##### 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 September 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
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer
o
    
    Smaller Reporting Company
þ
 o þ




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##### 



INTERPHASE CORPORATION
 Index to Form 10-Q
Quarterly Period Ended September 30, 2010
 Part I  Financial InformationItem 1. Condensed Consolidated Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of September 30, 2010
and December 31, 2009
    
    
    2Condensed Consolidated Statements of Operations for the three
months and nine months ended September 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    17Part II  Other InformationItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. (Removed and Reserved)
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18Exhibit 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
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCash and cash equivalents
    
    $
    5,800
    
    
    $
    8,115Marketable securities
    
    
    7,564
    
    
    
    9,724Trade accounts receivable, less allowances
of $50 and $76, respectively
    
    
    4,253
    
    
    
    5,106Inventories
    
    
    2,015
    
    
    
    1,699Prepaid expenses and other current assets
    
    
    608
    
    
    
    2,202Total current assets
    
    
    20,240
    
    
    
    26,846Machinery and equipment
    
    
    6,954
    
    
    
    6,993Leasehold improvements
    
    
    425
    
    
    
    430Furniture and fixtures
    
    
    582
    
    
    
    5877,961
    
    
    
    8,010Less-accumulated depreciation and amortization
    
    
    (7,459
    )
    
    
    (7,318
    )Total property and equipment, net
    
    
    502
    
    
    
    692Capitalized software, net
    
    
    583
    
    
    
    912Other assets
    
    
    723
    
    
    
    197Total assets
    
    $
    22,048
    
    
    $
    28,647LIABILITIES AND SHAREHOLDERS EQUITYLiabilitiesAccounts payable
    
    $
    1,431
    
    
    $
    1,257Deferred revenue
    
    
    141
    
    
    
    161Accrued liabilities
    
    
    4,901
    
    
    
    2,667Accrued compensation
    
    
    1,361
    
    
    
    1,504Total current liabilities
    
    
    7,834
    
    
    
    5,589Deferred lease obligations
    
    
    257
    
    
    
    296Long-term debt
    
    
    3,500
    
    
    
    3,500Total liabilities
    
    
    11,591
    
    
    
    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
    
    
    43,292
    
    
    
    43,022Retained deficit
    
    
    (32,650
    )
    
    
    (23,784
    )Cumulative other comprehensive loss
    
    
    (868
    )
    
    
    (667
    )Total shareholders equity
    
    
    10,457
    
    
    
    19,262Total liabilities and shareholders equity
    
    $
    22,048
    
    
    $
    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
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    4,770
    
    
    $
    4,368
    
    
    $
    12,387
    
    
    $
    20,909Cost of sales
    
    
    2,439
    
    
    
    3,269
    
    
    
    6,416
    
    
    
    10,337Gross margin
    
    
    2,331
    
    
    
    1,099
    
    
    
    5,971
    
    
    
    10,572Research and development
    
    
    1,605
    
    
    
    1,797
    
    
    
    5,516
    
    
    
    5,752Sales and marketing
    
    
    1,103
    
    
    
    1,230
    
    
    
    3,634
    
    
    
    4,329General and administrative
    
    
    950
    
    
    
    860
    
    
    
    2,908
    
    
    
    3,145Restructuring charge
    
    
    3,339
    
    
    
    
    
    
    
    3,339
    
    
    
    Total operating expenses
    
    
    6,997
    
    
    
    3,887
    
    
    
    15,397
    
    
    
    13,226Loss from operations
    
    
    (4,666
    )
    
    
    (2,788
    )
    
    
    (9,426
    )
    
    
    (2,654
    )Interest income, net
    
    
    
    
    
    
    65
    
    
    
    87
    
    
    
    243Other loss, net
    
    
    
    
    
    
    (3
    )
    
    
    (79
    )
    
    
    (9
    )Loss before income tax
    
    
    (4,666
    )
    
    
    (2,726
    )
    
    
    (9,418
    )
    
    
    (2,420
    )Income tax benefit
    
    
    (374
    )
    
    
    (345
    )
    
    
    (552
    )
    
    
    (820
    )Net loss
    
    $
    (4,292
    )
    
    $
    (2,381
    )
    
    $
    (8,866
    )
    
    $
    (1,600
    )Net loss per share:Basic EPS
    
    $
    (0.63
    )
    
    $
    (0.34
    )
    
    $
    (1.30
    )
    
    $
    (0.23
    )Diluted EPS
    
    $
    (0.63
    )
    
    $
    (0.34
    )
    
    $
    (1.30
    )
    
    $
    (0.23
    )Weighted average common shares
    
    
    6,830
    
    
    
    6,910
    
    
    
    6,844
    
    
    
    6,894Weighted average common and dilutive shares
    
    
    6,830
    
    
    
    6,910
    
    
    
    6,844
    
    
    
    6,894
 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
 Nine Months EndedSeptember 30,2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (8,866
    )
    
    $
    (1,600
    )Adjustments to reconcile net loss to net cash used in
operating activities:Provision for uncollectible accounts and returns
    
    
    (12
    )
    
    
    38Provision for excess and obsolete inventories
    
    
    100
    
    
    
    300Depreciation and amortization
    
    
    567
    
    
    
    636Amortization of stock-based compensation
    
    
    262
    
    
    
    307Change in assets and liabilities:Trade accounts receivable
    
    
    865
    
    
    
    532Inventories
    
    
    (416
    )
    
    
    (63
    )Prepaid expenses and other current assets
    
    
    1,466
    
    
    
    856Other assets
    
    
    (516
    )
    
    
    10Accounts payable, deferred revenue and accrued liabilities
    
    
    2,426
    
    
    
    24Accrued compensation
    
    
    (68
    )
    
    
    427Deferred lease obligations
    
    
    (39
    )
    
    
    207Net cash (used in) provided by operating activities
    
    
    (4,231
    )
    
    
    1,674Cash flows from investing activities:Purchase of property and equipment
    
    
    (38
    )
    
    
    (122
    )Purchase of capitalized software
    
    
    (30
    )
    
    
    (131
    )Proceeds from the sale of marketable securities
    
    
    5,094
    
    
    
    7,071Purchase of marketable securities
    
    
    (2,950
    )
    
    
    (4,138
    )Net cash provided by investing activities
    
    
    2,076
    
    
    
    2,680Cash flows from financing activities:Borrowings under credit facility
    
    
    5,500
    
    
    
    10,500Payments on credit facility
    
    
    (5,500
    )
    
    
    (10,500
    )Proceeds from the exercise of stock options
    
    
    
    
    
    
    4Net cash provided by financing activities
    
    
    
    
    
    
    4Effect of exchange rate changes on cash and cash equivalents
    
    
    (160
    )
    
    
    65Net (decrease) increase in cash and cash equivalents
    
    
    (2,315
    )
    
    
    4,423Cash and cash equivalents at beginning of period
    
    
    8,115
    
    
    
    7,383Cash and cash equivalents at end of period
    
    $
    5,800
    
    
    $
    11,806
 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
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average risk free interest rates
    
    
    2.75
    %
    
    
    N/A
    
    
    
    2.83
    %
    
    
    N/AWeighted average life (in years)
    
    
    10
    
    
    
    N/A
    
    
    
    10
    
    
    
    N/AExpected volatility
    
    
    63.51
    %
    
    
    N/A
    
    
    
    63.69
    %
    
    
    N/AExpected dividend yield
    
    
    
    
    
    
    N/A
    
    
    
    
    
    
    
    N/AWeighted average grant-date fair value
per share of options granted
    
    $
    1.22
    
    
    
    N/A
    
    
    $
    1.27
    
    
    
    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
    
    
    348,200
    
    
    
    1.75Exercised
    
    
    
    
    
    
    Cancelled
    
    
    (292,899
    )
    
    
    14.07Balance, September 30, 2010
    
    
    1,505,072
    
    
    $
    5.52
  Restricted
    
    
    Weighted AverageStock Shares
    
    
    Grant Date ValueNonvested restricted stock at December 31, 2009
    
    
    484,258
    
    
    $
    2.84Granted
    
    
    
    
    
    
    Vested
    
    
    (60,234
    )
    
    
    4.91Cancelled/Forefeited
    
    
    (81,232
    )
    
    
    2.02Nonvested restricted stock at September 30, 2010
    
    
    342,792
    
    
    $
    2.67
 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)
 
   September 30, 2010
    
    
    December 31, 2009Estimated
    
    
    
    
    
    
    
    
    
    
    EstimatedFair Value
    
    
    
    
    
    Unrealized
    
    
    Fair
    
    
    
    
    
    
    Unrealized
    
    
    FairHierarchy
    
    Cost
    
    
    Gain
    
    
    Value
    
    
    Cost
    
    
    Gain
    
    
    ValueAgencies
    
    Level 2
    
    $
    304
    
    
    $
    2
    
    
    $
    306
    
    
    $
    3,350
    
    
    $
    29
    
    
    $
    3,379Asset Backed
    
    Level 2
    
    
    1,845
    
    
    
    13
    
    
    
    1,858
    
    
    
    2,065
    
    
    
    17
    
    
    
    2,082Corporate Bonds
    
    Level 2
    
    
    1,732
    
    
    
    7
    
    
    
    1,739
    
    
    
    976
    
    
    
    1
    
    
    
    977Municipal Bonds and
US Treasuries
    
    Level 2
    
    
    3,646
    
    
    
    15
    
    
    
    3,661
    
    
    
    3,276
    
    
    
    10
    
    
    
    3,286Total
    
    
    
    $
    7,527
    
    
    $
    37
    
    
    $
    7,564
    
    
    $
    9,667
    
    
    $
    57
    
    
    $
    9,724
 NOTE 4.    INVENTORIES
  September 30,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    1,608
    
    
    $
    1,399Work-in-process
    
    
    348
    
    
    
    218Finished goods
    
    
    59
    
    
    
    82Total
    
    $
    2,015
    
    
    $
    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
    
    
    Remainingduring quarter
    
    
    liability as ofRestructuring
    
    
    ended September 30,
    
    
    September 30,Description
    
    charge
    
    
    2010
    
    
    2010Severance & Fringe Benefits
    
    $
    3,181
    
    
    $
    
    
    
    $
    3,181Other Related Costs
    
    
    158
    
    
    
    
    
    
    
    158Total
    
    $
    3,339
    
    
    $
    
    
    
    $
    3,339
   8




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Cash
    
    
    Cash
    
    
    Cash
    
    
    Cash payments,payments and
    
    
    payments, net
    
    
    payments, net
    
    
    net of currencynon-cash
    
    
    of currency
    
    
    of currency
    
    
    translationcharges
    
    
    translation
    
    
    translation
    
    
    adjustments,during
    
    
    adjustments,
    
    
    adjustments,
    
    
    during quarter
    
    
    Remainingquarter ended
    
    
    during quarter
    
    
    during quarter
    
    
    ended
    
    
    liability as ofRestructuring
    
    
    December 31,
    
    
    ended March 31,
    
    
    ended June 30,
    
    
    September 30,
    
    
    September 30,Description
    
    charge
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010Severance
& Fringe Benefits
    
    $
    1,063
    
    
    $
    84
    
    
    $
    530
    
    
    $
    132
    
    
    $
    317
    
    
    $
    Non-Utilized Fixed
Assets
    
    
    173
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    1,236
    
    
    $
    257
    
    
    $
    530
    
    
    $
    132
    
    
    $
    317
    
    
    $
    
 NOTE 8.    CREDIT FACILITY
  NOTE 9.    COMPREHENSIVE LOSS
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net loss
    
    $
    (4,292
    )
    
    $
    (2,381
    )
    
    $
    (8,866
    )
    
    $
    (1,600
    )Other comprehensive loss:Unrealized holding gain
arising
during period,
net of tax
    
    
    9
    
    
    
    3
    
    
    
    
    
    
    
    97Foreign currency
translation adjustment
    
    
    25
    
    
    
    39
    
    
    
    (58
    )
    
    
    47Comprehensive loss
    
    $
    (4,258
    )
    
    $
    (2,339
    )
    
    $
    (8,924
    )
    
    $
    (1,456
    )
  9




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 10.    EARNINGS PER SHARE
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Basic net loss per share:Net loss
    
    $
    (4,292
    )
    
    $
    (2,381
    )
    
    $
    (8,866
    )
    
    $
    (1,600
    )Weighted average common shares outstanding
    
    
    6,830
    
    
    
    6,910
    
    
    
    6,844
    
    
    
    6,894Basic net loss per share
    
    $
    (0.63
    )
    
    $
    (0.34
    )
    
    $
    (1.30
    )
    
    $
    (0.23
    )Diluted net loss per share:Net loss
    
    $
    (4,292
    )
    
    $
    (2,381
    )
    
    $
    (8,866
    )
    
    $
    (1,600
    )Weighted average common shares outstanding
    
    
    6,830
    
    
    
    6,910
    
    
    
    6,844
    
    
    
    6,894Dilutive stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted average common
shares outstanding 
assuming dilution
    
    
    6,830
    
    
    
    6,910
    
    
    
    6,844
    
    
    
    6,894Diluted net loss per share
    
    $
    (0.63
    )
    
    $
    (0.34
    )
    
    $
    (1.30
    )
    
    $
    (0.23
    )Outstanding stock options
that were not included in
the diluted calculation
because their effect would
be anti-dilutive
    
    
    1,379
    
    
    
    1,332
    
    
    
    1,481
    
    
    
    1,527
 NOTE 11.    SEGMENT INFORMATION
   Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Pacific Rim
    
    $
    1,923
    
    
    $
    2,109
    
    
    $
    4,451
    
    
    $
    8,955North America
    
    
    1,607
    
    
    
    1,463
    
    
    
    3,951
    
    
    
    6,146Europe
    
    
    1,240
    
    
    
    796
    
    
    
    3,985
    
    
    
    5,808Total
    
    $
    4,770
    
    
    $
    4,368
    
    
    $
    12,387
    
    
    $
    20,909
  10




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INTERPHASE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Product Revenues:Broadband telecom
    
    $
    3,738
    
    
    $
    3,594
    
    
    $
    10,152
    
    
    $
    18,813Enterprise
    
    
    438
    
    
    
    211
    
    
    
    1,001
    
    
    
    645Professional services
    
    
    369
    
    
    
    368
    
    
    
    646
    
    
    
    874Other
    
    
    225
    
    
    
    195
    
    
    
    588
    
    
    
    577Total
    
    $
    4,770
    
    
    $
    4,368
    
    
    $
    12,387
    
    
    $
    20,909
 NOTE 12.    RECENTLY ISSUED ACCOUNTING PROUNOUCEMENTS
   11




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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
   12




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Research and Development
   Sales and Marketing
    13




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General and Administrative
   Restructuring Charge
  Interest Income, Net
  Other Loss, Net
  Income Taxes
    14




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##### Table of Contents



Net Loss
  LIQUIDITY AND CAPITAL RESOURCES
 Consolidated Cash Flows
  Operating Activities
   Investing Activities
  Financing Activities
   15




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Commitments
 Commitments
  Off-Balance Sheet Arrangements
  Other
    
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Risk
    16




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Market Price Risk
  Interest Rate Risk
    
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
   17




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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
  Exhibits3
    
    
    (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)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)
  18




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##### Table of Contents



Exhibits10
    
    
    (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. 
 SIGNATURE
  INTERPHASE CORPORATION
(Registrant)Date: November 3, 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)  19