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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Interphase Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
909149106
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(CUSIP Number)
David G. McLane
Gardere & Wynne, L.L.P.
1601 Elm Street, State 3000, Dallas, Texas 75201 (214) 999-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 19, 1996
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
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CUSIP No. 909149106 13D Page of Pages
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R. Stephen Polley, SS# ###-##-####
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 534,317
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 101,112
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
551,317
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
9.6
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Statement") relates to the shares
of Common Stock, no par value (the "Interphase Common Stock"), of Interphase
Corporation, a Texas corporation (the "Issuer"), which has its principal
executive offices at 13800 Senlac, Dallas, Texas 75234.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Statement is R. Stephen Polley
("Polley").
(b) Polley's business address is Interphase Corporation, 13800 Senlac,
Dallas, Texas 75234.
(c) Polley is the Chief Executive Officer and President of the Issuer, a
company principally engaged in the design, manufacture and sale of high
performance networking equipment for computers. The address of the Issuer
is 13800 Senlac, Dallas, Texas 75234.
(d) Polley has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Polley has not, during the last five years, been 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.
(f) Polley is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Polley, in his capacity as Chief Executive Officer of the Issuer, acquired
beneficial ownership of 433,205 shares of the Interphase Common Stock
pursuant to a Voting Agreement, dated July 15, 1996 and effective as of July 19,
1996 (the "Voting Agreement"), by and among the Issuer, Philippe Oros,
Xavier Sutter and Francois Lecerf (the "Shareholders"), which was negotiated
by the Issuer in connection with the Issuer's July 19, 1996 acquisition of all
the issued and outstanding shares of capital stock of Synaptel, a French
societe anonyme (the "Synaptel Acquisition"). The Voting Agreement provides
that the acting Chief Executive Officer of the Issuer (the "Voting Person")
shall have the right and power to vote the shares of Interphase Common Stock
owned by the Shareholders and that the Voting Person shall vote the shares
as he, in his sole discretion, may deem in the best interests of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
Polley has acquired the beneficial ownership of 433,205 shares of the
Interphase Common Stock in his capacity as CEO of the Issuer pursuant to the
terms of the Voting Agreement, which was negotiated by the Issuer in
connection with the Synaptel Acquisition.
Polley has no specific plans or proposals which relate to or would result
in the acquisition by him of additional securities of the Issuer, or the
disposition of securities of the Issuer; any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; any change in the present
board of directors or management of the Issuer; any material change in the
present capitalization or dividend policy of the Issuer; any other material
change in the Issuer's business or corporate structure; changes in the
Issuer's business or corporate structure; changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system
of a registered national securities association; a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act; or any action similar to any
of those enumerated above; but he reserves the right to propose or undertake
or participate in any of the foregoing actions in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number and percentage of the class of securities
identified pursuant to Item 1 (which is based on the number of securities
outstanding as contained in the most recently available filing with the
Commission by the Issuer plus an additional 594,595 shares issued in
connection with the Synaptel Acquisition) beneficially owned by Polley
is 551,317(1) and 9.6%. 101,112 of the 551,317 shares beneficially owned
by Polley represent shares which Polley has a right to acquire through the
exercise of options.
(b) Polley has the sole power to vote or to direct the vote of 534,317
shares of the Interphase Common stock. Poley does not posses the shared
power to vote or direct the vote of any shares of the Interphase Common
Stock. Polley has the sole power to dispose or to direct the disposition
of 101,112 shares of the Interphase Common Stock (through his beneficial
ownership of 101,112 shares underlying exerciseable stock options). Polley
does not possess the shared power to dispose or to direct the disposition
of any shares of the Interphase Common Stock.
(c) There have been no transactions in the Interphase Common Stock effected
during the past sixty days by Polley.
(d) Not applicable.
(e) Not applicable.
_______________________
(1) Includes 17,000 shares held by Ms. Tomima Polley, Polley's spouse, which
may be deemed to be beneficially owned by Polley.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*Exhibit 10.1 -- Form of Voting Agreement
_______________
*Filed herewith
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.
July 29, 1996
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(Date
/s/ R. Stephen Polley
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(Signature)
R. Stephen Polley
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(Name)
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EXHIBIT A
VOTING AGREEMENT
THIS AGREEMENT (the "Agreement"), dated as of July 15, 1996, is
by and among Interphase Corporation, a Texas corporation (the
"Company"), Philippe Oros, Xavier Sutter and Francois Lecerf. This
Agreement relates to the issued and outstanding Common Stock, no
par value (the "Common Stock"), of the Company currently owned and
listed on Schedule A attached to this Agreement or which may be
acquired by the Shareholders (the "Shares") (the parties hereto and
any subsequent holders of any of the Shares are collectively
referred to as the "Shareholders" and a "Shareholder" means any of
the Shareholders).
WITNESSETH:
WHEREAS, the Shareholders believe it is in their best interest
to provide for the future voting of the Common Stock and desire to
set forth their agreement with respect to voting the Common Stock;
NOW, THEREFORE, in consideration of the mutual promises,
conditions and covenants contained herein, the sufficiency of which
is hereby acknowledged, the parties hereto agree and covenant as
follows:
ARTICLE I
VOTING
1.01. GENERAL AGREEMENT. The Shareholders hereby agree to
take all action that may be necessary, and to cause their
respective Shares to be voted in such a manner as, to carry out and
enforce the terms and intent of this Agreement.
1.02. VOTING. During the term of this Agreement, each
Shareholder agrees that all his rights to vote the Shares shall be
exercised by the then acting Chief Executive Officer of the Company
or the person or persons the Chief Executive Officer of the Company
may designate (the "Voting Person"), subject to the terms of this
Agreement. In that regard, each Shareholder acknowledges and
agrees that his Shares will be voted in accordance with the terms
and conditions of this Agreement (including, but not limited to,
Sections 1.03 and 1.07 of this Agreement) at all meetings of
shareholders of the Company, annual and special, and whenever
action is to be taken by the shareholders of the Company by written
consent or otherwise, at all times during the term of this
Agreement.
1.03. MANNER OF VOTING. The Voting Person shall vote the
Shares at all meetings and on all matters (including but not
limited to the election of directors) upon which the holders of
Common Stock of the Company are entitled to vote. The Voting
Person shall vote the shares of Common Stock as the Voting Person,
in his sole discretion, may deem in the best interests of the
Company. Without limiting the generality of the foregoing, the
Shareholders specifically agree that the Voting Person shall have
the right to vote the Shares by written consent.
1.04. LIABILITY OF VOTING PERSON. The Voting Person assumes
no responsibility for any action taken by him or by any agent
appointed by him as herein provided, and the Voting Person, whether
or not acting under the advice of counsel, shall not incur or be
under any responsibility or liability as shareholder, trustee,
fiduciary or otherwise, by reason of any error or law, or of any
matter or thing done or suffered or omitted to be done by the
Voting Person under this Agreement, except for his own gross
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negligence or willful malfeasance.
1.05. COMPENSATION AND EXPENSES. The Voting Person shall not
be compensated for serving as such, but shall be reimbursed by the
Company for reasonable expenses incurred by him in, or reasonably
related to, the performance by him of his duties hereunder,
including, without limitation, the fees, other expenses and
disbursements of such attorneys, agents, and other persons as he
may deem necessary or proper to retain or engage with respect to
this agreement or as acting as Voting Person hereunder.
1.06. OTHER RIGHTS OF SHAREHOLDERS. Except as contemplated by
this Agreement, each Shareholder shall exercise the full rights of
a Shareholder with respect to the Shares registered in his name,
subject to any applicable laws or any other written agreements
entered into by such Shareholder.
1.07. IRREVOCABLE PROXY. To enable the Voting Person to
exercise the power to vote the Shares as provided herein, each
Shareholder agrees to execute and deliver to the Voting Person
simultaneously with the execution of this Agreement an irrevocable
proxy in the form attached hereto as Schedule 1.07. THE PROXY
GRANTED PURSUANT TO THIS AGREEMENT BY EACH OF THE SHAREHOLDERS TO
THE VOTING PERSON IS IRREVOCABLE AND SHALL BE DEEMED COUPLED WITH
AN INTEREST PURSUANT TO ARTICLE 2.29(C)(5) OF THE TEXAS BUSINESS
CORPORATION ACT AND SHALL BE VALID DURING THE ENTIRE TERM OF THIS
AGREEMENT, WHICH SHALL BE MORE THAN ELEVEN (11) MONTHS FROM THE
DATE OF THIS AGREEMENT.
ARTICLE II
LEGEND ON CERTIFICATES
The parties hereto agree that all certificates representing all
Shares which at any time are subject to the provisions of this
Agreement shall have conspicuously endorsed upon them a legend
substantially to the following effect:
The shares of stock represented by this certificate are subject
to a Voting Agreement dated as of July 15, 1996, a copy of
which is on file at the principal office of the Company.
ARTICLE III
REMEDIES
3.01. DEFENSES. Each Shareholder agrees and acknowledges that
each restriction, covenant and agreement set forth herein
constitutes a separate agreement independently supported by good
and adequate consideration. The existence of any claim or cause of
action of any Shareholder against the Company or any other
Shareholder, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company or
the other Shareholders of the restrictions, covenants and
agreements contained in this Agreement.
3.02. SPECIFIC ENFORCEMENT. Each Shareholder acknowledges and
recognizes that a violation or threatened violation by him of the
restrictions, agreements or covenants contained in this Agreement
will cause such damage to the Company and the other Shareholders as
will be irreparable and that the Company and the other Shareholders
will have no adequate remedy at law for such violation or
threatened violation. Accordingly, each party hereto agrees that
the Company and the other Shareholders jointly and
Voting Agreement Page 2
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severally shall be entitled as a matter of right to seek and obtain
an injunction from any court of competent jurisdiction, restraining
any further violation or threatened violation of such restrictions,
agreements or covenants and granting mandatory relief compelling
such offender to carry out his obligations hereunder. Such right
to injunctive and mandatory relief shall be cumulative and in
addition to whatever other remedies the Company or the other
Shareholders may have at law or in equity.
3.03. SEVERABILITY AND REFORMATION. The parties hereto intend
all provisions of this Agreement to be enforced to the fullest
extent permitted by law. Accordingly, should a court of competent
jurisdiction determine that the scope of any provision is too broad
to be enforced as written, the parties intend that the court should
reform the provision to such narrower scope as it determines to be
enforceable. If, however, any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future
law, such provision shall be fully severable, and this Agreement
shall be construed and enforced as if such illegal, invalid or
unenforceable provision were never a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision
or by its severance.
3.04. ATTORNEYS' FEES. If any legal action is brought by any
party hereto to enforce the terms and conditions of this Agreement,
it is expressly agreed that the party in whose favor a final
judgment is entered shall be entitled, in addition to any other
relief which may be awarded, to recover from the other party or
parties its reasonable attorneys' fees, together with such
prevailing party's other costs and reasonable and necessary
expenses incurred in connection with such litigation.
ARTICLE IV
TERM
Unless sooner terminated by written agreement of the parties
hereto, this Agreement shall terminate on December 31, 1998.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01. NOTICES. All notices, consents, demands, requests,
approvals or other communications which are required or permitted
to be given to the parties hereto shall be in writing and shall be
deemed to have been duly given when actually delivered, return
receipt requested, first class, postage prepaid, to the parties at
the following addresses:
If to the Company: Interphase Corporation
13800 Senlac
Dallas, Texas 75234
Attention: R. Stephen Polley
If to a Shareholder: At the address listed beneath the Shareholder's
name on Schedule A.
The above addresses may be changed only by giving written
notice of such change of address to the Company.
Voting Agreement Page 3
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5.02. CONSTRUCTION. The use of the singular number shall
include the plural, and the plural number shall include the
singular wherever appropriate.
5.03. GENDER. The use of any gender in this Agreement shall
be deemed to be or include the other gender wherever appropriate.
5.04. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS. THIS AGREEMENT IS PERFORMABLE IN, AND VENUE OF ANY ACTION
RELATING TO OR PERTAINING TO THIS AGREEMENT SHALL LIE IN, DALLAS
COUNTY, TEXAS.
5.05. INUREMENT; TRANSFERS. The provisions of this Agreement
shall inure to the benefit of, and shall be binding upon, the
assigns, successors in interest, personal representatives, estates,
heirs and legatees of each of the parties hereto. To the extent
applicable, each Shareholder agrees to insert in his will a
direction and an authorization to his executor to fulfill and
comply with the provisions hereof. The Company and any
transferring Shareholder shall cause any transferee of any Shares
to execute a consent, in the form attached hereto as Schedule 5.05,
agreeing to be bound by the provisions of this Agreement.
5.06. AMENDMENT. This Agreement may only be amended by
written consent of all the parties to this Agreement at the time of
such amendment.
5.07. HEADINGS. The headings used in this Agreement are used
for administrative purposes only and do not constitute substantive
matters to be considered in construing the terms of this Agreement.
5.08. SPOUSES AS PARTIES. The parties hereto agree that, if
applicable, the spouse of each Shareholder shall be deemed to be a
party to this Agreement, shall be bound by all of terms and
conditions hereof and shall so signify by executing this Agreement.
5.09. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements
and understandings relating to the subject matter hereof.
5.10. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original
hereof, but all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
INTERPHASE CORPORATION
By:
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Robert L. Drury, Chief
Financial Officer and
Vice President Finance
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Philippe Oros
Voting Agreement Page 4
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Xavier Sutter
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Francois Lecerf
GW03\258046
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SCHEDULE A
Name and Address of Shareholder Number of Shares
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Philippe Oros 253,411
41 Rue de Marnes
92410 Ville Davrau, France
Xavier Sutter 126,960
163 Rue Armand Silvestre
92400 Courdevoie, France
Francois Lecerf 52,834
10 Square Bort Roual
75013 Paris, France
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SCHEDULE 1.07
PROXY
BY EXECUTION HEREOF, and in accordance with the terms of that
certain Voting Agreement dated July 15, 1996, by and among
Interphase Corporation, a Texas corporation (the "Company"), and
Philippe Oros, Xavier Sutter, Francois Lecerf, Schroder Ventures
French Enterprise Fund LPI (USA), Schroder Ventures French
Enterprise UKLP (UK) and Schroder Ventures Holding Limited (UK),
the undersigned shareholder of the Company hereby constitutes and
appoints R. Stephen Polley, Chief Executive Officer of the Company,
as Attorney and Proxy of such shareholder, to exercise the right to
vote or consent to shareholder action with respect to all stock
owned by such shareholder, at any and all meetings of the
shareholders, of the Company or whenever action needs to be taken
by the shareholders of the Company, by written consent or
otherwise, upon any business or matter that may properly come
before any such meeting or may properly be determined by a written
consent of or otherwise by the shareholders of the Company. THE
PROXY GRANTED HEREBY TO R. STEPHEN POLLEY IS IRREVOCABLE AND SHALL
BE DEEMED COUPLED WITH AN INTEREST PURSUANT TO ARTICLE 2.29(C)(5)
OF THE TEXAS BUSINESS CORPORATION ACT, AND SHALL BE VALID DURING
THE ENTIRE TERM OF THE VOTING AGREEMENT, WHICH SHALL IN ANY EVENT
BE MORE THAN ELEVEN MONTHS FROM THE DATE OF EXECUTION OF SUCH
VOTING AGREEMENT. The proxy granted herein may not be revoked by
any shareholder except upon termination of the Voting Agreement as
provided in Article IV thereof.
Dated as of July 15, 1996.
______________________________________________
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SCHEDULE 5.05
CONSENT
The undersigned, having acquired shares of Common Stock, no par
value, of Interphase Corporation, a Texas corporation (the
"Company"), hereby agrees to be bound by the terms and conditions
of the Voting Agreement, dated as of July 15, 1996, among the
Company and the Shareholders therein named, the form of which is
attached hereto, as if the undersigned had been a party to, and a
"Shareholder" as defined in, such Voting Agreement as of the date
thereof.
Name:
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Signature:
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Address:
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No. of Shares:
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Spouse's Name:
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Spouse's Signature:
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