UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Key Technology, Inc.
(Name of Issuer)
COMMON STOCK, $.01 par value
(Title of Class of Securities)
493143101
(CUSIP Number)
December 27, 2001
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 493143101 13G Page 2 of 7 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Needham Management Partners, L.P.
13-3683491
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 295,000 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
295,000 shares
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,000 shares of common stock, par value $0.01, of the Issuer ("Shares")
(includes: 100,000 Shares beneficially owned by Needham Emerging Growth
Partners, L.P., 155,000 Shares beneficially owned by Needham Contrarian
Fund, L.P. and 40,000 Shares beneficially owned by Needham Emerging Growth
Partners (Caymans), L.P. which Needham Management Partners, L.P. may be
deemed to beneficially own by virtue of its position as general partner of
each of the above private limited partnerships).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
PN
CUSIP NO. 493143101 13G Page 3 of 7 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George A. Needham
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 295,000 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
295,000 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,000 Shares (includes: (i) 100,000 Shares beneficially owned by Needham
Emerging Growth Partners, L.P., 155,000 Shares beneficially owned by Needham
Contrarian Fund, L.P. and 40,000 Shares beneficially owned by Needham
Emerging Growth Partners (Caymans), L.P. which Mr. Needham may be deemed to
beneficially own by virtue of his position as Managing General Partner of
Needham Management Partners, L.P.).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
IN
Page 4 of 7 pages
Item 1(a) NAME OF ISSUER:
Key Technology, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
150 Avery Street
Walla Walla, WA 99362
Item 2(a) NAME OF PERSON FILING:
(i) Needham Management Partners, L.P. in its capacity as general
partner of each of Needham Emerging Growth Partners, L.P., Needham
Contrarian Fund, L.P. and Needham Emerging Growth Partners (Caymans),
L.P.; and
(ii) George A. Needham, in his capacity as Managing General Partner of
Needham Management Partners, L.P., the sole general partner of each of
Needham Emerging Growth Partners, L.P., Needham Contrarian Fund, L.P.
and Needham Emerging Growth Partners (Caymans), L.P.
Item 2(b) Address of Principal Business Office, or if none, residence:
(i) 445 Park Avenue
New York, New York 10022
(ii) 445 Park Avenue
New York, New York 10022
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value
Item 2(e) CUSIP NUMBER:
493143101
Item 3 Not applicable
Page 5 of 7 pages
Item 4 OWNERSHIP:
(a) Amount beneficially owned and (b) Percent of Class: See Items
5 through 11 of the cover pages attached hereto.
The aggregate amount held by all Reporting Persons is 6.2%
(295,000 shares).
This Schedule 13G shall not be construed as an admission that
the Reporting Person, either for purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended (the
"Act") or for other purposes, is the beneficial owner of any
securities covered by this statement.
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 6 of 7 pages
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 12, 2003
NEEDHAM MANAGEMENT PARTNERS, L.P.
By: /S/George A. Needham
Name: George A. Needham
Title: Managing General Partner
GEORGE A. NEEDHAM
By: /S/George A. Needham
Page 7 of 7 pages
Exhibit A
AGREEMENT
---------
The undersigned, Needham Management Partners, L.P. and George A.
Needham, agree that the statement to which this exhibit is appended is filed on
behalf of each of them.
March 12, 2003
NEEDHAM MANAGEMENT PARTNERS, L.P.
By: /S/George A. Needham
Name: George A. Needham
Title: Managing General Partner
GEORGE A. NEEDHAM
By: /S/George A. Needham