<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1999
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERPHASE CORPORATION
(Exact name of Registrant as specified in its charter)
TEXAS 75-1549797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13800 SENLAC
DALLAS, TEXAS 75234
(214) 919-9000
(Address of Registrant's
Principal Executive Offices)
INTERPHASE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the Plan)
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GREGORY B. KALUSH, PRESIDENT
INTERPHASE CORPORATION
13800 SENLAC
DALLAS, TEXAS 75234
(214) 654-5000
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
Copies to:
David H. Segrest
Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000
Dallas, Texas 75201
(214) 999-4705
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== =================== =================== ======================== ============================
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share(2) price(1)(2) fee (2)
======================== =================== =================== ======================== ============================
Common Stock, no 1,000,000 $17.45 $17,450,000 $4,851.10
par value shares
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, there are also
registered hereby such indeterminate number of shares of Common Stock
as may become issuable by reason of operation of the anti-dilution
provisions of the Interphase Corporation Amended and Restated Stock
Option Plan (the "Plan").
(2) Calculated pursuant to Rule 457(h), based on the prices at which
outstanding options may be exercised (as to 380,862 shares), plus the
average of the high and low prices for Common Stock on November 9,
1999, as quoted by the NASDAQ Stock Market (as to 619,138 shares for
which the exercise price is not known).
Shares of Common Stock of the registrant for issuance upon exercise
of employee stock options have been heretofore registered under Registration
Statements on Form S-8 Nos. 33-5811, 33-38977, 33-62136 and 33-87546 of the
registrant. These shares of Common Stock and the options are described in the
Section 10(a) prospectus for this registration statement in accordance with
Rule 429 of the General Rules and Regulations under the Securities Act of
1933, as amended.
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On March 22, 1995, the Board of Directors of the Registrant (the
"Board") adopted, subject to shareholder approval, an amendment to the
Interphase Corporation Amended and Restated Stock Option Plan (the "Plan") to
allow nonqualified options to be granted at less than 100% of fair market
value. On June 25, 1996, the Board adopted, subject to shareholder approval,
an amendment to the Plan to increase from 1,350,000 to 2,350,000 the
aggregate number of shares of the Registrant's Common Stock, no par value per
share, reserved for issuance under the Plan and to provide that any and all
options may be granted to any one or more participants. The shareholders of
the Registrant approved the amendments at the Annual Meeting of Shareholders
held on April 11, 1996, and May 14, 1997, respectively. The contents of the
Registrant's Registration Statement on Form S-8 (File No. 33-87546) filed
with the Securities and Exchange Commission on December 16, 1994, relating to
the Plan and to the Interphase Corporation Directors Stock Option Plan (the
"Prior S-8" ), including the documents incorporated by reference therein, are
incorporated by reference into this Registration Statement. The contents of
the Registrant's Form 10-K for the year ended December 31, 1998, filed with
the Securities and Exchange Commission on March 30, 1999, including the
documents incorporated by reference therein and the financial statements, are
incorporated by reference into this Registration Statement.
PART II
ITEM 8. EXHIBITS
In addition to the exhibits filed or incorporated by reference into
the Prior S-8, the following documents are filed as Exhibits to this
Registration Statement:
4.1 Interphase Corporation Amended and Restated Stock Option
Plan. (1)
4.2 Interphase Corporation Directors Stock Option Plan. (1)
4.3 Amendment No. 1 to the Plan. (1)
4.4 Amendment No. 2 to the Plan. (2)
4.5 Amendment No. 3 to the Plan. (2)
5.1 Opinion of Gardere & Wynne, L.L.P. (2)
23.1 Consent of Arthur Andersen LLP, independent public
accountants to incorporation of report by reference. (2)
23.2 Consent of legal counsel (included in the opinion of
Gardere & Wynne, L.L.P., filed herewith as Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
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(1) Filed as an exhibit to the Registrant's Form 10-K Annual Report for
the fiscal year ended October 31, 1995 and incorporated herein by
reference.
(2) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, and the State
of Texas, on August 10, 1999.
INTERPHASE CORPORATION (Registrant)
By /S/ GREGORY B. KALUSH
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Gregory B. Kalush, President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints R. Stephen Polley and Gregory B. Kalush and each of them (with full
power in each of them to act alone), his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign and to file
with the Securities and Exchange Commission, and the securities regulatory
authorities of the several states, registration statements, any amendments or
any and all other documents in connection therewith, in connection with the
registration under the Securities Act or the registration or qualification
under any applicable state securities laws or regulations, of shares of
Common Stock issuable pursuant to the Plan, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on August 10, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/S/ R. STEPHEN POLLEY Chairman of the Board and a Director
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R. Stephen Polley
/S/ GREGORY B. KALUSH Chief Executive Officer, Chief Operating Officer, Chief
- ----------------------------- Financial Officer, President (principal executive officer),
Gregory B. Kalush Vice President of Finance, and Treasurer (principal financial
officer and principal accounting officer) and a Director
/S/ S. THOMAS THAWLEY Director
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S. Thomas Thawley
/S/ DAVID H. SEGREST Director
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David H. Segrest
/S/ PAUL N. HUG Director
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Paul N. Hug
/S/ JAMES F. HALPIN Director
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James F. Halpin
/S/ WILLIAM VOSS Director
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William Voss
</TABLE>
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Index to Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT PAGE NO.
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<S> <C> <C>
4.1 Interphase Corporation Amended and Restated Stock Option Plan. (1)
4.2 Interphase Corporation Directors Stock Option Plan. (1)
4.3 Amendment No. 1 to the
Interphase Corporation Amended and Restated Stock Option Plan. (1)
4.4 Amendment No. 2 to the
Interphase Corporation Amended and Restated Stock Option Plan. (2)
4.5 Amendment No. 3 to the
Interphase Corporation Amended and Restated Stock Option Plan. (2)
5.1 Legal opinion of Gardere & Wynne, L.L.P. (including consent
listed as Exhibit 24.2 to this Registration Statement). (2)
23.1 Consent of Arthur Andersen LLP (2)
23.2 Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1).
24.1 Power of Attorney (set forth on signature page hereof).
</TABLE>
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(1) Filed as an exhibit to the Registrant's Form 10-K Annual Report for
the fiscal year ended October 31, 1995 and incorporated herein by
reference.
(2) Filed herewith.
<PAGE>
4.4
AMENDMENT NO. 2 TO
INTERPHASE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
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AMENDMENT NO. 2
TO THE
INTERPHASE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
Pursuant to Section 17 of the Interphase Corporation Amended and
Restated Stock Option Plan (the "Plan"), the Plan is hereby amended as follows:
1. Section 5 of the Plan is hereby amended to read in its entirety as
follows:
5. SHARES SUBJECT TO PLAN. The Board may not grant options
under the Plan for more than 2,350,000 shares of Common Stock of the
Company, but this number may be adjusted to reflect, if deemed
appropriate by the Board, any stock dividend, stock split, share
combination, recapitalization or the like, of or by the Company.
Shares to be optioned and sold may be made available from either
authorized but unissued Common Stock or Common Stock held by the
Company in its treasury. Shares that by reason of the expiration of an
option or otherwise are no longer subject to purchase pursuant to an
option granted under the Plan may be reoffered under the Plan.
IN WITNESS HEREOF, the undersigned has executed this Amendment
effective as of the 25th day of June, 1996.
INTERPHASE CORPORATION
/s/ R. Stephen Polley
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R. Stephen Polley, President
<PAGE>
4.5
AMENDMENT NO. 3 TO
INTERPHASE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
<PAGE>
AMENDMENT NO. 3 TO THE
INTERPHASE CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN
Pursuant to Section 17 of the Interphase Corporation Amended and
Restated Stock Option Plan (the "Plan"), the first sentence of Section 5 of the
Plan is hereby amended to read as follows:
The Board may not grant options under the Plan for more than
2,350,000 shares of Common Stock of the Company, but this number may
be adjusted to reflect, if deemed appropriate by the Board, any stock
dividend, stock split, share combination, recapitalization or the
like, of or by the Company, and the total number of shares subject to
option under the Plan represents the maximum number of shares for
which options may be granted to any one participant in the Plan during
the term of the Plan.
IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the 21st day of April 1997.
INTERPHASE CORPORATION
By: /s/ R. Stephen Polley
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R. Stephen Polley, President
<PAGE>
5.1
LEGAL OPINION OF GARDERE & WYNNE, L.L.P.
<PAGE>
[LETTERHEAD]
November 15, 1999
Interphase Corporation
13800 Senlac
Dallas, Texas 75234
Gentlemen:
We have acted as counsel to Interphase Corporation, a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, on Form S-8 (the "Registration Statement") of an additional
1,000,000 shares of common stock, no par value, of the Company ("Common
Stock"), to be issued or transferred in connection with the exercise of
options granted or which may be granted by the Company under the Interphase
Corporation Amended and Restated Stock Option Plan (the "Plan").
With respect to the foregoing, we have examined and have relied upon
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, documents, orders, certificates and other
instruments as in our judgment are necessary or appropriate to render the
opinion expressed below.
Based upon the foregoing, we are of the opinion that the 1,000,000 shares of
Common Stock of the Company which from time to time may be issued or
transferred upon the exercise of options granted under the Plan, in
accordance with the appropriate proceedings of the Board of Directors of the
Company, when so issued or transferred and sold in accordance with the
provisions of the Plan and related agreements, will be duly and validly
authorized and issued by the Company and fully paid and nonassessable.
We note that David H. Segrest, a partner of this firm, is a member of the
Board of Directors of the Company. In addition, Mr. Segrest beneficially owns
39,400 shares of Common Stock of the Company.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
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November 15, 1999
Page 2
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ David G. McLane
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David G. McLane, Partner
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23.1
CONSENT OF ARTHUR ANDERSEN L.L.P.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of our
report dated February 10, 1999, included in Interphase Corporation's Form
10-K for the year ended December 31, 1998, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
November 15, 1999
