1998.


Three Months Ended October 3, 1999 and September 27, 1998

         Net  revenues  increased  $1.2  million to $15.2  million for the third
quarter of 1999,  compared to $14.0 million for the similar  period of 1998. The
increase was primarily  attributable  to an increase of $1.7 million in sales of
silver film and $1.0 million in sales of automotive  film partially  offset by a
decrease in sales of anti-reflective film of $0.9 million and a decrease of $0.6
million in sales of various other products. The decrease in anti-reflective film
sales in the third quarter of 1999 was primarily  due to the  modification  of a
supply  agreement with a major customer which reduced the quantities of film the
Company was  committed  to supply and the  customer  was  committed  to purchase
during the quarter.

         Cost of sales for the third  quarter  of 1999 was 72% of net  revenues,
compared to 72% for the similar period of 1998. Cost of sales as a percentage of
net sales remained flat during the quarter due to an increase in sales of higher
margin silver and automotive  products which were offset by higher cost of sales
for the introduction of new  anti-reflective  products and the phasing out of an
anti-reflective product sold to a single customer.

         Research and development  expenses,  as a percent of net sales, were 9%
of net  revenues for the third  quarter of 1999,  compared to 7% for the similar
period in 1998.  The  absolute  dollars  increased  to $1.4 million in the third
quarter of 1999 from $0.9 million in the comparable period of 1998. The increase
in  1999 is  attributable  to  additional  personnel  required  to  support  the
development  of new  products,  primarily  the  development  of products for the
anti-reflective film market, and the installation of a new production machine in
Tempe, Arizona.

         Selling, general and administrative expense, as a percent of net sales,
was 13% of net  revenues in the third  quarter of 1999,  compared to 16% for the
similar period in 1998. The absolute  dollars  decreased to $2.0 million in 1999
from $2.3 million in 1998. The decrease in absolute dollars was primarily due to
a decrease in personnel in 1999 and reorganization  severance payments that were
paid in 1998 as a result of combining the Company's two divisions in 1998.

         Net interest expense increased to $0.5 million for the third quarter of
1999 compared to $0.2 million for the similar  period of 1998 due to an increase
in the use of the Company's credit line with a bank and an increase in long term
debt borrowing.

                                       10


         As a result of the factors  discussed  above,  the Company reported net
income of $0.4 million for the third quarter of 1999,  compared to net income of
$0.6 million for the similar period in 1998.

         Liquidity and Capital Resources

         From  December  31,  1998 to  October  3,  1999,  cash  and  short-term
investments  decreased  by $3.8  million.  The decrease in cash was due to $20.5
million in  expenditures  for property and equipment  partially  offset by $12.9
million  of cash  provided  by  financing  activities  and $3.8  million of cash
provided by  operating  activities.  Major  components  of the $20.5  million in
capital  expenditures  made during the first nine months of 1999  includes  $8.5
million  for the  Company's  new  manufacturing  facility  located  in  Dresden,
Germany,  which the Company  anticipates  will begin to produce  automotive film
products in  mid-2000,  $5.5  million for two new  production  machines  for the
Company's  Tempe,  Arizona  facility and $1.3 million for the  conversion  of an
older,  large-scale  production  machine  located  in Palo Alto,  California  to
produce advanced  anti-reflective  film products.  Major components of the $12.9
million  of  cash  provided  by  financing   activities  include  long-term  and
short-term  borrowings  totaling  $10.9  million and $5.1 million  respectively,
partially  offset by a one-time  $2.7  million  payment to retire the  Company's
Convertible Subordinated Note that became due and payable May 31, 1999.

         The $3.8  million in cash  provided by  operating  activities  resulted
primarily  from  depreciation  and  amortization  of $3.7  million  and  from an
increase in accounts payable and accrued  liabilities of $1.1 million  partially
offset by a decrease of $0.4 million in accounts receivable, inventory and other
current  assets and the  Company's  net loss of $0.6  million for the first nine
months of 1999.

         At October 3, 1999, the Company had $0.3 million of cash and short-term
investments.  The Company also has a bank line of credit for $7.0 million  under
which the Company had $5.1 million in outstanding borrowings.  Additionally, the
Company has term loans of $5.0 million and $10.0  million,  which are subject to
certain  financial  covenants,  and a new  lease  financing  agreement  for $3.0
million, which is also subject to certain financial covenants.  During the first
nine  months  of 1999 the  Company  was in  violation  of some of the  covenants
pertaining  to each of the term loans and  classified  each as  short-term  debt
during  the first and  second  quarters  of 1999.  In May  1999,  the  covenants
pertaining to the $5.0 million term loan were amended through  December 31, 1999
and in August 1999, the covenants pertaining to the $10.0 million term loan were
amended  through  December  31,  2000.  At  October 3, 1999 the  Company  was in
violation  of a  single  covenant  pertaining  to its $10  million  loan and has
received a waiver from its lender for this  violation  through  October 3, 1999.
The Company expects to be fully compliant at December 31, 1999, yet there can be
no assurance of this.

         The  Company  anticipates  that it  will  purchase  approximately  $2.0
million of new capital  equipment in the fourth  quarter of 1999 which  includes
progress payments on two new production  machines and the Company's expansion in
the  European  automotive  film  market.  In July 1999 the Company  secured $3.0
million  of long term  equipment  financing,  and in  October  1999 the  Company
secured an additional $3.6 million of long-term  equipment  financing to be used
to  partially  finance  the two new  production  machines  for  Tempe,  Arizona.
Additionally,  the Company  borrowed  $7.9  million from a bank during the third
quarter of 1999 to provide  progress  payments on the Dresden,  Germany project.
The $7.9 million has been classified as long-term debt at October 3, 1999.

         While there can be no assurance that the Company will be able to obtain
the  additional  financing that will be necessary for its planned 1999 operating
cash requirements,  the Company believes that existing cash, cash anticipated


                                       11


to be generated from operations, the bank line of credit and the additional term
loan borrowings,  as discussed  above,  will be sufficient to meet the Company's
operating cash requirements through fiscal 1999.

         If the Company is not successful in obtaining the additional  financing
described above, it may need to raise additional funds through public or private
equity or debt financing from other  sources.  The sale of additional  equity or
convertible debt may result in additional dilution to the Company's stockholders
and such securities may have rights,  preferences or privileges  senior to those
of the Common Stock.  There can be no assurance that  additional  equity or debt
financing  will be  available  or that if  available it can be obtained on terms
favorable to the Company or its stockholders.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk:

         The Company is exposed to the impact of interest rate changes,  foreign
currency fluctuations, and changes in the market values of its investments.

         FINANCING RISK. The Company's  exposure to market rate risk for changes
in interest  rates relates  primarily to the Company's term loans which are tied
to the London Interbank  Offered Rate ("LIBOR").  Fluctuations in interest rates
may adversely impact the interest  expense expected for the Company.  The effect
of interest  rate  fluctuations  on the Company in the first nine months of 1999
was not material.

         INVESTMENT RISK. The Company invests its excess cash in certificates of
deposit and money market accounts and, by policy,  limits the amount of exposure
to any one  institution.  Investments  in both  fixed  rate  and  floating  rate
interest earning  instruments carries a degree of interest rate risk. Fixed rate
securities may have their fair market value adversely  impacted due to a rise in
interest  rates,  while  floating rate  securities  may produce less income than
expected if interest rates fall.

         FOREIGN CURRENCY RISK.  International  revenues  amounted to 65% of the
Company's  total  sales in the first nine  months of 1999 and,  by  policy,  the
Company limits foreign currency risk by requiring all sales to be denominated in
U.S. dollars. The Company's  international  business is subject to risks typical
of an international business,  including,  but not limited to differing economic
conditions,  changes in  political  climate,  differing  tax  structures,  other
regulations and restrictions, and foreign exchange rate volatility. Accordingly,
the Company's future results could be materially  adversely  impacted by changes
in these or other factors.  The effect of foreign exchange rate  fluctuations on
the Company in the first nine months of 1999 was not material.


                                       12


                            PART II OTHER INFORMATION


Item 1   Legal Proceedings and Other Matters

         Certain  litigation  filed  against the Company by one of its customers
was described in the Company's Form 10-K filed on March 31, 1999.  Subsequent to
such  filing,  no  material  developments  have  occurred  with  respect to this
litigation.

         In  addition,  the Company is involved in certain  other legal  actions
arising in the ordinary course of business. The Company believes,  however, that
none of these actions,  either  individually  or in the  aggregate,  will have a
material adverse effect on the Company's business or its consolidated  financial
position or results of operations.

Item 2   Changes in Securities
         Not applicable


Item 3   Defaults Upon Senior Securities
         Not applicable


Item 4   Submission of Matters to a Vote of Stockholders
         No matters  were  submitted  to a vote of security  holders  during the
         quarter ended October 3, 1999.


Item 5   Other Information
         Not applicable


Item 6   Exhibits and Reports on Form 8-K

     (a) Exhibits - None

     (b) Reports on Form 8-K - None


                                       13



                                   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: November 12, 1999



                                               By:/s/Thomas G. Hood
                                                  -----------------
                                                   Thomas G. Hood
                                                   President and
                                                   Chief Executive Officer






                                               By:/s/Bill R. Finley
                                                  -----------------
                                                   Bill R. Finley
                                                   Vice President and
                                                   Chief Financial Officer


                                       14