UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INTERPHASE CORPORATION
-------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
------------------------------------
(Title of Class of Securities)
460593-10-6
-----------
(CUSIP Number)
CAROL FORSYTE
MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196
(847) 576-7646
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
OCTOBER 15, 1998
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. 460593-10-6
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Motorola, Inc.
I.R.S. #36-1115800
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Incorporation: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWE
-0-
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14. TYPE OF REPORTING PERSON (See Instructions)
CO
AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3("Amendment") relates to the shares (the "Shares")
of common stock, no par value per share, of Interphase Corporation, a Texas
corporation ("Interphase"). The Report on Schedule 13D filed by Motorola,
Inc. dated May 4, 1990, ("Original Report") as amended by Amendment No. 1
dated August 15, 1990 and Amendment No. 2 dated February 6, 1991
(hereinafter collectively referred to as "Motorola Schedule 13D"), is
hereby amended and supplemented as set forth below.
Item 1 Security and Issuer.
This statement relates to the common stock, no par value per share
(the "Shares"), of Interphase Corporation, a Texas corporation
("Interphase"). Interphase's principal executive offices are located at
13,800 Senlac Road, Dallas, Texas 75234-8823.
Item 2. Identity and Background
Item 2 of the Motorola Schedule 13D is hereby amended and restated as
follows:
This statement is being filed by Motorola, Inc., a Delaware
corporation ("Motorola"). Motorola's principal executive offices are
located at 1303 East Algonquin Road, Schaumburg, IL 60196. Motorola is one
of the world's leading providers of wireless communications, semiconductors
and advanced electronic systems, components and services. Major equipment
businesses include cellular telephone, two-way radio, paging and data
communications, personal communications, automotive, defense and space
electronics and computers. Motorola semiconductors power communication
devices, computers and millions of other products. "Motorola" is a
registered trademark of Motorola, Inc.
The names, business addresses and present principal occupations of the
directors and executive officers of Motorola are set forth in the attached
Appendix 1, which is incorporated by reference. Appendix 1 also lists the
principal business of any employer that employs a director who is not also
an executive officer of Motorola. To the best of Motorola's knowledge, all
directors and executive officers of Motorola are citizens of the United
States.
Neither Motorola nor, to the best of Motorola's knowledge, any
director or executive officer of Motorola listed on the attached Appendix 1
has been, during the last five years, (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 14, 1989, pursuant to the negotiated terms of a Common Stock
Purchase Agreement dated as of the same date (the "Stock Agreement"),
Motorola purchased from Interphase 660,000 Shares for $7,260,000 and was
granted a warrant by Interphase (the "Warrant"), to purchase upon the
occurrence of the conditions described below, an additional 660,000 Shares
at a price of $15.40 per Share (the exercise price of the Warrant and the
number of Shares covered by the Warrant were subject to adjustment as
specified in the Warrant). The Warrant was to be exercised by Motorola
only (a) if Motorola's aggregate purchases from Interphase for any four
consecutive fiscal quarters equal or exceed 25 percent of Interphase's
input, output and network controller aggregate net sales for those quarters
or (b) a Change in Control (as defined in the Warrant) of Interphase
occurs. The Warrant could only be exercised in whole by Motorola through
March 14, 1996. On March 14, 1996 the Warrant expired without being
exercised.
The funds for purchase of the 660,000 Shares came from Motorola's
working capital.
To the best of Motorola's knowledge, Item 3 is not applicable to any
director or executive officer of Motorola.
Item 4. Purpose of Transaction
On October 15, 1998, pursuant to the negotiated terms of a Stock
Redemption Agreement (the "Redemption Agreement") dated October 15, 1998
between Motorola and Interphase, a copy of which is attached hereto as
Exhibit 1, Interphase agreed to redeem the 660,000 Shares ("Redeemed
Shares") owned by Motorola on a quarterly basis over a period of 3.75 years
commencing on October 15, 1998 and ending on July 15, 2002 in substantially
equal installments. Interphase has the right under the Redemption
Agreement, upon not less than 20 days notice to Motorola, to accelerate the
redemption of the Redeemed Shares. The Redemption Agreement provides that
the purchase price for the Redeemed Shares shall be $6.25 per share, for an
aggregate purchase price of $4,125,000. In accordance with the terms of the
Redemption Agreement, on October 15, 1998, Interphase redeemed 50,000
Shares owned by Motorola, at $6.25 per share for an aggregate purchase
price of $312,500.
Pursuant to the terms of the Redemption Agreement, the Stock Agreement
was terminated as of the date of the Redemption Agreement and is no longer
in effect.
The Redemption Agreement provides that Motorola will retain title to,
and will be entitled to receive and retain any dividends and other
distributions with respect to the remaining Redeemed Shares prior to
redemption. However, pursuant to the terms of the Redemption Agreement, on
October 15, 1998, Motorola granted Interphase an irrevocable proxy (the
"Proxy") to vote the remaining Redeemed Shares in all matters for which
shareholders of Interphase are entitled to vote. The Proxy will terminate
in the event of default by Interphase of any of its obligations under the
Redemption Agreement. A copy of the Proxy is attached hereto as Exhibit 2.
The Redemption Agreement also provides that during the term of the
Redemption Agreement Motorola will not transfer the 660,000 Shares except
as provided by the Redemption Agreement.
A Shareholders Agreement executed on March 14, 1989 (the "Shareholder
Agreement") between Motorola, Michael E. Cope ("Cope") and S. Thomas
Thawley ("Thawley") provides that Motorola will be entitled to nominate a
director to the Board of Directors of Interphase and that Cope and Thawley
will vote their Shares for such director and also use their best efforts to
cause that director to be elected and re-elected to Interphase's board.
Motorola also agreed to use its best efforts to cause the director it
nominates to vote with the majority of Interphase's Board of Directors on
any friendly merger or acquisition, subject to such director's exercise of
his or her fiduciary responsibilities. This provision will expire whenever
Motorola's equity ownership in Interphase falls below ten percent. The
Motorola nominee to the Interphase Board of Directors has resigned. In
addition, Cope, Thawley and Motorola no longer collectively have voting
control over enough shares to cause the election of any Motorola nominee.
The Shareholder Agreement also requires Cope and Thawley, in certain
instances when either of them desire to sell Shares, to allow Motorola and
the other non-selling party to purchase those Shares, as described in the
Shareholder Agreement.
Except as set forth in this Item 4, neither Motorola, nor to the best
of Motorola's knowledge, any of its executive officers or directors, has
any plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D .
Item 5. Interest in Securities of the Issuer
(a) As of October 15, 1998, Motorola disclaims any beneficial
ownership, as defined in Rule 13d-3 under the Securities Exchange Act of
1934 Act, as amended (the "1934 Act"), in any of the 610,000 Shares (which
represent approximately 11% of all outstanding Shares based on Interphase's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998) to which
Motorola retains legal title, pursuant to the terms of the Redemption
Agreement and Proxy described in Item 4 above.
(b) As of October 15, 1998, Motorola disclaims any voting power, sole
or shared, or dispositive power, sole or shared, with respect to the
Redeemed Shares pursuant to the terms of the Redemption Agreement and Proxy
described in Item 4 above.
(c) Except as described in this Amendment, Motorola had no
transactions in Shares during the past 60 days. To the best of Motorola's
knowledge, no director or executive officer of Motorola has engaged in any
transactions in Shares during the past 60 days.
(d) As of October 15, 1998, Motorola had the right to receive the
dividends from the remaining Redeemed Shares prior to redemption thereof
pursuant to the terms of the Redemption Agreement and to receive the
proceeds from the redemption of the remaining Redeemed Shares.
(e) As of October 15, 1998, Motorola disclaimed being the beneficial
owner, as defined in Rule 13d-3 under the 1934 Act of more than 5% of the
Shares pursuant to the terms of the Redemption Agreement and the Proxy,
described in Item 4 above.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Items 3 and 4 for a description of the Stock Agreement, the
Shareholder Agreement, the Warrant, the Redemption Agreement and the Proxy.
All statements made in the body of this Amendment which relate to the terms
of the Stock Agreement, the Shareholder Agreement, the Warrant, the
Redemption Agreement and the Proxy are qualified in their entirety by the
terms of such documents. The Stock Agreement, the Shareholder Agreement and
the Warrant were previously filed as Exhibits 1, 2 and 3, respectively, to
the Original Report.
The Redemption Agreement and Proxy are attached hereto as Exhibits 1
and 2, respectively.
Item 7. Materials to be filed as Exhibits
EXHIBIT DESCRIPTION
- -------------------------------------
Exhibit 1 Stock Redemption Agreement
Exhibit 2 Proxy
Signature
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.
Date: October 23, 1998 /s/ Carl F. Koenemann
------------------------------------
Carl F.Koenemann
Executive Vice President and
Chief Financial Officer
APPENDIX 1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA
The following table sets forth the name, age, business address, and
principal occupation or employment at the present time and during the past
five years of each director and executive officer of Motorola. Unless
otherwise noted, each such person is a citizen of the United States. In
addition, unless otherwise noted, each such person's business address is
1303 East Algonquin Road, Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA, INC.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, MATERIAL, OFFICES OR EMPLOYMENT
HELD DURING THE PAST FIVE YEARS, NAME AND AGE-
Gary L. Tooker....Age 59; Chairman of the Board; Director since 1986. Mr.
Tooker started with Motorola in 1962, holding ascending marketing and
operations assignments within the semiconductor business. He served as
General Manager of the Semiconductor Products Sector from 1981 through 1986
becoming Executive Vice President and General Manager in 1984; Senior
Executive Vice President and Chief Corporate Staff Officer in 1986; Chief
Operating Officer in 1988; President in 1990; Vice Chairman of the Board
and Chief Executive Officer in 1993; and Chairman of the Board in January
of 1997. He is a member of the Board of Directors of Eaton Corporation,
Atlantic Richfield Company (ARCO) and Catalyst.
Ronnie C. Chan....Age 48; Director since 1997. Mr. Chan has been the
Chairman of Hong Kong based Hang Lung Development Group since 1991. Hang
Lung Development Group is made up of three publicly traded companies in
property development, property investment and hotels. In 1986, Mr. Chan co-
founded the private Morningside/Springfield Group and is a director of
certain companies within the Group. The Morningside Group directs
investments in private companies. The Springfield Group engages in
financial trading, fund management and investment consulting. He is a
member of the Board of Directors of Enron Corporation and Standard
Chartered PLC. His business address is: Hang Lung Development Company
Limited, 28/F Standard Chartered Bank Building, 4 Des Voeux Road Central,
Hong Kong.
H. Laurance Fuller....Age 59; Director since 1994. Mr. Fuller is Chairman
of the Board and Chief Executive Officer of Amoco Corporation, an energy
company. Mr. Fuller was elected President of Amoco Corporation in 1983, and
its Chairman of the Board and Chief Executive Officer in 1991. He has been
a member of Amoco Corporation's Executive Committee and a member of the
Board of Directors of Amoco since 1981. Mr. Fuller joined Amoco in 1961,
was named President of Amoco Oil Company in 1978, and was elected Executive
Vice President of Amoco Corporation in 1981. He is also a director of The
Chase Manhattan Corporation, The Chase Manhattan Bank, N.A., Abbott
Laboratories, Security Capital Group, the American Petroleum Institute,
Catalyst, and Rehabilitation Institute of Chicago. His business address is:
Amoco Corporation, 200 East Randolph Street, Chicago, IL 60601.
Christopher B. Galvin....Age 48; Chief Executive Officer since January
1997; Director since 1988. Mr. Galvin began working for Motorola part-time
in 1967 and full-time in 1973. Between 1973 and 1988 he served in sales,
sales management, marketing, product management, service management and
general management positions in Motorola's two-way Radio, Tegal subsidiary
(semiconductor capital equipment products) and paging businesses. In 1988,
he became Chief Corporate Staff Officer and was elected to the Board of
Directors. In 1990, he was appointed to the Office of the Chief Executive
as Senior Executive Vice President and Assistant Chief Operating Officer.
He served as President and Chief Operating Officer from 1993 until he
became Chief Executive Officer on January 1, 1997. Mr. Galvin is the son of
Robert W. Galvin.
Robert W. Galvin....Age 76; Chairman of the Executive Committee since 1990;
Director since 1945. Mr. Galvin started his career at Motorola in 1940. He
held the senior officership position in Motorola from 1959 until 1990, when
he became Chairman of the Executive Committee. He continues to serve as a
full time officer of Motorola
Robert L. Growney....Age 56; Director since 1997. Mr. Growney began his
career with Motorola in 1966 holding various positions in Motorola's
wireless communications businesses. He was appointed a company officer in
1985, elected corporate vice president by the Board of Directors in 1986,
elevated to senior vice president in 1989, to executive vice president in
1992, and to President and General Manager of the Messaging, Information
and Media Sector in 1994. He was elected President and Chief Operating
Officer effective January 1, 1997 and elected to the Board of Directors in
February of 1997. He is currently a Director of Microware Systems
Corporation.
Anne P. Jones....Age 63; Director since 1984. Ms. Jones is currently
working as a consultant. She was a partner in the Washington, D.C. office
of the Sutherland, Asbill & Brennan law firm from 1983 until 1994. Prior
thereto, she was a Commissioner of the Federal Communications Commission,
General Counsel of the Federal Home Loan Bank Board, and was on the staff
of the Securities and Exchange Commission from 1968 to 1977. She was
Director of the Division of Investment Management of the Securities and
Exchange Commission in 1976 and 1977. Ms. Jones is a director of the IDS
Mutual Fund Group, Amnex, Inc., and C-COR Electronics, Inc. Her business
address is: 5716 Bent Branch Road, Bethesda, MD 20816.
Donald R. Jones....Age 68; Director since 1987. Mr. Jones joined Motorola
in 1951; became Director of Finance and Planning of the Communications
Division in 1968; Treasurer of Motorola in 1971; Vice President and
Assistant Chief Financial Officer in 1974; Senior Vice President and
Assistant Chief Financial Officer in 1984; and Executive Vice President and
Chief Financial Officer in 1985. He retired in 1991. He is a trustee of the
Kemper Mutual Funds, Chicago, Illinois. His business address is: 1776
Beaver Pond Road, Inverness, IL 60067.
Judy C. Lewent....Age 49; Director since 1995. Ms. Lewent has been Senior
Vice President and Chief Financial Officer, Merck & Co., Inc., a
pharmaceuticals company, since 1992 and was formerly its Vice President--
Finance and Chief Financial Officer (1990-1992) and Vice President and
Treasurer (1987-1990). She is also a director of Astra Merck, Inc.; the
DuPont Merck Pharmaceutical Company; Johnson & Johnson Merck Consumer
Pharmaceuticals Company; The Quaker Oats Company; Chugai MSD Co. Ltd; and
Merial Limited. Her business address is: Merck & Co., Inc., One Merck
Drive, Whitehouse Station, NJ 08889.
Dr. Walter E. Massey....Age 60; Director since 1993. Dr. Massey is
President of Morehouse College. After becoming staff physicist and post-
doctoral fellow at Argonne National Laboratory, assistant professor at the
University of Illinois, associate professor and professor of physics at
Brown University, Dr. Massey then joined Argonne National Laboratory as its
director and was named to the additional position of Vice President for
Research of the University of Chicago in 1982. In 1984, Dr. Massey became
Vice President for Research and for Argonne National Laboratory, the
University of Chicago. In 1991, he was appointed by President Bush as the
Director of the National Science Foundation. In April, 1993 he became
Provost and Senior Vice President, Academic Affairs, University of
California System, and since August, 1995 he has been President of
Morehouse College. He is a director of Amoco Corporation and BankAmerica
Corporation and its subsidiary, Bank of America, N.T.S.A. Dr. Massey
previously served as a director of Motorola from May 1984 until May 1991
when he accepted his appointment to the National Science Foundation. His
business address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA
30314.
Thomas J. Murrin....Age 69; Director since 1991. Mr. Murrin has been Dean
of Duquesne University's School of Business Administration since January
1991. He previously was Deputy Secretary of the U.S. Department of Commerce
and served as a U.S. delegate to the NATO Industrial Advisory Group and as
a member of the Defense Policy Advisory Committee on Trade from July 1989
to January 1991. From 1983 to 1987 he was President of the Energy and
Advanced Technology Group of Westinghouse Electric Corporation, which he
joined in 1951. He is a director of Duquesne Light Company and its holding
company, DQE, Inc. His business address is: Duquesne University School of
Business Administration, Room 405, Rockwell Hall, 600 Douglas Ave,
Pittsburgh, PA 15282.
Nicholas Negroponte....Age 54; Director since 1996. Mr. Negroponte is a
founder and director of the Massachusetts Institute of Technology's Media
Laboratory an interdisciplinary, multi-million dollar research center
focusing exclusively on the study and experimentation of future forms of
human and machine communication. In 1967 he founded MIT's pioneering
Architecture Machine Group, a combination lab and think tank responsible
for many radically new approaches to the human-computer interface. He
joined the MIT faculty in 1966 and became a full professor in 1990. In 1992
Mr. Negroponte co- founded Wired magazine of which he is the senior
columnist. His business address is: Massachusetts Institute of Technology
Media Lab, 20 Ames St. E15-210, Cambridge, MA 02139.
John E. Pepper, Jr....Age 60; Director since 1994. Mr. Pepper is Chairman
of the Board of Directors and Chief Executive of Procter & Gamble Co., a
consumer products company. Mr. Pepper joined Procter & Gamble in 1963,
became General Manager of Procter & Gamble Italia in 1974, and was named
Division Manager--International in 1977. In 1978 he returned to the U.S. as
Vice President--Packaged Soap and Detergent Division. He was elected
Executive Vice President of Procter & Gamble Co. and was named to its Board
of Directors in 1984, was named President in 1986 and was named Chairman of
the Board and Chief Executive in July, 1995. Mr. Pepper is also a director
of the Xerox Corporation. His business address is: Procter & Gamble Co.,
One Procter & Gamble Plaza, Cincinnati, OH 45202.
Samuel C. Scott III....Age 54; Director since 1993. Mr. Scott is currently
President of Corn Products International. Prior to this position, he was
Vice President of CPC International and President of CPC's worldwide corn
refining business. Mr. Scott joined CPC International in 1973 in the corn
refining business. He held a number of positions during his career with
CPC. He became a Vice President of CPC in 1991 and President of the Corn
Refining Division in 1995. On December 31, 1997, CPC spun off its corn
refining division as a separate corporation, Corn Products International.
Mr. Scott serves on the Board of Directors of Corn Products International,
Reynolds Metals Company, the Corn Refiners Association and Inroads Chicago.
His business address is: CPC International, Inc. 6500 Archer Road, Summit-
Argo, IL 60501.
B. Kenneth West....Age 65; Director since 1976. Mr. West is currently
serving as Senior Consultant for corporate governance to Teachers Insurance
and Annuity Association, College Retirement Equities Fund, a major pension
fund company. He retired as Chairman of the Board of Harris Trust and
Savings Bank and its holding company, Harris Bankcorp, Inc. in 1995 where
he had been employed since 1957. He is also a director of The Pepper
Companies, Inc. His business address is: Harris Bankcorp, Inc. P.O. Box
775, Chicago, IL 60609.
Dr. John A. White....Age 58; Director since 1995. Dr. White has served
since July 1997, as Chancellor of the University of Arkansas. Dr. White
served from July 1991 to July 1997, as Dean of Engineering at Georgia
Institute of Technology, having been a member of the faculty since 1975.
During the period from July 1988 to September 1991, he served as Assistant
Director of the National Science Foundation in Washington, D.C. He is a
director of Eastman Chemical Company, CAPS Logistics, Inc., Logility, Inc.,
and Russell Corporation. His business address is: University of Arkansas,
425 Administration Building, Fayetteville, AR 72701.
EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT, MATERIAL, OFFICES OR EMPLOYMENT
HELD DURING PAST FIVE YEARS, NAME, AND AGE -
Keith J. Bane....Age 59; Executive Vice President and President, Americas
Region since March 1997; Executive Vice President and Chief Corporate Staff
Officer from February 1995 to March 1997; Senior Vice President and Chief
Corporate Staff Officer from August 1994 to February 1995; Senior Vice
President and Director of Strategy, Technology and External Relations from
October 1993 to August 1994; and Senior Vice President and Director of
Strategy from November 1988 to October 1993.
Robert L. Barnett....Age 58; Executive Vice President and President,
Commercial Government and Industrial Solutions Sector since July 1998;
Executive Vice President and President Land Mobile Products Sector from
March 1997 to July 1998; Senior Vice President, President and General
Manager, Land Mobile Products Sector from March 1996 to March 1997;
Corporate Vice President and General Manager, iDEN Group, Land Mobile
Products Sector from May 1995 to March 1996. President, Nexteps, Inc. an
international communications consulting firm from 1992 to 1995. His
business address is 1301 E. Algonquin Road, Schaumburg, IL 60196.
Arnold S. Brenner.... Age 61; Executive Vice President and President,
Global Government Relations and Standards since 1997; interim President,
Europe Middle East and Africa Region since April 1998; Executive Vice
President and General Manager, Japan Group from November 1988 to 1997. His
business address is: 3102 N. 56th Street, Phoenix, AZ 85018.
Glenn A. Gienko....Age 46; Executive Vice President and Director of Human
Resources since May 1996; Senior Vice President and Director of Human
Resources from June 1995 to May 1996; Corporate Vice President--Human
Resources, General Systems Sector from February 1994 to June 1995; and Vice
President--Human Resources, General Systems Sector from June 1990 to
February 1994.
Merle L. Gilmore....Age 50; Executive Vice President and President,
Communications Enterprise, Acting President, Network Solutions Sector since
July 1998; Executive Vice President and Deputy to the Chief Executive
Office for the Enterprise-Wide Communications Business Plan from April 1998
to July 1998; Executive Vice President and President, Motorola Europe,
Middle East and Africa from March 1997 to April 1998; Executive Vice
President, President and General Manager, Land Mobile Products Sector
("LMPS"), from July 1994 to March 1997; Senior Vice President and President
and General Manager, LMPS, from June 1994 to July 1994; Senior Vice
President and Assistant General Manager, LMPS, from July 1992 to June 1994.
His business address is 425 N. Martingale Road, 19th Floor, Schaumburg, IL
60173.
Bo Hedfors....Age 54, Corporate Vice President and President, Network
Solutions Sector since September 1998. President and Chief Executive
Officer of Ericsson U.S. from 1994 to August 1998; Chief Technical Officer
of Ericsson U.S. from 1990 to 1994; Director of Technology of Ericsson U.S.
Computer Division from 1987 to 1990; and President, Honeywell-Ericsson from
1984 to 1987. His business address is: 1475 West Shure Drive, Arlington
Heights, IL 60004.
Carl F. Koenemann....Age 60; Executive Vice President and Chief Financial
Officer since December 1991.
Ferdinand C. Kuznik....Age 57; Executive Vice President and President,
Personal Communications Sector since July 1998; Executive Vice President
and President, Cellular Subscriber Sector from August 1997 to July 1998;
Senior Vice President and General Manager, Communications & Electronics
Group, Land Mobile Products Sector from 1993 to August 1997. His business
address is: 600 North U.S. Highway 45, Libertyville, Illinois 60048.
A. Peter Lawson....Age 52; Executive Vice President, General Counsel and
Secretary to the Board since May, 1998; Senior Vice President, General
Counsel and Secretary to the Board since November 1996; Senior Vice
President and General Counsel from March 1996 to November 1996; Senior Vice
President and Assistant General Counsel from November 1994 to March 1996;
Corporate Vice President and Assistant General Counsel from November 1987
to November 1994.
James A. Norling....Age 56; Executive Vice President and Deputy to the
Chief Executive Office, and Acting President of Global Telecom Solutions
Group since July 1998; Executive Vice President and President, Messaging,
Information and Media Sector from January 1997 to July 1998; Executive Vice
President and President, Motorola Europe, Middle East and Africa from April
1993 to December 1996; and Executive Vice President, and President and
General Manager, Semiconductor Products Sector from December 1989 to April
1993. His business address is: 1301 E. Algonquin Road, Schaumburg, IL
60196.
Hector Ruiz....Age 52; Executive Vice President and President,
Semiconductor Products Sector since May 1997; Executive Vice President,
Office of the President, SPS from February 1997 to May 1997; Executive Vice
President and General Manager, Messaging Systems Products Group, Messaging
Information and Media Sector from April 1996 to February 1997; Executive
Vice President and General Manager, Paging Products Group, Messaging
Information and Media Sector from 1994 to April 1996; and Senior Vice
President and General Manager, Paging Products Group, Paging and Telepoint
Systems Group from 1991 to 1994. His business address is: 6501 William
Cannon Drive, Austin, TX 78735.
Frederick T. Tucker....Age 58; Executive Vice President and President,
Automotive, Component, Computer and Energy Sector since September 1992.
His business address is: 4000 Commercial Drive, Northbrook, IL 60062.
Richard W. Younts....Age 59; Executive Vice President and President, Asia
Pacific Region since March 1997; Executive Vice President and Corporate
Executive Director International-Asia and Americas from December 1993 to
March 1997; and Senior Vice President and Corporate Executive Director,
International-Asia and Americas from July 1991 to December 1993.
Exhibit 1
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT (this "Agreement") is made as of
October 15, 1998 (the "Effective Date") by and between INTERPHASE
CORPORATION, a Texas corporation (the "Company"), and MOTOROLA, INC., a
Delaware corporation ("Motorola"). Except as otherwise indicated herein,
capitalized terms used herein are defined in Article VII hereof.
WHEREAS, Motorola owns 660,000 shares (the "Shares") of Common Stock,
no par value per share ("Common Stock") of the Company, which represents
approximately 12% of the total outstanding voting securities of the
Company; and
WHEREAS, the Company has agreed to redeem all of such Shares of Common
Stock owned by Motorola pursuant to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement, the parties hereto agree as follows:
ARTICLE I
PURCHASE OF SECURITIES
----------------------
1.1 Purchase. On the terms and subject to the conditions of this
Agreement, at each of the Closings (as hereinafter defined), the Company
agrees to purchase from Motorola, and Motorola agrees to sell to the
Company, that number of Shares of Common Stock set forth on Schedule A
hereto. The purchase price for the Shares shall be $6.25 per share (the
"Purchase Price"), for an aggregate purchase price of $4,125,000.
1.2 Closing.
(a) The closings of the transaction contemplated by this Agreement
(each a "Closing" and collectively the "Closings") will take place at the
offices of the Company in Dallas, Texas, on each of the dates set forth on
Schedule A hereto (each a "Closing Date" and collectively the "Closing
Dates") (so long as all conditions to the obligations of the parties to
consummate the transactions contemplated hereby have been satisfied or
waived), or at such other time and location as is mutually agreed upon by
the Company and Motorola; provided, however, that the Company shall have
the right to accelerate any or all of the Closings upon not less than
twenty (20) days prior notice to Motorola.
(b) At each Closing (i) Motorola will deliver to the Company the
stock certificates evidencing and representing that number of Shares being
redeemed on such Closing Date duly endorsed for transfer to the Company,
(ii) the Company shall deliver to Motorola certificates evidencing the
balance of such Shares, if any, then owned by Motorola and registered in
the name of Motorola, (iii) the Company will deliver in cash to Motorola in
the amount equal to the Purchase Price multiplied by that number of Shares
being redeemed on such Closing Date, and (iv) Motorola will execute and
deliver to the Company such other documents or instruments as may be
reasonably requested by the Company to confirm good title onto the Company
in that number of Shares being redeemed on such Closing Date.
ARTICLE II
CONDITIONS TO CLOSING
---------------------
2.1 Conditions to Motorola's Obligations. The obligation of
Motorola to consummate the transaction contemplated by this Agreement is
subject to the satisfaction of the following conditions precedent on or
before each Closing Date:
(a) the representations and warranties set forth in Article III
herein and made by or on behalf of the Company elsewhere in this Agreement
and all information delivered in any schedule, attachment or exhibit hereto
will be true and correct in all material respects at and as of such Closing
Date as though then made and as though references to such Closing Date were
substituted for references to the date of this Agreement;
(b) the Company will have performed and complied in all material
respects with each of the covenants and agreements required to be performed
by it under this Agreement prior to such Closing; and
(c) all proceedings to be taken by the Company in connection with
the consummation of the transaction contemplated hereby and all
certificates, instruments and other documents, required to be delivered by
the Company to effect the transaction contemplated hereby will be
reasonably satisfactory in form and substance to Motorola.
Any condition to the obligations of Motorola in this Section 2.1 may be
waived by Motorola in its sole discretion.
2.2 Conditions to the Company's Obligations. The obligation of
the Company to consummate the transaction contemplated by this Agreement is
subject to the satisfaction of the following conditions precedent on or
before each Closing Date:
(a) the representations and warranties set forth in Article IV
herein and made by or on behalf of Motorola elsewhere in this Agreement and
all information delivered in any schedule, attachment or exhibit hereto
will be true and correct in all material respects at and as of such Closing
Date as though then made and as though references to such Closing Date were
substituted for references to the date of this Agreement;
(b) Motorola will have performed and complied in all material
respects with each of the covenants and agreements required to be performed
by it under this Agreement prior to such Closing; and
(c) all governmental filings, authorizations and approvals that
are required for the consummation of the transaction contemplated hereby,
if any, will have been duly made and obtained and all waiting periods will
have expired on terms reasonably satisfactory to the Company other than
those filings, authorizations or approvals the absence of which would not,
individually or in the aggregate, have a Material Adverse Effect.
The conditions specified in this Section 2.2 may be waived by the
Company in its sole discretion.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
As a material inducement to Motorola to enter into this Agreement, the
Company hereby represents and warrants to Motorola that:
3.1 Authorization of the Transaction. The Company has full
corporate power and authority, and has obtained all approvals and consents
required to enter into, execute and deliver this Agreement, and to perform
fully its obligations under this Agreement. The Board of Directors of the
Company has duly approved this Agreement and has duly authorized the
execution, delivery and performance of this Agreement, and the consummation
of the transaction contemplated hereby. No other corporate proceedings on
the part of the Company are necessary to approve and authorize the
execution and delivery of this Agreement, and the consummation of the
transaction contemplated hereby.
3.2 Organization; Due Execution and Delivery. The Company is a
corporation duly organized, validly existing, authorized to exercise all
its corporate powers, rights and privileges, and in good standing in the
State of Texas, is qualified to do business in each jurisdiction where the
failure to be so qualified would have a Material Adverse Effect and has the
corporate power and the corporate authority to own and operate its
properties and to carry on its business as now conducted and as proposed to
be conducted. This Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.
3.3 Absence of Conflicts. The execution, delivery and performance
of this Agreement and the consummation of the transaction contemplated
hereby do not and will not (a) conflict with or result in a breach of any
of the provisions of, (b) constitute a default under, (c) result in a
violation of, (d) give any third party the right to terminate or to
accelerate any obligation under, (e) result in the creation of any lien,
security interest, charge or encumbrance under, or (f) require any
authorization, consent, approval, exemption or other action by or notice to
any court or other governmental body under, the provisions of the charter
or bylaws of the Company, as amended, or any indenture, mortgage, lease,
license, loan agreement or other agreement or instrument to which the
Company is bound or by which the Company is affected, or any law, statute,
rule or regulations or any judgment, order or decree to which the Company
is subject.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF MOTOROLA
------------------------------------------
As a material inducement to the Company to enter into this Agreement,
Motorola hereby represents and warrants to the Company that:
4.1 Authorization of the Transaction. Motorola has full corporate
power and authority, and has obtained all approvals and consents required
to enter into, execute and deliver this Agreement, and to perform fully its
obligations under this Agreement. No other corporate proceedings on the
part of Motorola are necessary to approve and authorize the execution and
delivery of this Agreement, and the consummation of the transaction
contemplated hereby.
4.2 Organization; Due Execution and Delivery. Motorola is a
corporation duly organized, validly existing, authorized to exercise all
its corporate powers, rights and privileges, and in good standing in the
State of Delaware, is qualified to do business in each jurisdiction where
the failure to be so qualified would have a Material Adverse Effect and has
the corporate power and the corporate authority to own and operate its
properties and to carry on its business as now conducted and as proposed to
be conducted. This Agreement has been duly executed and delivered by
Motorola and constitutes a valid and binding agreement of Motorola,
enforceable against Motorola in accordance with its terms.
4.3 Absence of Conflicts. The execution, delivery and performance
of this Agreement and the consummation of the transaction contemplated
hereby do not and will not (a) conflict with or result in a breach of any
of the provisions of, (b) constitute a default under, (c) result in a
violation of, or (d) require any authorization, consent, approval,
exemption or other action by or notice to any court or other governmental
body under, the provisions of the certificate of incorporation or bylaws of
Motorola or any agreement or instrument to which Motorola is bound or by
which it is affected, or any applicable law, statute, rule or regulation or
any judgment, order or decree to which Motorola is subject.
4.4 Title. Motorola is the owner of the Shares, free and clear of
all liens, claims and encumbrances of any nature whatsoever. At each
Closing, the Company will receive good title to that number of Shares being
redeemed on such Closing Date, free and clear of all liens, claims and
encumbrances of any nature whatsoever.
4.5 Receipt of Information. Motorola confirms that (a) it has
been given the opportunity to examine all relevant documents and to ask
questions of, and to receive answers from, the Company concerning the
Company, the Shares and the transactions described in this Agreement, and
(b) it has relied on publicly available information and its own knowledge
or the advice of its own counsel, accountants, or advisors with regard to
the legal, tax, and other considerations involved in the transactions
described in this Agreement; and no representations have been made to
Motorola concerning the Company or its business or prospects, or other
matters, except as set forth in this Agreement.
ARTICLE V
BREACH; TERMINATION
-------------------
5.1 Breach. In the event of a breach by the Company of the
obligations set forth in Article I, any amount then due to Motorola by the
Company shall bear interest at a rate per annum equal to twelve percent
(12%), commencing on the date which is ten (10) days after such amount was
due until such unpaid amount has been paid in full.
5.2 Termination. This Agreement may be terminated at any time
prior to each Closing:
(a) by mutual written consent of Motorola and the Company; or
(b) by either of Motorola or by the Company if there has been a
material misrepresentation or breach on the part of the other party to this
Agreement if such breach is not cured within ten (10) days after receipt of
notice of such breach from the non-breaching party.
5.3 Effect of Termination. In the event of termination of this
Agreement by either Motorola or the Company as provided above, this
Agreement will forthwith become void as to future Closings and there will
be no liability on the part of any party hereto to any other party hereto
or its shareholders or directors or officers in respect hereof, except that
nothing herein will relieve any party from liability resulting from any
breach of this Agreement prior to such termination, including, without
limitation, such amounts due pursuant to Section 5.1.
ARTICLE VI
ADDITIONAL AGREEMENTS
---------------------
6.1 Ownership of Shares. The Company acknowledges that prior to
the redemption of any of the Shares as contemplated by this Agreement,
Motorola shall retain title to such Shares and shall be entitled to receive
and retain dividends and other distributions with respect to such Shares.
In connection herewith, Motorola shall grant to the Company a proxy to vote
the Shares in all matters for which shareholders of the Company shall be
entitled to vote; provided, however, that such proxy shall terminate in the
event of a default by the Company of any of its obligations under this
Agreement if such breach is not cured within ten (10) days after receipt of
notice of such breach from Motorola.
6.2 Transfer of Shares. During the term of this Agreement,
Motorola shall not sell, convey, assign, pledge or otherwise transfer the
Shares except as contemplated herein.
6.3 Termination of Existing Agreements. By execution hereof the
Company and Motorola agree that the Common Stock Purchase Agreement dated
March 14, 1989 is hereby terminated and shall be of no further force and
effect.
6.4 Adjustments.
(a) Changes in Stock. If the outstanding shares of Common Stock
of the Company are increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock or there are other increases or
decreases in such shares effected without receipt of consideration by the
Company occurring after the date of this Agreement, a proportionate and
appropriate adjustment shall be made in the number and kind of Shares
subject to this Agreement, so that the proceeds to Motorola immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event.
(b) Reorganization. If the Company shall engage in any
reorganization, merger or consolidation with one or more other
corporations, this Agreement shall pertain to and apply to the securities
to which Motorola would have been or is entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Purchase Price per share so that the aggregate Purchase
Price thereafter shall be the same as the aggregate Purchase Price of the
Shares immediately prior to such reorganization, merger or consolidation.
(c) Adjustments. Adjustments specified in this Section relating
to stock or securities of the Company shall be made by the Company and
Motorola, whose determination in that respect shall be final, binding and
conclusive.
ARTICLE VII
DEFINITIONS
-----------
"Material Adverse Effect" shall mean (i) a material adverse change in
(A) the business, assets, earnings, operations, prospects, or customer,
supplier, employee or sales representative relations, or financial or other
condition of the Company, taken as a whole, or (B) the Company's ability to
pay or perform its obligations in accordance with the terms thereof, or
(ii) the existence of any action or proceeding by or before any court or
government body wherein an unfavorable judgment, decree, injunction or
order would prevent the carrying out of this Agreement or the transaction
contemplated by this Agreement or cause such transaction to be rescinded.
"Person" means any individual, sole proprietorship, partnership
(including a limited partnership), joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit
corporation, limited liability company, joint stock company, entity or
government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body
or department thereof) or other business entity.
ARTICLE VIII
MISCELLANEOUS
-------------
8.1 Amendment and Waiver. This Agreement may be amended and any
provision of this Agreement may be waived, provided that, any such
amendment or waiver will be binding upon a party only if such amendment or
waiver is set forth in a writing executed by each of the Company and
Motorola. No course of dealing between or among any persons having any
interest in this Agreement will be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any
party under or by reason of this Agreement.
8.2 Binding Agreement; Assignment. This Agreement and all of the
provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests or obligations
hereunder may be assigned by a party without the prior written consent of
the other party, except in accordance with operation of law.
8.3 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions
of this Agreement.
8.4 No Strict Construction. The language used in this Agreement
will be deemed to be the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction will be applied
against any person.
8.5 Headings; Interpretation. The headings used in this Agreement
are for convenience of reference only and do not constitute a part of this
Agreement and will not be deemed to limit, characterize or in any way
affect any provision of this Agreement, and all provisions of this
Agreement will be enforced and construed as if no caption had been used in
this Agreement. Whenever the term "including" is used in this Agreement
(whether or not the term is followed by the phrase "but not limited to" or
"without limitation" or words of similar effect) in connection with a
listing of one or more items or matters, that listing will be interpreted
to be illustrative only and will not be interpreted as a limitation on, or
an exclusive listing of, such items or matters.
8.6 Entire Agreement. This Agreement and the documents referred
to herein contain the entire agreement between the parties and supersede
any prior understandings, agreements or representations by or between the
parties, written or oral, which may have related to the subject matter
hereof in any way.
8.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
taken together will constitute one and the same instrument.
8.8 Governing Law. THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES
HERETO SHALL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR
RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF NEW YORK.
8.9 Parties in Interest. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties and
their respective successors and assign any rights or remedies under or by
virtue of this Agreement.
8.10 Costs and Expenses. Each of Motorola and the Company agree
to pay on demand all reasonable costs and expenses of the other party
(whether plaintiff or defendant), including the reasonable fees and out-of-
pocket expenses of counsel for such other party in connection with the
enforcement of any breach of this Agreement, if such other party is the
prevailing party in such enforcement action.
8.11 Nondisclosure. Neither the Company nor Motorola shall issue
any press release or make any other public disclosure (including disclosure
to public officials) with respect to this Agreement or the transactions
contemplated by this Agreement, except as required by law, without the
prior approval of the other party, which approval shall not be unreasonably
withheld; provided, that either party may, if considered necessary by its
counsel to fulfill its obligations as a publicly traded corporation,
respond to inquiries and issue such releases as it considers necessary and
appropriate, if it notifies the other party in advance of the substance of
such proposed response or proposed release and gives such party reasonable
opportunity for comment prior to such response or release.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
INTERPHASE CORPORATION
By:/s/ Gregory B. Kalush
------------------------------
Title: Vice President of Finance Chief
Financial Officer/Treasurer
MOTOROLA, INC.
By: /s/ Carl F. Koenemann
------------------------------
Title: Executive Vice President and
Chief Financial Officer
SCHEDULE A
----------
Closing Date Shares to be Redeemed Purchase Price
- ------------ --------------------- --------------
Effective Date 50,000 $312,500.00
January 15, 1999 40,667 $254,168.75
April 15, 1999 40,667 $254,168.75
July 15, 1999 40,667 $254,168.75
October 15, 1999 40,667 $254,168.75
January 15, 2000 40,667 $254,168.75
April 15, 2000 40,667 $254,168.75
July 15, 2000 40,667 $254,168.75
October 15, 2000 40,667 $254,168.75
January 15, 2001 40,667 $254,168.75
April 15, 2001 40,667 $254,168.75
July 15, 2001 40,667 $254,168.75
October 15, 2001 40,667 $254,168.75
January 15, 2002 40,667 $254,168.75
April 15, 2002 40,667 $254,168.75
July 15, 2002 40,662 $254,137.50
Exhibit 2
PROXY
Know all men by these presents that the undersigned, Motorola Inc.,
organized under the laws of the State of Delaware, U.S.A. (hereinafter
"Motorola") and the holder of shares of stock in Interphase Corporation,
a Texas corporation (hereinafter "Interphase"), hereby constitutes and
appoints the then current and acting Chief Executive Officer of
Interphase, proxy of the undersigned, with full power of substitution
and revocation, for and in the name, place and stead of the undersigned,
to vote, or consent to shareholder action with respect to, the shares of
stock of Interphase standing in the name of Motorola, in all matters for
which shareholders of Interphase shall be entitled to vote or execute
consents in lieu thereof; provided, this proxy shall terminate in the
event of an uncured default by Interphase of any of its obligations
under, and as provided in, the Stock Redemption Agreement (hereinso-
called) dated October 15, 1998, between Interphase and Motorola.
THE PROXY GRANTED HEREBY IS IRREVOCABLE AND SHALL BE DEEMED COUPLED
WITH AN INTEREST PURSUANT TO ARTICLE 2.29(C)(2) OF THE TEXAS BUSINESS
CORPORATION ACT, AND SHALL BE VALID THROUGHOUT THE ENTIRE TERM OF THE
STOCK REDEMPTION AGREEMENT (I.E. THROUGH JULY 15, 2002), SUBJECT TO
EARLIER TERMINATION OF THIS PROXY IN THE EVENT OF AN UNCURED DEFAULT BY
INTERPHASE UNDER THE STOCK REDEMPTION AGREEMENT AS PROVIDED THEREIN.
UNLESS EARLIER TERMINATED AS DESCRIBED ABOVE, THIS PROXY SHALL REMAIN IN
EFFECT FOR MORE THAN 11 MONTHS FROM THE DATE OF EXECUTION.
MOTOROLA INC.
/s/ Carl F. Koenemann
---------------------
Carl F. Koenemann
Executive Vice President and Chief
Financial Officer
Date: October 15, 1998
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
Subscribed and sworn to before me this 15th day of October, 1998.
/s/ Laura C. Rasmussen
- ----------------------
Notary Public
