##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 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 0-13071
 INTERPHASE CORPORATION
  Texas
(State or other jurisdiction of incorporation or organization)
    
    75-1549797
(I.R.S. Employer Identification No.)
 Parkway Centre I
2901 North Dallas Parkway, Suite 200
Plano, Texas 75093
 (214) 654-5000
 þ o
  o o þ
 o þ




---



##### Table of Contents



INTERPHASE CORPORATION
 Index to Form 10-Q
Quarterly Period Ended June 30, 2006
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of June 30, 2006
and December 31, 2005
    
    
    2Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 2006 and 2005
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2006 and 2005
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    16Part II  Other InformationItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    16Item 3. Defaults Upon Senior Securities
    
    
    16Item 4. Submission of Matters to a Vote of Security Holders
    
    
    17Item 5. Other Information
    
    
    17Item 6. Exhibits
    
    
    17Rule 13a-14(a)/15d-14(a) CertificationRule 13a-14(a)/15d-14(a) CertificationSection 1350 CertificationSection 1350 Certification




---



##### Table of Contents



PART I
FINANCIAL INFORMATION
 
 Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    December 31,2006
    
    2005ASSETSCash and cash equivalents
    
    $
    7,107
    
    
    $
    3,180Marketable securities
    
    
    13,198
    
    
    
    15,388Trade accounts receivable, less allowances
of $146 and $126, respectively
    
    
    6,826
    
    
    
    5,195Inventories
    
    
    2,400
    
    
    
    3,109Prepaid expenses and other current assets
    
    
    933
    
    
    
    754Total current assets
    
    
    30,464
    
    
    
    27,626Machinery and equipment
    
    
    5,988
    
    
    
    5,899Leasehold improvements
    
    
    417
    
    
    
    411Furniture and fixtures
    
    
    547
    
    
    
    5456,952
    
    
    
    6,855Less-accumulated depreciation and amortization
    
    
    (5,980
    )
    
    
    (5,697
    )Total property and equipment, net
    
    
    972
    
    
    
    1,158Capitalized software, net
    
    
    544
    
    
    
    229Other assets
    
    
    185
    
    
    
    181Total assets
    
    $
    32,165
    
    
    $
    29,194LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesAccounts payable
    
    $
    1,240
    
    
    $
    255Deferred revenue
    
    
    108
    
    
    
    118Accrued liabilities
    
    
    971
    
    
    
    1,757Accrued compensation
    
    
    1,753
    
    
    
    942Total current liabilities
    
    
    4,072
    
    
    
    3,072Other non-current liabilities
    
    
    
    
    
    
    34Deferred lease obligations
    
    
    87
    
    
    
    90Long-term debt
    
    
    3,500
    
    
    
    3,500Total liabilities
    
    
    7,659
    
    
    
    6,696Commitments and ContingenciesShareholders EquityCommon stock, $0.10 par value; 100,000,000
shares authorized; 6,070,560 and
5,901,895 shares issued and outstanding,
respectively
    
    
    607
    
    
    
    590Additional paid in capital
    
    
    39,295
    
    
    
    38,817Retained deficit
    
    
    (14,692
    )
    
    
    (16,145
    )Cumulative other comprehensive loss
    
    
    (704
    )
    
    
    (764
    )Total shareholders equity
    
    
    24,506
    
    
    
    22,498Total liabilities and shareholders equity
    
    $
    32,165
    
    
    $
    29,194
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 2




---



##### Table of Contents



INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Revenues
    
    $
    9,371
    
    
    $
    7,592
    
    
    $
    17,522
    
    
    $
    16,372Cost of sales
    
    
    3,971
    
    
    
    3,542
    
    
    
    8,001
    
    
    
    7,570Gross margin
    
    
    5,400
    
    
    
    4,050
    
    
    
    9,521
    
    
    
    8,802Research and development
    
    
    1,966
    
    
    
    2,024
    
    
    
    3,846
    
    
    
    4,193Sales and marketing
    
    
    1,474
    
    
    
    1,558
    
    
    
    2,818
    
    
    
    3,076General and administrative
    
    
    1,242
    
    
    
    897
    
    
    
    2,196
    
    
    
    1,843Total operating expenses
    
    
    4,682
    
    
    
    4,479
    
    
    
    8,860
    
    
    
    9,112Income (loss) from operations
    
    
    718
    
    
    
    (429
    )
    
    
    661
    
    
    
    (310
    )Interest income, net
    
    
    125
    
    
    
    89
    
    
    
    240
    
    
    
    165Other income (expense), net
    
    
    223
    
    
    
    (50
    )
    
    
    360
    
    
    
    (54
    )Income (loss) before income tax
    
    
    1,066
    
    
    
    (390
    )
    
    
    1,261
    
    
    
    (199
    )Income tax (benefit) provision
    
    
    (77
    )
    
    
    81
    
    
    
    (192
    )
    
    
    117Net income (loss)
    
    $
    1,143
    
    
    $
    (471
    )
    
    $
    1,453
    
    
    $
    (316
    )Net income (loss) per share:Basic EPS
    
    $
    0.20
    
    
    $
    (0.08
    )
    
    $
    0.25
    
    
    $
    (0.05
    )Diluted EPS
    
    $
    0.19
    
    
    $
    (0.08
    )
    
    $
    0.24
    
    
    $
    (0.05
    )Weighted average common shares
    
    
    5,843
    
    
    
    5,755
    
    
    
    5,819
    
    
    
    5,753Weighted average common and
dilutive shares
    
    
    6,002
    
    
    
    5,755
    
    
    
    5,940
    
    
    
    5,753
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 3




---



##### Table of Contents



INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2006
    
    2005Cash flows from operating activities:Net income (loss)
    
    $
    1,453
    
    
    $
    (316
    )Adjustments to reconcile net income to net cash provided by
operating activities:Provision for uncollectible accounts and returns
    
    
    20
    
    
    
    57Provision for excess and obsolete inventories
    
    
    300
    
    
    
    400Depreciation and amortization
    
    
    328
    
    
    
    400Amortization of restricted stock
    
    
    179
    
    
    
    19Change in assets and liabilities:Trade accounts receivable
    
    
    (1,651
    )
    
    
    1,023Inventories
    
    
    409
    
    
    
    (401
    )Prepaid expenses and other current assets
    
    
    (162
    )
    
    
    (926
    )Income taxes receivable
    
    
    
    
    
    
    235Other assets
    
    
    5
    
    
    
    Accounts payable, deferred revenue and accrued liabilities
    
    
    176
    
    
    
    247Accrued compensation
    
    
    750
    
    
    
    (188
    )Other non-current liabilities
    
    
    (34
    )
    
    
    Deferred lease obligations
    
    
    (3
    )
    
    
    11Net cash provided by operating activities
    
    
    1,770
    
    
    
    561Cash flows from investing activities:Purchase of property and equipment
    
    
    (83
    )
    
    
    (326
    )Purchase of capitalized software
    
    
    (359
    )
    
    
    (13
    )Proceeds from the sale of marketable securities
    
    
    5,525
    
    
    
    5,928Purchase of marketable securities
    
    
    (3,320
    )
    
    
    (6,309
    )Net cash provided by (used in) investing activities
    
    
    1,763
    
    
    
    (720
    )Cash flows from financing activities:Proceeds from the exercise of stock options
    
    
    316
    
    
    
    40Net cash provided by financing activities
    
    
    316
    
    
    
    40Effect of exchange rate changes on cash and cash equivalents
    
    
    78
    
    
    
    (181
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,927
    
    
    
    (300
    )Cash and cash equivalents at beginning of period
    
    
    3,180
    
    
    
    4,928Cash and cash equivalents at end of period
    
    $
    7,107
    
    
    $
    4,628
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 4




---



##### Table of Contents



INTERPHASE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 NOTE 1.    BASIS OF PRESENTATION
 ®
  NOTE 2.    STOCK-BASED COMPENSATION
   5




---



##### Table of Contents



INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Restricted Stock Shares
    
    
    Weighted AverageShares
    
    
    Grant Date ValueNonvested Restricted Stock at January 1, 2006
    
    
    136,052
    
    
    $
    5.61Granted
    
    
    102,300
    
    
    
    5.66Vested
    
    
    (19,927
    )
    
    
    5.60Cancelled/Forefeited
    
    
    (800
    )
    
    
    5.47Shares at June 30, 2006
    
    
    217,625
    
    
    $
    5.63
  Three months
    
    
    Six monthsended
    
    
    endedJune 30, 2005
    
    
    June 30, 2005Net loss as reported
    
    $
    (471
    )
    
    $
    (316
    )Add: APB 25 expense
    
    
    
    
    
    
    Less: Total stock-based employee
compensation expense determined under
fair value methods for all awards
    
    
    (221
    )
    
    
    (581
    )Pro forma net loss
    
    $
    (692
    )
    
    $
    (897
    )Net loss per common share:As reported  basic
    
    $
    (0.08
    )
    
    $
    (0.05
    )Pro forma  basic
    
    $
    (0.12
    )
    
    $
    (0.16
    )As reported  diluted
    
    $
    (0.08
    )
    
    $
    (0.05
    )Pro forma  diluted
    
    $
    (0.12
    )
    
    $
    (0.16
    )
 6




---



##### Table of Contents



INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 3.    INVENTORIES
  June 30, 2006
    
    December 31, 2005Raw materials
    
    $
    1,703
    
    
    $
    2,393Work-in-process
    
    
    524
    
    
    
    549Finished goods
    
    
    173
    
    
    
    167Total
    
    $
    2,400
    
    
    $
    3,109
  NOTE 4.    DERIVATIVE FINANCIAL INSTRUMENTS
   NOTE 5.    INCOME TAXES
   7




---



##### Table of Contents



INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   NOTE 6.  RESTRUCTURING CHARGE
   Cash payments and
    
    
    
    
    
    Cashnon-cash charges
    
    Cash payments
    
    paymentsduring quarter
    
    during quarter
    
    during
    
    RemainingRestructuring
    
    ended December
    
    ended March
    
    quarter ended
    
    liability as ofDescription
    
    charge
    
    31, 2005
    
    31, 2006
    
    June 30, 2006
    
    June 30, 2006Severance & Fringe
Benefits
    
    $
    586
    
    
    $
    307
    
    
    $
    253
    
    
    $
    26
    
    
    $
    Lease Obligation
    
    
    8
    
    
    
    
    
    
    
    4
    
    
    
    4
    
    
    
    Non-Utlized Fixed Assets
    
    
    6
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    600
    
    
    $
    313
    
    
    $
    257
    
    
    $
    30
    
    
    $
    
 NOTE 7.    CREDIT FACILITY
  8




---



##### Table of Contents



INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 8.    COMPREHENSIVE INCOME
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Net income (loss)
    
    $
    1,143
    
    
    $
    (471
    )
    
    $
    1,453
    
    
    $
    (316
    )Other comprehensive income:Unrealized holding (loss) gain arising
during period,
net of tax
    
    
    (1
    )
    
    
    19
    
    
    
    6
    
    
    
    (15
    )Foreign currency translation adjustment
    
    
    68
    
    
    
    (154
    )
    
    
    54
    
    
    
    (152
    )Comprehensive income (loss)
    
    $
    1,210
    
    
    $
    (606
    )
    
    $
    1,513
    
    
    $
    (483
    )
 NOTE 9.    EARNINGS PER SHARE
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Basic earnings per share:Net income (loss)
    
    $
    1,143
    
    
    $
    (471
    )
    
    $
    1,453
    
    
    $
    (316
    )Weighted average common shares outstanding
    
    
    5,843
    
    
    
    5,755
    
    
    
    5,819
    
    
    
    5,753Basic earnings (loss) per share
    
    $
    0.20
    
    
    $
    (0.08
    )
    
    $
    0.25
    
    
    $
    (0.05
    )Diluted earnings per share:Net income (loss)
    
    $
    1,143
    
    
    $
    (471
    )
    
    $
    1,453
    
    
    $
    (316
    )Weighted average common shares outstanding
    
    
    5,843
    
    
    
    5,755
    
    
    
    5,819
    
    
    
    5,753Dilutive stock options and restricted stock
    
    
    159
    
    
    
    
    
    
    
    121
    
    
    
    Weighted average common shares outstanding
 assuming dilution
    
    
    6,002
    
    
    
    5,755
    
    
    
    5,940
    
    
    
    5,753Diluted earnings (loss) per share
    
    $
    0.19
    
    
    $
    (0.08
    )
    
    $
    0.24
    
    
    $
    (0.05
    )Outstanding stock options that were not
included in the diluted calculation because
their effect would be anti-dilutive1,407
    
    
    
    1,812
    
    
    
    1,789
    
    
    
    1,807
 NOTE 10.    SEGMENT INFORMATION
  9




---



##### Table of Contents



INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Revenues:North America
    
    $
    3,564
    
    
    $
    3,702
    
    
    $
    6,512
    
    
    $
    8,418Europe
    
    
    3,353
    
    
    
    2,841
    
    
    
    6,938
    
    
    
    5,646Pacific Rim
    
    
    2,454
    
    
    
    1,049
    
    
    
    4,072
    
    
    
    2,308Total
    
    $
    9,371
    
    
    $
    7,592
    
    
    $
    17,522
    
    
    $
    16,372
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Product Revenues:Broadband telecom
    
    $
    7,670
    
    
    $
    5,155
    
    
    $
    13,605
    
    
    $
    10,870Enterprise
SlotOptimizer
    
    
    1,228
    
    
    
    1,694
    
    
    
    2,155
    
    
    
    3,747Storage
    
    
    179
    
    
    
    173
    
    
    
    410
    
    
    
    297Professional services
    
    
    25
    
    
    
    123
    
    
    
    143
    
    
    
    336LAN/WAN
    
    
    24
    
    
    
    185
    
    
    
    105
    
    
    
    334Other
    
    
    245
    
    
    
    262
    
    
    
    1,104
    
    
    
    788Total
    
    $
    9,371
    
    
    $
    7,592
    
    
    $
    17,522
    
    
    $
    16,372
 NOTE 11.    RECENTLY ISSUED ACCOUNTING PROUNOUCEMENTS
  10




---



##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING STATEMENTS
  RESULTS OF OPERATIONS
 Revenue
    Gross Margin
  11




---



##### Table of Contents



Research and Development
   Sales and Marketing
   General and Administrative
  12




---



##### Table of Contents



Interest Income, Net
  Other Income (Expense), Net
  Income Taxes
   Net Income (Loss)
  LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Cash Flows
  13




---



##### Table of Contents



Operating Activities
   Investing Activities
  Financing Activities
  Commitments
 Commitments
  Off-Balance Sheet Arrangements
  14




---



##### Table of Contents



Other
    
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Risk
   Market Price Risk
  Interest Rate Risk
  15




---



##### Table of Contents



Item 4. CONTROLS AND PROCEDURES
 (a)
    
    Evaluation of Disclosure Controls and Procedures. The Companys management,
under the supervision of our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), performed an evaluation of the effectiveness of the design and operation of the
Companys disclosure controls and procedures as of the end of the period covered by this
quarterly report. Based on that evaluation, the CEO and CFO concluded that the Companys
disclosure controls and procedures are effective, to give reasonable assurance that the
information required to be disclosed by the Company in reports that it files under the
Exchange Act is accumulated and communicated to management, including the CEO and CFO, to
allow timely decisions regarding disclosure and that information is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the
SEC.(b)
    
    Changes in Internal Controls. The Company maintains a system of internal
controls that are designed to provide reasonable assurance that its books and records
accurately reflect, in all material respects, the transactions of the Company and that its
established policies and procedures are adhered to. There were no changes to the Companys
internal controls or in other factors that could significantly affect the Companys
internal controls subsequent to the date of the evaluation by the Companys CEO and CFO,
including any corrective actions with regard to significant deficiencies and material
weaknesses.
 
 PART II
OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 3. DEFAULTS UPON SENIOR SECURITIES
  16




---



##### Table of Contents



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Nominee
    
    Votes cast for
    
    Votes withheldPaul N. Hug
    
    
    4,628,357
    
    
    
    426,884Gregory B. Kalush
    
    
    4,931,380
    
    
    
    123,861Randall D. Ledford
    
    
    4,931,813
    
    
    
    123,428Michael J. Myers
    
    
    4,642,413
    
    
    
    412,828Kenneth V. Spenser
    
    
    4,642,413
    
    
    
    412,828S. Thomas Thawley
    
    
    4,986,514
    
    
    
    68,727
 
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
 Exhibits
 2 (a)
    
    Stock Purchase Agreement, dated as of June 29, 1996, among Interphase Corporation,
Synaptel and Philippe Oros, Xavier Sutter, Francois Lecerf, Schroder Ventures French
Enterprise Fund LPI (USA), Schroder ventures French Enterprise Fund UKLP (UK) and Schroder
Ventures Holding Limited (UK). (3)3 (a)
    
    Certificate of Incorporation of the registrant. (1)3 (b)
    
    Amendment to Articles of Incorporation of the registrant. (5)3 (c)
    
    Amended and Restated Bylaws of the registrant adopted on December 5, 1995 and
amended on January 19, 1999. (7)4 (a)
    
    Rights Agreement dated as of December 7, 2000 by and between the Company and
Computershare Investor Services, LLC as Rights Agent. (6)10 (a)
    
    Registrants Amended and Restated Stock Option Plan and Amendment No. 1 and 2 thereto.*(4)10 (b)
    
    Registrants Amended and Restated Stock Option Plan Amendment No. 4. *(5)10 (c)
    
    Directors Stock Option Plan and Amendment No. 1 thereto. *(2)10 (d)
    
    Directors Stock Option Plan Amendment No. 2. *(5)10 (e)
    
    Registrants France Incentive Stock Option Sub-Plan. *(7)10 (f)
    
    Lease on Facility at Parkway Center, Phase I, Plano, Texas. (8)10 (g)
    
    Lease on Facility at 2105 Luna Road, Carrollton, Texas. (8)10 (h)
    
    Note and Credit Agreement between Interphase Corporation and Comerica Bank, including
Amendment dated November 5, 2004. (11)10 (i)
    
    Employment Agreement with Gregory B. Kalush, dated March 12, 1999. *(13)10 (j)
    
    Employment Agreement for Chief Technology Officer with Felix V. Diaz,
dated May 22, 1996. *(13)10 (k)
    
    Employment, Confidentiality, and Non-Competition Agreement with Thomas N. Tipton, Jr.,
dated December 19, 2005. *(13)10 (l)
    
    Employment, Confidentiality, and Non-Competition Agreement with Randall E. McComas,
dated February 15, 2002. *(13)10 (m)
    
    Employment Agreement with Deborah A. Shute, dated November 24, 1999. *(13)10 (n)
    
    Employment, Confidentiality, and Non-Competition Agreement with James W. Gragg,
dated November 1, 2004. *(13)10 (o)
    
    Employment, Confidentiality, and Non-Competition Agreement with Prasad Kallur,
dated May 23, 2005. *(13)10 (p)
    
    Employment Agreement with Steven P. Kovac, dated May 11, 1999. *(13)10 (q)
    
    Interphase Corporation 2004 Long-Term Stock Incentive Plan *(12)31 (a)
    
    Rule 13a-14(a)/15d-14(a) Certification. (14)31 (b)
    
    Rule 13a-14(a)/15d-14(a) Certification. (14)32 (a)
    
    Section 1350 Certification. (14)32 (b)
    
    Section 1350 Certification. (14)
 17




---



##### Table of Contents



(1)
    
    Filed as an exhibit to Registration Statement No. 2-86523 on Form S-1 and incorporated
herein by
reference.(2)
    
    Filed as an exhibit to Report on Form 10-K for the year ended October 31, 1995, and
incorporated herein by reference.(3)
    
    Filed as an exhibit to Report on Form 8-K on August 6, 1996, and incorporated herein by
reference.(4)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.(5)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference.(6)
    
    Filed as an exhibit to Form 8-K on January 9, 2001, and incorporated herein by
reference.
(7) Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2001, and
incorporated herein by reference.(8)
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended September 30, 2002, and
incorporated herein by reference.(9)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2002, and
incorporated herein by reference.(10)
    
    Filed as an exhibit to Form 8-K on September 13, 2004, and incorporated herein by
reference.(11)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2004, and
incorporated herein by reference.(12)
    
    Filed as an exhibit to Schedule 14a on March 31, 2005 and incorporated herein by
reference.(13)
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2005 and
incorporated herein
by reference.(14)
    
    Filed herewith* Management contract or compensatory plan or arrangement. 
 SIGNATURE
  INTERPHASE CORPORATION(Registrant)Date: August 11, 2006
    
    By:
    
    /s/ Thomas N. Tipton Jr.

Thomas N. Tipton Jr.Chief Financial Officer,Vice President of Finance and Treasurer(Principal Financial and Accounting Officer)
 18