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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, 2010
 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
    
    75-1549797(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 Parkway Centre I
2901 North Dallas Parkway, Suite 200
Plano, Texas 75093
 (214) 654-5000
 Yes þ No o
 Yes o No o
  Large accelerated filer o   
    Accelerated filer o
    Non-accelerated filer o
    Smaller Reporting Company þ
 Yes o No þ




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##### 



INTERPHASE CORPORATION
 Index to Form 10-Q
Quarterly Period Ended June 30, 2010
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of June 30, 2010
and December 31, 2009
    
    
    2Condensed Consolidated Statements of Operations for the three
months and six months ended June 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2010 and 2009
    
    
    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. Removed and Reserved
    
    
    16Item 5. Other Information
    
    
    16Item 6. Exhibits
    
    
    16Exhibit 31(a)Exhibit 31(b)Exhibit 32(a)Exhibit 32(b)
   1




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PART I
FINANCIAL INFORMATION
 
 Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    4,602
    
    
    $
    8,115Marketable securities
    
    
    9,377
    
    
    
    9,724Trade accounts receivable, less allowances
of $50 and $76, respectively
    
    
    3,600
    
    
    
    5,106Inventories
    
    
    1,750
    
    
    
    1,699Prepaid expenses and other current assets
    
    
    2,041
    
    
    
    2,202Total current assets
    
    
    21,370
    
    
    
    26,846Machinery and equipment
    
    
    6,820
    
    
    
    6,993Leasehold improvements
    
    
    415
    
    
    
    430Furniture and fixtures
    
    
    563
    
    
    
    5877,798
    
    
    
    8,010Less-accumulated depreciation and amortization
    
    
    (7,248
    )
    
    
    (7,318
    )Total property and equipment, net
    
    
    550
    
    
    
    692Capitalized software, net
    
    
    682
    
    
    
    912Other assets
    
    
    175
    
    
    
    197Total assets
    
    $
    22,777
    
    
    $
    28,647LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesAccounts payable
    
    $
    1,028
    
    
    $
    1,257Deferred revenue
    
    
    211
    
    
    
    161Accrued liabilities
    
    
    1,831
    
    
    
    2,667Accrued compensation
    
    
    1,156
    
    
    
    1,504Total current liabilities
    
    
    4,226
    
    
    
    5,589Deferred lease obligations
    
    
    271
    
    
    
    296Long-term debt
    
    
    3,500
    
    
    
    3,500Total liabilities
    
    
    7,997
    
    
    
    9,385Commitments and ContingenciesShareholders EquityCommon stock, $0.10 par value; 100,000,000 shares
authorized; 6,830,262 and 6,911,494 shares issued and
outstanding, respectively
    
    
    683
    
    
    
    691Additional paid in capital
    
    
    43,214
    
    
    
    43,022Retained deficit
    
    
    (28,358
    )
    
    
    (23,784
    )Cumulative other comprehensive loss
    
    
    (759
    )
    
    
    (667
    )Total shareholders equity
    
    
    14,780
    
    
    
    19,262Total liabilities and shareholders equity
    
    $
    22,777
    
    
    $
    28,647
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  2




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INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    3,858
    
    
    $
    8,120
    
    
    $
    7,617
    
    
    $
    16,541Cost of sales
    
    
    2,077
    
    
    
    3,664
    
    
    
    3,977
    
    
    
    7,068Gross margin
    
    
    1,781
    
    
    
    4,456
    
    
    
    3,640
    
    
    
    9,473Research and development
    
    
    1,818
    
    
    
    1,930
    
    
    
    3,911
    
    
    
    3,955Sales and marketing
    
    
    1,271
    
    
    
    1,625
    
    
    
    2,531
    
    
    
    3,099General and administrative
    
    
    954
    
    
    
    1,097
    
    
    
    1,958
    
    
    
    2,285Total operating expenses
    
    
    4,043
    
    
    
    4,652
    
    
    
    8,400
    
    
    
    9,339(Loss) income from operations
    
    
    (2,262
    )
    
    
    (196
    )
    
    
    (4,760
    )
    
    
    134Interest income, net
    
    
    41
    
    
    
    78
    
    
    
    87
    
    
    
    178Other loss, net
    
    
    (1
    )
    
    
    (3
    )
    
    
    (79
    )
    
    
    (6
    )(Loss) income before income tax
    
    
    (2,222
    )
    
    
    (121
    )
    
    
    (4,752
    )
    
    
    306Income tax benefit
    
    
    (11
    )
    
    
    (195
    )
    
    
    (178
    )
    
    
    (475
    )Net (loss) income
    
    $
    (2,211
    )
    
    $
    74
    
    
    $
    (4,574
    )
    
    $
    781Net (loss) income per share:Basic EPS
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.67
    )
    
    $
    0.11Diluted EPS
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.67
    )
    
    $
    0.11Weighted average common shares
    
    
    6,832
    
    
    
    6,906
    
    
    
    6,851
    
    
    
    6,834Weighted average common and
dilutive shares
    
    
    6,832
    
    
    
    6,926
    
    
    
    6,851
    
    
    
    6,834
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  3




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INTERPHASE CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2010
    
    
    2009Cash flows from operating activities:Net (loss) income
    
    $
    (4,574
    )
    
    $
    781Adjustments to reconcile net (loss) income to net cash used in
operating activities:Provision for uncollectible accounts and returns
    
    
    (12
    )
    
    
    14Provision for excess and obsolete inventories
    
    
    100
    
    
    
    100Depreciation and amortization
    
    
    393
    
    
    
    426Amortization of stock-based compensation
    
    
    184
    
    
    
    226Change in assets and liabilities:Trade accounts receivable
    
    
    1,518
    
    
    
    (1,804
    )Inventories
    
    
    (151
    )
    
    
    (444
    )Prepaid expenses and other current assets
    
    
    (110
    )
    
    
    1,412Other assets
    
    
    
    
    
    
    11Accounts payable, deferred revenue and accrued liabilities
    
    
    (719
    )
    
    
    211Accrued compensation
    
    
    (180
    )
    
    
    614Deferred lease obligations
    
    
    (25
    )
    
    
    148Net cash (used in) provided by operating activities
    
    
    (3,576
    )
    
    
    1,695Cash flows from investing activities:Purchase of property and equipment
    
    
    (36
    )
    
    
    (85
    )Purchase of capitalized software
    
    
    (25
    )
    
    
    (117
    )Proceeds from the sale of marketable securities
    
    
    3,118
    
    
    
    5,166Purchase of marketable securities
    
    
    (2,795
    )
    
    
    (2,932
    )Net cash provided by investing activities
    
    
    262
    
    
    
    2,032Cash flows from financing activities:Borrowings under credit facility
    
    
    5,500
    
    
    
    7,000Payments on credit facility
    
    
    (5,500
    )
    
    
    (7,000
    )Proceeds from the exercise of stock options
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    Effect of exchange rate changes on cash and cash equivalents
    
    
    (199
    )
    
    
    32Net (decrease) increase in cash and cash equivalents
    
    
    (3,513
    )
    
    
    3,759Cash and cash equivalents at beginning of period
    
    
    8,115
    
    
    
    7,383Cash and cash equivalents at end of period
    
    $
    4,602
    
    
    $
    11,142
 The accompanying notes are an integral part of these condensed consolidated financial statements.
  4




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INTERPHASE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 NOTE 1.    BASIS OF PRESENTATION
 ®
  NOTE 2.    STOCK-BASED COMPENSATION
   Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average risk free interest rates
    
    
    3.87
    %
    
    
    N/A
    
    
    
    3.87
    %
    
    
    N/AWeighted average life (in years)
    
    
    10
    
    
    
    N/A
    
    
    
    10
    
    
    
    N/AExpected volatility
    
    
    66.09
    %
    
    
    N/A
    
    
    
    66.11
    %
    
    
    N/AExpected dividend yield
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AWeighted average grant-date fair value
per share of options granted
    
    $
    1.99
    
    
    
    N/A
    
    
    $
    1.99
    
    
    
    N/A
  5




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Number of
    
    
    Weighted AverageOptions
    
    
    Option PriceBalance, December 31, 2009
    
    
    1,449,771
    
    
    $
    8.16Granted
    
    
    23,700
    
    
    
    2.63Exercised
    
    
    
    
    
    
    Cancelled
    
    
    (282,900
    )
    
    
    14.31Balance, June 30, 2010
    
    
    1,190,571
    
    
    $
    6.58
  Restricted
    
    
    Weighted AverageStock Shares
    
    
    Grant Date ValueNonvested restricted stock at December 31, 2009
    
    
    484,258
    
    
    $
    2.84Granted
    
    
    
    
    
    
    Vested
    
    
    (55,651
    )
    
    
    4.59Cancelled/Forefeited
    
    
    (81,232
    )
    
    
    2.02Nonvested restricted stock at June 30, 2010
    
    
    347,375
    
    
    $
    2.75
 NOTE 3.    MARKETABLE SECURITIES
  1.
    
    Level 1  Valuations based on quoted prices in active markets for identical
assets and liabilities. This level provides the most reliable evidence of fair value.2.
    
    Level 2  Valuation based on one or more quoted prices in markets that are not
active; quoted prices for similar assets or liabilities in active markets; inputs that
are observable other than quoted prices for the asset or the liability; or inputs that
are derived principally from or corroborated by observable market data by correlation
or other means.3.
    
    Level 3  Valuations based on inputs that are unobservable and significant to
the overall fair value measurement.
  6




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
   June 30, 2010
    
    
    December 31, 2009Unrealized
    
    
    Estimated
    
    
    
    
    
    
    
    
    
    
    EstimatedFair Value
    
    
    
    
    
    
    Gain
    
    
    Fair
    
    
    
    
    
    
    Unrealized
    
    
    FairHierarchy
    
    
    Cost
    
    
    (Loss)
    
    
    Value
    
    
    Cost
    
    
    Gain
    
    
    ValueAgencies
    
    Level 2
    
    $
    1,578
    
    
    $
    4
    
    
    $
    1,582
    
    
    $
    3,350
    
    
    $
    29
    
    
    $
    3,379Asset Backed
    
    Level 2
    
    
    2,222
    
    
    
    8
    
    
    
    2,230
    
    
    
    2,065
    
    
    
    17
    
    
    
    2,082Corporate Bonds
    
    Level 2
    
    
    1,900
    
    
    
    (1
    )
    
    
    1,899
    
    
    
    976
    
    
    
    1
    
    
    
    977Municipal Bonds and
US Treasuries
    
    Level 2
    
    
    3,649
    
    
    
    17
    
    
    
    3,666
    
    
    
    3,276
    
    
    
    10
    
    
    
    3,286Total
    
    
    
    
    
    $
    9,349
    
    
    $
    28
    
    
    $
    9,377
    
    
    $
    9,667
    
    
    $
    57
    
    
    $
    9,724
 NOTE 4.    INVENTORIES
  June 30, 2010
    
    
    December 31, 2009Raw materials
    
    $
    1,405
    
    
    $
    1,399Work-in-process
    
    
    271
    
    
    
    218Finished goods
    
    
    74
    
    
    
    82Total
    
    $
    1,750
    
    
    $
    1,699
  NOTE 5.    DERIVATIVE FINANCIAL INSTRUMENTS
    7




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 6.    INCOME TAXES
   NOTE 7.    RESTRUCTURING CHARGE
   Cash payments,
    
    
    Cash payments,Cash payments
    
    
    net of currency
    
    
    net of currencyand non-cash
    
    
    translation
    
    
    translationcharges during
    
    
    adjustments,
    
    
    adjustments,
    
    
    Remainingquarter ended
    
    
    during quarter
    
    
    during quarter
    
    
    liability asRestructuring
    
    
    December 31,
    
    
    ended March 31,
    
    
    ended June 30,
    
    
    of June 30,Description
    
    charge
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010Severance & Fringe
Benefits
    
    $
    1,063
    
    
    $
    84
    
    
    $
    530
    
    
    $
    132
    
    
    $
    317Non-Utilized Fixed
Assets
    
    
    173
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,236
    
    
    $
    257
    
    
    $
    530
    
    
    $
    132
    
    
    $
    317
 NOTE 8.    CREDIT FACILITY
   8




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 9.    COMPREHENSIVE (LOSS) INCOME
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net (loss) income
    
    $
    (2,211
    )
    
    $
    74
    
    
    $
    (4,574
    )
    
    $
    781Other comprehensive (loss) income:Unrealized holding gain (loss)
arising
during period, net of tax
    
    
    5
    
    
    
    48
    
    
    
    (9
    )
    
    
    94Foreign currency translation
adjustment
    
    
    (95
    )
    
    
    123
    
    
    
    (83
    )
    
    
    8Comprehensive (loss) income
    
    $
    (2,301
    )
    
    $
    245
    
    
    $
    (4,666
    )
    
    $
    883
 NOTE 10.    EARNINGS PER SHARE
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic net (loss) income per share:Net (loss) income
    
    $
    (2,211
    )
    
    $
    74
    
    
    $
    (4,574
    )
    
    $
    781Weighted average common shares outstanding
    
    
    6,832
    
    
    
    6,906
    
    
    
    6,851
    
    
    
    6,834Basic net (loss) income per share
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.67
    )
    
    $
    0.11Diluted net (loss) income per share:Net (loss) income
    
    $
    (2,211
    )
    
    $
    74
    
    
    $
    (4,574
    )
    
    $
    781Weighted average common shares outstanding
    
    
    6,832
    
    
    
    6,906
    
    
    
    6,851
    
    
    
    6,834Dilutive stock options
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    Weighted average common shares outstanding 
assuming dilution
    
    
    6,832
    
    
    
    6,926
    
    
    
    6,851
    
    
    
    6,834Diluted net (loss) income per share
    
    $
    (0.32
    )
    
    $
    0.01
    
    
    $
    (0.67
    )
    
    $
    0.11Outstanding stock options that were not
included in the diluted calculation because
their effect would be anti-dilutive
    
    
    1,167
    
    
    
    1,242
    
    
    
    1,167
    
    
    
    1,545
 NOTE 11.    SEGMENT INFORMATION
   9




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Pacific Rim
    
    $
    1,786
    
    
    $
    2,616
    
    
    $
    2,528
    
    
    $
    6,846Europe
    
    
    1,095
    
    
    
    2,878
    
    
    
    2,745
    
    
    
    5,012North America
    
    
    977
    
    
    
    2,626
    
    
    
    2,344
    
    
    
    4,683Total
    
    $
    3,858
    
    
    $
    8,120
    
    
    $
    7,617
    
    
    $
    16,541
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Product Revenues:Broadband telecom
    
    $
    3,204
    
    
    $
    7,229
    
    
    $
    6,414
    
    
    $
    15,219Enterprise
    
    
    346
    
    
    
    345
    
    
    
    563
    
    
    
    434Professional services
    
    
    117
    
    
    
    257
    
    
    
    277
    
    
    
    506Other
    
    
    191
    
    
    
    289
    
    
    
    363
    
    
    
    382Total
    
    $
    3,858
    
    
    $
    8,120
    
    
    $
    7,617
    
    
    $
    16,541
 NOTE
12.    RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
   10




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




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Research and Development
   Sales and Marketing
   General and Administrative
    12




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




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




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




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Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  
 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
  
 Item 4. (REMOVED AND RESERVED)
 
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
 Exhibits
 3 (a)
    
    Certificate of Incorporation of the registrant. (1)3 (b)
    
    Amendment to Articles of Incorporation of the registrant. (2)3 (c)
    
    Amended and Restated Bylaws of the registrant adopted on July 27, 2007. (3)4 (a)
    
    Rights Agreement dated as of December 7, 2000 by and between the Company and
Computershare Investor Services, LLC as Rights Agent. (4)10 (a)
    
    Lease on Facility at Parkway Center, Phase I, Plano, Texas. (5)10 (b)
    
    Second Amendment to lease on Facility at Parkway Center, Phase 1, Plano, Texas (6)10 (c)
    
    Lease on Facility at 2105 Luna Road, Carrollton, Texas. (7)
  16




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10 (d)
    
    Note and Credit Agreement between Interphase Corporation and Texas Capital Bank. (8)10 (e)
    
    First Amendment to Loan Agreement between Interphase Corporation and Texas Capital Bank. (9)10 (f)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Gregory B. Kalush, dated December 30, 2008. *(10)10 (g)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Thomas N. Tipton, Jr. dated December 30, 2008. *(10)10 (h)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Randall E. McComas, dated December 30, 2008. *(10)10 (i)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Deborah A. Shute, dated December 30, 2008. *(10)10 (j)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
James W. Gragg, dated December 30, 2008. *(10)10 (k)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Marc E. DeVinney, dated December 30, 2008. *(10)10 (l)
    
    Amended and Restated Employment, Confidentiality, and Non-Competition Agreement with
Yoram Solomon, dated December 30, 2008. *(10)10 (m)
    
    Employment, Confidentiality, and Non-Competition Agreement with Yoram Solomon, dated
November 17, 2008* (11)10 (n)
    
    Employment, Confidentiality, and Non-Competition Agreement with H. Keith Seawright, dated
April 6, 2010* (12)10 (o)
    
    Interphase Corporation 2004 Long-Term Stock Incentive Plan *(13)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)
 
 (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 Annual Report on Form 10-K for the year ended December 31, 1999, and
incorporated herein by reference.(3)
    
    Filed as an exhibit to Current Report on Form 8-K on July 31, 2007, and incorporated herein by
reference.(4)
    
    Filed as an exhibit to Current Report on Form 8-K on January 9, 2001, and incorporated herein
by reference.(5)
    
    Filed as an exhibit to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002,
and incorporated herein by reference.(6)
    
    Filed as an exhibit to Annual Report on Form 10-K for the year ended December 31, 2008, and
incorporated
herein by reference.(7)
    
    Filed as an exhibit to Current Report on Form 8-K on December 10, 2008, and incorporated
herein by reference.(8)
    
    Filed as an exhibit to Current Report on Form 8-K on December 24, 2008, and incorporated
herein by
reference.(9)
    
    Filed as an exhibit to Quarterly Report on Form 10-Q for the quarter ended March 31, 2009,
and incorporated
herein by reference(10)
    
    Filed as an exhibit to Current Report on Form 8-K on December 31, 2008, and incorporated
herein by
reference.(11)
    
    Filed as an exhibit to Current Report on Form 8-K on November 17, 2008, and incorporated
herein by
reference.(12)
    
    Filed as an exhibit to Current Report on Form 8-K on April 7, 2010, and incorporated herein
by reference.(13)
    
    Filed as an exhibit to Schedule 14a on March 31, 2004 and incorporated herein by reference.(14)
    
    Filed herewith*
    
    Management contract or compensatory plan or arrangement.  17




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##### Table of Contents



SIGNATURE
  INTERPHASE CORPORATION
(Registrant)Date: August 10, 2010
    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