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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
______________________
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
INTERPHASE CORPORATION
(Exact name of Registrant as specified in its charter)
TEXAS 75-1549797
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13800 SENLAC DRIVE, DALLAS, TEXAS 75234, (214) 654-5000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
ROBERT L. DRURY, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OF FINANCE
13800 Senlac Drive, Dallas, Texas 75234, (214) 654-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
COPIES TO:
DAVID G. MCLANE
GARDERE & WYNNE, L.L.P.
3000 THANKSGIVING TOWER
DALLAS, TEXAS 75201
(214) 999-4607
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
______________________
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE(1)
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Common Stock,
no par value 856,400 shares $12.125 $10,383,850 $3,581
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(1) Pursuant to Rule 457(c), the registration fee was calculated on the basis
of the average of the high and low sales prices ($12.125) for the Common
Stock on March 27, 1996, as reported by The Nasdaq Stock Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 2, 1996
856,400 SHARES
INTERPHASE CORPORATION
COMMON STOCK
The 856,400 shares of Common Stock, no par value (the "Shares"), of
Interphase Corporation (the "Company") covered by this Prospectus, are being
registered for the account of Michael E. Cope (the "Selling Shareholder"). Of
the Shares offered hereby, 751,400 shares are currently held by the Selling
Shareholder and 105,000 shares are issuable upon exercise of certain
non-qualified stock options (the "Options") issued by the Company. See
"Selling Shareholder" and "Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 5 HEREOF FOR A DISCUSSION OF
CERTAIN FACTORS WHICH SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
The Company will not receive any of the proceeds from the sale by the
Selling Shareholder of the Shares being registered hereunder.
The total costs, fees and expenses incurred in connection with the
registration of the Shares hereunder are estimated to be approximately
$32,000. The Selling Shareholder has agreed to pay all costs, fees and
expenses incurred in connection with this offering.
On March , 1996, the last reported sales price of the Company's Common
Stock on The Nasdaq Stock Market was $ per share.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at its offices at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, New York, New York
10048. Copies of such materials can be obtained by mail from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock described in this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement and exhibits and schedules thereto. For further information with
respect to the Company and such Common Stock, reference is made to the
Registration Statement and the exhibits and schedules filed as part thereof.
Statements contained in this Prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such contract or document filed as
an exhibit to the Registration Statement, each such statement being qualified
in all respects by reference to such exhibit. The Registration Statement,
including exhibits and schedules thereto, may be inspected without charge at
the Commission's principal offices, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from such office upon payment of prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus:
1. Annual Report on Form 10-K for the fiscal year ended October 31, 1995;
2. Quarterly Report on Form 10-Q for the two-month transition period ended
December 31, 1995;
3. Proxy statement for the annual meeting of shareholders of the Company
to be held April 11, 1996; and
4. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-2 No. 33-40029.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, before the termination of the
offering of the shares of Common Stock pursuant to this Prospectus shall be
deemed to be incorporated herein by reference and shall be a part hereof from
the date of filing of such documents. Any statements contained herein or in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or replaced for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or replaces such statement. Any such statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus.
The Company will provide a copy of the documents incorporated herein
(other than exhibits to such documents) without charge to each person to whom
this Prospectus is delivered, upon written or oral request to Interphase
Corporation at its principal offices, which are located at 13800 Senlac
Drive, Dallas, Texas 75234, Attention: Robert L. Drury, Chief Financial
Officer and Vice President of Finance (telephone number (214) 654-5000).
2
<PAGE>
THE COMPANY
GENERAL
Interphase Corporation ("Interphase" or the "Company") designs, develops,
manufactures, markets and supports high performance networking and mass
storage products based on advanced technologies for some of today's most
powerful computer systems. Interphase's networking and mass storage products
include high performance network adapters, network operating system software
drivers, Fiber Distributed Data Interface ("FDDI") concentrators, and mass
storage controllers. The Company's networking products implement high speed
networking technologies such as FDDI, Asynchronous Transfer Mode ("ATM") and
fast ethernet (both 100VG-AnyLAN and 100 Base T), as well as the older, more
established ethernet (10 Base T) and Token Ring technologies, that facilitate
the high speed movement of information across computer networks. The
Company's mass storage controllers are currently based on Small Computer
Systems Interface ("SCSI") technology and in early 1996 will include products
based upon the emerging high speed Fibre Channel technology to facilitate the
movement of data to and from mass storage devices. Fibre Channel can also
be used for a high speed interconnect in clustered applications. The
Company's products are designed to not only comply with the appropriate open
system technical standards but also optimize the performance of the
customers networking and mass storage environments.
The Company's networking adapters and mass storage controllers consist
of both hardware and software. The hardware is essentially printed circuit
boards which plug into the backplane of a computer and incorporate industry
standard bus architectures of the most popular client/server platforms such
as VMEbus, Sbus, EISA, NIO, GIO, Micro Channel Architecture and the emerging
industry standard PCI bus, as well as input-output front-ends for many
performance oriented computer systems. The Company's networking adapters
support a variety of media including fiber optic cabling and unshielded
twisted pair ("UTP") and shielded twisted pair ("STP") copper wiring. The
Company's software consists of drivers for the most popular client/server
operating systems such as Windows NT, Netware, HP-UX, IRIX, O/S2, Solaris,
SunO/S, AIX and certain real-time operating systems. In addition, the
software may include diagnostics, station management ("SMT") and in certain
cases may off-load the processing of the protocol stack from the server to
the adapter card. The Company's FDDI concentrator products are stand-alone
networking devices which serve as a single point of connection for multiport
local area networks as well as perform certain network traffic management
tasks. The mass storage controllers provide a high-speed connection to
computer peripheral devices, such as disk drives, tape drives and printers.
The Company's products are used in a wide range of computer applications
including graphics workstations, high performance work groups, CPU clusters,
medical imaging, telephone switching, on-line transaction processing and
financial services networks.
With respect to the client/server computer market, the majority of the
Company's products have been installed in the server (or "Host") as opposed
to the client (or "desktop"). This reflects the Company's historical focus
on the development of high-performance, fully featured products that are
targeted for the most demanding computer networks. Given the recent
emergence of more powerful desktop computing environments and a growth in
demand for data intensive applications, the Company believes that its
strengths in certain networking and mass storage technologies will create
significantly more opportunities for desktop installations of its products
in future years.
The Company believes that its success in gaining significant market
share in its selected markets is dependent upon not only the development and
manufacture of high performance, high quality products but also in
establishing and maintaining the appropriate distribution channels. The
Company has original equipment manufacturer ("OEM") agreements with some of
the best known companies in the computer business for its networking
products and mass storage controllers. The Company's customers include OEM's
of computer systems and networking switches, systems integrators, value added
resellers ("VAR"), distributors and end-users. The Company believes that it
must maintain an ongoing synergistic relationship with its customers and
demonstrate technology leadership coupled with sophisticated manufacturing
and customer support capabilities. The Company's manufacturing and
development activities are certified under the ISO 9001 international quality
standard. The Company's headquarters and manufacturing facilities are
located at its Dallas, Texas location.
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The Company, a Texas corporation, was founded in 1977, completed its
initial public offering in 1984 and a secondary public offering in 1991.
RECENT DEVELOPMENTS
DEVELOPMENT FOCUS ON ATM PRODUCTS. During fiscal 1995 and to date,
Interphase has applied the majority of its engineering development resources
to products for the emerging ATM market. This networking technology provides
for enhanced quality of service in the integration of voice, video and data
transmission in local area networks and wide area networks, significant
improvements in network manageability, and scalability of speed from 25 mega
bits per second ("Mbps") to 51, 100, 155 and 622 Mbps. This focus has
resulted in a number of accomplishments by the Company including: the
introduction of over 25 ATM network interface cards during 1995, its PCI ATM
adapter card being selected as one of three finalists for Best of Show at the
Spring 1995 Networld/Interop show, the announcement of the industry's lowest
priced ATM card in February 1995, and the joint announcement with Bay
Networks of the first complete, standards based, open ATM solution in
December 1994. In addition, during fiscal 1995, the Company has continued to
introduce new FDDI products, including PCI, GIO and Sbus FDDI adapters and
the M400 low cost four or eight port FDDI concentrator with copper or fiber
connectivity and optional SNMP management. The Company also introduced the
industry's first Sbus 100VG-AnyLAN adapter and is developing the Company's
first Fibre Channel mass storage controller for introduction in 1996.
DISTRIBUTION CHANNELS. During 1995, the Company has been successful in
establishing new alliances with key computer and networking switch OEM's for
its ATM products, including Bay Networks, UB Networks, NEC, Agile Networks,
and Hewlett Packard. In addition, the Company has entered into distribution
agreements with key national and international distribution partners,
including Anixter, Fuji-Xerox, Gates/Arrow and Westcon.
BOARD OF DIRECTORS. On September 20, 1995, James F. Halpin, president and
chief executive officer of CompUSA Inc., was elected to the Company's Board
of Directors. Mr. Halpin's election represents an addition to the Board of
Directors, bringing the total number of Board members to eight.
4
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RISK FACTORS
Prospective purchasers of the shares of Common Stock offered hereby
should consider the following factors:
QUARTERLY FLUCTUATIONS
The Company's quarterly financial results may vary significantly
depending upon factors such as capital spending levels of customers, general
economic conditions, the timing of significant orders and the timing and
success of new product introductions by the Company and its competitors.
Factors such as quarterly variations in financial results could cause the
market price of the Common Stock to fluctuate substantially.
The majority of the Company's revenues currently consist of sales of FDDI
network interface and SCSI controller cards to computer OEM customers.
These products typically produce gross margins of 50% or more. The Company
anticipates that sales of its newer technology products to the larger desktop
markets will be at lower margins. Changes in the mix of products sold and
the mix of distribution channels through which the Company's products are
sold may cause additional fluctuations in the Company's overall gross margins
and operating margins. The Company's expense levels are based, in part, on
its expectations as to future revenues and, as a result, net income would be
disproportionately affected by a reduction in revenue. In response to
competitive pressures or new product introductions by competitors, the
Company may take certain pricing or marketing actions that could materially
and adversely affect the Company's operating results.
There can be no assurance that future sales will result in gross and
operating margins in line with past performance or current expectations. In
addition, due to the potential quarterly fluctuation in operating results,
the Company believes that quarter-to-quarter comparisons of its results of
operations are not necessarily meaningful and should not be relied upon as
indicators of future performance.
NEW PRODUCT DEVELOPMENT
The markets for the Company's products are characterized by rapid
technological development, evolving industry standards, frequent new product
introductions and relatively short product life cycles. The Company's
success is substantially dependant upon its ability to anticipate and react
to these changes, maintain its technological expertise, expand and enhance
its product offerings in existing technologies, and to develop in a timely
manner new products in emerging technologies, such as ATM-based networking,
which achieve market acceptance. The Company believes it must offer products
to the market which not only meet ever-increasing performance and quality
standards, but also provide compatibility and interoperability with
products and architectures offered by various vendors, including workstation
and personal computing architectures and computer and networking systems.
There can be no assurance that the Company will be able to address
effectively the performance, compatibility and interoperability issues raised
by technological changes or new industry standards. The Company's business,
results of operations and financial condition would be materially adversely
affected if the Company were to incur significant delays or be unsuccessful
in developing new products or enhancements, or if any such products or
enhancements did not gain market acceptance. In addition, there can be no
assurance that products or technologies developed by others will not render
the Company's products obsolete.
DEPENDENCE ON KEY PERSONNEL
The Company's success to date has been significantly dependent on the
contributions of a number of its key technical and management employees. The
Company does not maintain life insurance policies on its key employees and,
except with a few executive officers, does not have employment agreements
with key employees. The loss of the services of one or more of these key
employees could have a material adverse effect on the Company. In addition,
the Company believes that its future success will depend in large part upon
its ability to attract and retain
5
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highly-skilled and motivated technical, managerial, sales and marketing
personnel. Competition for such personnel is intense. There can be no
assurance that the Company will be successful in attracting and retaining the
personnel that it requires.
DEPENDENCE ON SUPPLIERS
The Company uses sole-sourced custom integrated circuits on most of its
products as well as standard off-the-shelf items presently available from two
or more suppliers. Although recent experience with respect to parts
availability has been generally favorable, the past may not be an accurate
indicator of the future since there is no assurance that shortages will not
occur. Should shortages occur, the Company's revenue levels would likely be
adversely affected and, potentially, relationships with customers could be
impaired.
DISTRIBUTION RISKS
The Company's sales are made through OEMs, VARs, distributors and system
integrators. The Company selects its OEMs, VARs, distributors and system
integrators based on a subjective evaluation of a combination of factors,
including potential sales volume, visibility, anticipated financial
stability, expertise in the networking industry, potential distribution
channel conflicts, and geographic scope. There can be no assurance that the
resellers selected by the Company will in the future perform favorably with
respect to such factors and, to the extent that they do not, the adverse
effect on the Company could be material. The Company's VAR, distributor and
systems integrator customers generally offer products of several different
companies, including products which are competitive with the Company's
products. Accordingly, there is a risk that these resellers may give higher
priority to products of other suppliers, thus reducing their efforts to sell
the Company's products.
During 1995, the Company has entered into ATM product distribution
agreements with several major national and international distributors. While
the Company believes these channels will be key to its strategy of expanding
its sales of networking products from being primarily server computer
oriented to include the desktop computer market, there can be no assurance
that the Company will be successful in establishing and maintaining an
effective distribution system.
Because the Company does not sell products directly to end users, it is
difficult to ascertain current demand for existing products or anticipated
demand for newly introduced or future products.
At present the Company's customer base is somewhat concentrated and
there is no assurance that its customer base will not become more
concentrated. Six of the Company's OEM customers accounted for
approximately 50% of the Company's sales during fiscal 1995, including one
customer which accounted for 15%. In the past, the Company has experienced
fluctuations in the volume of activity with individual OEM customers and
distributors as well as changes in its OEM customer and distributor base, and
it expects such fluctuations and changes to continue in the future.
Accordingly, there can be no assurance that the Company's principal customers
will continue to purchase products from the Company at current levels.
Moreover, the Company typically does not enter into long-term volume purchase
contracts with its customers, and the Company's customers have certain rights
to extend or delay the shipment of their orders. The loss of one or more of
the Company's major customers, the reduction, delay or cancellation of orders
or a delay in shipment of the Company's products to such customers could
materially and adversely affect the Company's business, operating results and
financial condition.
COMPETITION
The computer networking industry is intensely competitive and is
significantly affected by product introductions and market activities of
industry participants. The Company expects substantial competition to
continue. The Company's competitors include vendors specifically dedicated
to the mass storage adapter and computer network product markets. While the
Company's major OEM customers have traditionally chosen not to manufacture
controllers for their products or do not manufacture sufficient quantities or
types of controllers to meet
6
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their needs, there can be no assurance that these customers will continue to
meet part or all of their needs through out-sourcing. Increased competition
could result in price reductions, reduced margins and loss of market share,
all of which would materially and adversely affect the Company's business,
operating results and financial condition.
Many of the Company's current and potential competitors have
significantly greater financial, technical, marketing and other resources and
larger installed bases than the Company. Several of the Company's
competitors have been acquired by major networking companies. These
acquisitions are likely to permit the Company's competitors to devote
significantly greater resources to the development and marketing of new
competitive products and the marketing of existing competitive products to
their larger installed bases. The Company expects that competition will
increase substantially as a result of these and other industry consolidations
and alliances, as well as the emergence of new competitors. There can be no
assurance that the Company will be able to compete successfully with its
existing or new competitors or that competitive pressures faced by the
Company will not materially and adversely affect its business, operating
results and financial condition.
INTELLECTUAL PROPERTY
While the Company believes that its success is ultimately dependent upon
the innovative skills of its personnel and its ability to anticipate
technological changes, its ability to compete successfully will depend, in
part, upon its ability to protect proprietary technology contained in its
products. The Company currently relies upon a combination of trade secret,
copyright and trademark laws and contractual restrictions to establish and
protect proprietary rights in its products. There can be no assurance that
these statutory and contractual arrangements will prove sufficient to deter
misappropriation of the Company's technologies or independent third-party
development of similar technologies. The development of alternative,
proprietary and other technologies by third parties could have a material
adverse effect on the competitiveness of the Company's products. Further,
the laws of some countries do not provide the same degree of protection of
the Company's proprietary information as do the laws of the United States.
Finally, the Company's adherence to industry-wide technical standards and
specifications may limit the Company's opportunities to provide proprietary
product features capable of protection.
The Company is also subject to the risk of litigation alleging
infringement of third party intellectual property rights. There can be no
assurance that third parties will not assert infringement claims against the
Company in the future with respect to current or future products. Any such
claims could require the Company to expend significant time and money in
litigation, pay damages, develop non-infringing technology or acquire
licenses to the technology which is the subject of asserted infringement.
EFFECT OF SALES UNDER THIS PROSPECTUS
The Shares being sold pursuant to this Prospectus constitute
approximately 18% of the outstanding shares of Common Stock of the Company.
The Company cannot predict the timing of the sales of such Shares or the
effect that the sales of such Shares will have on the market price prevailing
from time to time.
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USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
PLAN OF DISTRIBUTION
It is anticipated that the Selling Shareholder may sell Shares in open
market or block transactions or otherwise in the over-the-counter market, or
in private transactions, at prices related to prevailing market prices or at
negotiated prices. The Selling Shareholder may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholder or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal or
both. In addition to sales of Shares pursuant to this Prospectus, any Shares
that qualify for sale pursuant to Rule 144 under the Securities Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
Upon any sale of the Shares offered hereby, the Selling Shareholder and
participating broker-dealers or selling agents may be deemed to be
"underwriters" as that term is defined in the Securities Act, in which event
any discounts, concessions or commissions received by them, which are not
expected to exceed those customary in the types of transactions involved, or
any profit on resales of the Shares by them, may be deemed to be underwriting
commissions or discounts under the Securities Act. To the extent required,
the specific Shares to be sold, purchase price, public offering price, the
names of any such broker-dealer or selling agent and any applicable
commission or discount with respect to a particular offer will be set forth
in an accompanying Prospectus Supplement.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, Shares may not be
sold unless they have been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with under applicable state securities laws.
The Company and the Selling Shareholder have agreed, and hereafter may
further agree, to indemnify each other and certain other persons, including
broker-dealers, against certain liabilities in connection with any offering
of the Common Stock, including liabilities arising under the Securities Act.
SELLING SHAREHOLDER
Michael E. Cope is a founder, a director and former Chief Executive
Officer of the Company. As of March 1, 1996 he beneficially owned 873,900
shares (including 122,500 shares issuable upon exercise of options),
constituting 18% of the outstanding shares of Common Stock of the Company.
17,500 shares which may be acquired by Mr. Cope upon the exercise of certain
non-qualified options are not being registered hereunder. All of the Shares
being offered hereby are being offered by Mr. Cope. He has sole ultimate
voting and investment power with respect to the shares owned by him.
LEGAL MATTERS
The validity of the Common Stock offered hereby is being passed upon for
the Company and the Selling Shareholder by Gardere & Wynne, L.L.P., 3000
Thanksgiving Tower, Dallas, Texas. David H. Segrest, a partner of Gardere &
Wynne, L.L.P., is a director of the Company and beneficially owned 54,400
shares of Common Stock as of March 1, 1996.
8
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EXPERTS
The consolidated financial statements and schedule of the Company as of
October 31, 1994, and 1995, and for each of the three years in the period
ended October 31, 1995, incorporated by reference or included herein, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports. Future consolidated statements and
schedules of the Company and the reports thereon of Arthur Andersen LLP also
will be incorporated by reference in this Prospectus in reliance upon the
authority of that firm as experts in giving those reports to the extent said
firm has audited those financial statements and consented to the use of their
reports thereon.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
_____________________
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information....................................... 2
Incorporation of Certain Documents by Reference ............ 2
The Company................................................. 3
Risk Factors................................................ 5
Use of Proceeds............................................. 8
Plan of Distribution........................................ 8
Selling Shareholder......................................... 8
Legal Matters............................................... 8
Experts..................................................... 9
</TABLE>
856,400 Shares
INTERPHASE
CORPORATION
Common Stock
PROSPECTUS
________________________
, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered pursuant to this
Registration Statement, other than underwriting compensation:
<TABLE>
<CAPTION>
ITEM AMOUNT*
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<S> <C>
Securities and Exchange Commission (SEC) registration fee........... $ 3,581
Legal fees and expenses............................................. 25,000
Accounting fees and expenses........................................ 2,500
Miscellaneous....................................................... 919
Total............................................................. $32,000
</TABLE>
____________________
* All expenses are estimated, except the SEC registration fee. All fees and
expenses are being paid by the Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. In
addition, the Texas Miscellaneous Corporation Laws Act provides that a
corporation may amend its Articles of Incorporation to provide that no
director shall be liable to the Registrant or its shareholders for monetary
damages for any act or omission in the director's capacity as such, provided
that the liability of a director is not eliminated or limited (i) for any
breach of the director's duty of loyalty to the Registrant or its
shareholders, (ii) for acts or omissions not in good faith that constitute a
breach of the director's duty to the Registrant or acts or omissions which
involve intentional misconduct or a knowing violation of law, (iii) any
transaction from which such director received an improper personal benefit or
(iv) any act or omission for which the liability of the director is expressly
provided for by an applicable statute. Article XIII of the Registrant's
Articles of Incorporation contains the foregoing amendment.
Article VII of the Registrant's bylaws provides, in general, that the
Registrant may indemnify its directors and officers to the fullest extent
permitted by Texas law.
An insurance policy obtained by the Registrant provides for indemnification
of officers and directors of the Registrant and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
*4.1 -- Specimen certificate representing Common Stock, no par value, of
the Company
*5.1 -- Legal Opinion of Gardere & Wynne, L.L.P.
*23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1)
24.1 -- Power of Attorney (set forth on pages II-4 and II-5)
_______________
* filed herewith
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new
II-2
<PAGE>
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(6) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Company pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(7) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on April 1, 1996.
INTERPHASE CORPORATION
By: /s/ R. STEPHEN POLLEY
---------------------------------
R. Stephen Polley
POWER OF ATTORNEY
Each of the undersigned hereby appoints Stephen Polley and Robert L.
Drury, and each of them (with full power in each to act alone), as attorneys
and agents for the undersigned, with full power of substitution, for and in
the name, place, and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Act of 1933 any and
all amendments and exhibits to this Registration Statement and any and all
applications, instruments, and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do and perform
any and all acts and things whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on April 1, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ R. STEPHEN POLLEY President, Chief Executive Officer and
- ------------------------------ Chairman of the Board of Directors
R. Stephen Polley (Principal Executive Officer)
/s/ ROBERT L. DRURY Vice President of Finance, Chief
- ------------------------------ Financial Officer and Treasurer
Robert L. Drury (Principal Financial Officer
and Accounting Officer)
/s/ MICHAEL E. COPE Director
- ------------------------------
Michael E. Cope
/s/ DALE CRANE Director
- ------------------------------
Dale Crane
</TABLE>
II-4
<PAGE>
/s/ JAMES F. HALPIN Director
- ------------------------------
James F. Halpin
/s/ PAUL N. HUG Director
- ------------------------------
Paul N. Hug
- ------------------------------ Director
Robert H. Lyon
/s/ DAVID H. SEGREST Director
- ------------------------------
David H. Segrest
- ------------------------------ Director
S. Thomas Thawley
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
PAGE
------------
<S> <C> <C>
*4.1 -- Specimen certificate representing Common Stock, no par value, of
the Company
*5.1 -- Legal Opinion of Gardere & Wynne, L.L.P.
*23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1)
24.1 -- Power of Attorney (set forth on pages II-4 and II-5)
</TABLE>
_______________
* filed herewith
<PAGE>
NO PAR VALUE COMMON STOCK
NUMBER SHARES
DX INTERPHASE [LOGO] CORPORATION-REGISTERED TRADEMARK-
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR CERTAIN
IN CHICAGO, IL OR NEW YORK, NY DEFINITIONS AND RESTRICTIONS
CUSIP 460593 10 6
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE, OF
INTERPHASE CORPORATION
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate is not valid until countersigned and registered by
the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED
HARRIS TRUST AND SAVINGS BANK
TRANSFER AGENT
AND REGISTRAR
[SEAL]
BY
PRESIDENT SECRETARY AUTHORIZED SIGNATURE
<PAGE>
Pursuant to Article V of the Articles of Incorporation of Interphase
Corporation and all amendments thereto or hereafter on file with the
Secretary of State of Texas, no shareholder shall have the right to cumulate
his votes for the election of directors. Pursuant to Article VI of the
Articles of Incorporation and all amendments thereto or hereafter on file
with the Secretary of State of the State of Texas, the holder of the shares
of Common Stock represented by this Certificate is expressly denied any and
all preemptive or preferential rights to receive, purchase or subscribe to
unissued or treasury shares of any class of stock (whether now or hereafter
authorized) of the Corporation. The Corporation will furnish to the holder of
this Certificate, without charge, a true copy of Article V and Article VI of
the Articles of Incorporation and all amendments thereto or hereafter, upon
written request to the Corporation at its principal place of business or
registered office.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
UNIF GIFT MIN ACT--_______ Custodian __________
TEN COM -- as tenants in common (Cust) (Minor)
TEN -- as tenants by the entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with right Act ________________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
-------------------------------------
| |
| |
| |
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
- ------------------------------------------------------------------------------
- ----------------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within-named
Corporation, with full power of substitution in the premises.
Dated ____________________________________
X_______________________________________________
(SIGNATURE)
NOTICE:
THE SIGNATURE(S) TO
THIS ASSIGNMENT MUST
CORRESPOND WITH THE ---------------->
NAME(S) AS WRITTEN
UPON THE FACE OF THE
CERTIFICATE IN EVERY
PARTICULAR WITHOUT
ALTERATION OR EN- X_______________________________________________
LARGEMENT OR ANY (SIGNATURE)
CHANGE WHATEVER.
---------------------------------------------------------
| THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE |
| GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS |
| AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP |
| IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), |
| PURSUANT TO S.E.C. RULE 17Ad-15. |
-----------------------------------------------------------
| SIGNATURE(S) GUARANTEED BY: |
| |
| |
| |
| |
---------------------------------------------------------
<PAGE>
[LETTERHEAD]
(214) 999-4607
April 1, 1996
Interphase Corporation
13800 Senlac
Dallas, Texas 75234
Gentlemen:
We have acted as counsel for Interphase Corporation, a Texas corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on or about April 2, 1996 in connection with the registration under
the Securities Act of 1933, as amended, of (i) 751,400 shares (the "Selling
Shareholder Shares") of Common Stock, no par value ("Common Stock"), of the
Company to be sold by Michael E. Cope (the "Selling Shareholder"), (ii) 30,000
shares (the "30,000 Shares") of Common Stock issuable to the Selling Shareholder
upon exercise of that certain Interphase Corporation Nonqualified Stock Option
Agreement, dated June 21, 1994 (the "30,000-Share Option Agreement"), and (iii)
75,000 shares (the "75,000 Shares") of Common Stock issuable to the Selling
Shareholder upon exercise of that certain Interphase Corporation Nonqualified
Stock Option Agreement, dated June 21, 1994 (the "75,000-Share Option
Agreement").
With respect to the foregoing, we have examined such documents and
questions of law as we have deemed necessary to render the opinions expressed
below. Based upon the foregoing, we are of the opinion that:
1. The Selling Shareholder Shares are duly and validly issued, fully paid
and nonassessable.
2. The 30,000 Shares issuable upon exercise of the 30,000-Share Option
Agreement are duly and validly authorized and reserved for issuance upon such
exercise and, when issued upon such exercise in accordance with the terms of the
30,000-Share Option Agreement, will be duly and validly issued, fully paid and
nonassessable.
<PAGE>
Interphase Corporation
April 1, 1996
Page 2
3. The 75,000 Shares issuable upon exercise of the 75,000-Share Option
Agreement are duly and validly authorized and reserved for issuance upon such
exercise and, when issued upon such exercise in accordance with the terms of the
75,000-Share Option Agreement, will be duly and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Registration Statement under the
heading "Legal Matters."
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /S/ DAVID G. McLANE
--------------------------------
David G. McLane, Partner
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 4, 1995,
included in Interphase Corporation's Form 10-K for the year ended October 31,
1995, and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
April 1, 1996
