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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
JANUARY 9, 2001
(Date of Report)
INTERPHASE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 0-13071 75-1549797
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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13800 SENLAC
DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
(214) 654-5000
(Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 7, 2000 the Board of Directors of Interphase Corporation
(the "Company") declared a dividend of one common share purchase right (a
"Right") for each outstanding share of common stock, par value $0.10 per share
(the "Common Stock"), of the Company. The dividend is payable on December 29,
2000 (the "Record Date"), to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock at a price of $93.00 per share (the "Purchase Price"), subject to
adjustment. The complete description and terms of the Rights are set forth in a
Rights Agreement, dated as of December 7, 2000, as the same may be amended from
time to time (the "Rights Agreement"), between the Company and Computershare
Investor Services, LLC as Rights Agent (the "Rights Agent"). The following
description of the Rights Agreement is a summary of the material terms thereof
and is qualified in its entirety by reference to the complete text of the Rights
Agreement.
Upon distribution, the Rights will be attached to all outstanding
shares of Common Stock and will be represented by the certificates representing
such shares. No separate certificates evidencing the Rights (the "Rights
Certificates") will be distributed prior to the Distribution Date (as defined
below). The Rights will separate from the Common Stock and a "Distribution Date"
will occur upon the earlier of (i) ten business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date"), or (ii) ten business days (or such later date as the Board
of Directors shall determine) following the commencement of a tender or exchange
offer that would result in a person or group beneficially owning 15% or more of
such outstanding shares of Common Stock (the "Tender Offer Date"). Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) the Common Stock certificates issued after the date of the
Rights Agreement will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificates. Pursuant to the Rights
Agreement, the Company reserves the right to require prior to the occurrence of
a Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Common Stock will be
issued.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 6, 2010, or such later date as the
Board of Directors establishes under certain circumstances, unless earlier
redeemed by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, thereafter, the separate Rights Certificates alone
will represent the Rights. Except as otherwise determined by the Board of
Directors, only shares of Common Stock outstanding prior to the Distribution
Date will be issued with Rights.
If any Person becomes the beneficial owner of 15% or more of the then
outstanding shares of Common Stock (unless such acquisition is made pursuant to
a tender or exchange offer for all outstanding shares of Common Stock, upon
terms and conditions determined by a majority of the directors to be in the best
interests of the Company and its stockholders (a "Qualifying Offer")), each
holder of a Right (other than an Acquiring Person, certain related parties and
transferees) will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company), having a value equal to two times the exercise price of the Right. For
example, at an exercise
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price of $93.00 per Right, each Right not owned by an Acquiring Person (or by
certain related parties or transferees) following the event set forth above
would entitle its holder to purchase $186.00 worth of Common Stock (or other
consideration, as noted above) for $93.00. Assuming that the Common Stock had a
per share market price of $46.50 at such time, the holder of each valid Right
would be entitled to purchase four shares of Common Stock for $93.00. The Rights
are not exercisable following the occurrence of any of the events described
above until such time as the Rights are no longer redeemable by the Company as
described below. Notwithstanding any of the foregoing, following the occurrence
of any of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
If at any time following the Stock Acquisition Date, (i) the Company is
acquired in a merger or business combination transaction in which it is not the
surviving corporation (other than a merger consummated pursuant to a Qualifying
Offer); (ii) the Company is the surviving corporation in a business combination
transaction (other than such a transaction consummated pursuant to a Qualifying
Offer) but all or part of the outstanding shares of Common Stock are changed or
exchanged for stock or other securities of any person or cash or any other
property; or (iii) more than 50% of the Company's combined assets or earning
power is sold or transferred (in each case other than certain consolidations
with, mergers with and into, or sales of assets or earning power by or to
subsidiaries of the Company as specified in the Rights Agreement), each holder
of a Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise thereof, common stock
of the acquiring company having a value equal to two times the exercise price of
the Right. The events described in this paragraph and in the preceding paragraph
are referred to as the "Triggering Events."
In order to prevent dilution, the Purchase Price payable, the number
and kind of shares covered by each Right and the number of Rights outstanding
are subject to adjustment from time to time (x) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the Common Stock, (y)
if holders of the Common Stock are granted certain rights or warrants to
subscribe for Common Stock or securities convertible into Common Stock at less
than the current market price of the Common Stock, or (z) upon the distribution
to holders of the Common Stock of evidences of indebtedness, cash (excluding
regular quarterly cash dividends), assets (other than dividends payable in
Common Stock) or subscription rights or warrants (other than those referred to
in clause (y) above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Common Stock are required to be issued (other
than fractions which are integral multiples of one share of Common Stock) and,
in lieu thereof, the Company may make an adjustment in cash based on the market
price of the Common Stock on the trading day prior to the date of exercise.
At any time until ten business days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$0.01 per Right (payable in cash, shares of Common Stock or other consideration
deemed appropriate by the Board of Directors). The redemption of the Rights may
be made effective at such time on such basis with such conditions as the Board
of Directors, in its sole discretion, may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the $0.01 redemption
price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
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Any of the provisions of the Rights Agreement may be amended by the
Board of Directors prior to the Distribution Date, other than the redemption
price and the number of shares of Common Stock for which a Right is exercisable,
and the Purchase Price may not be reduced. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of Directors in
order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights or to shorten or lengthen any time period under
the Rights Agreement, except that no amendment to adjust the time period
governing redemption may be made at such time as the Rights are not redeemable.
The Final Expiration Date (as defined in the Rights Agreement) may be changed
and the Purchase Price may be increased at any time prior to a Stock Acquisition
Date or a Tender Offer Date.
THIS SUMMARY DESCRIPTION OF THE RIGHTS DOES NOT PURPORT TO BE COMPLETE
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, FORM OF
CERTIFICATE OF DESIGNATIONS OF JUNIOR PARTICIPATING PREFERRED STOCK, FORM OF
RIGHT CERTIFICATE AND THE FORM OF THE SUMMARY OF RIGHTS, ALL FILED AS EXHIBITS
HERETO AND INCORPORATED BY REFERENCE HEREIN.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
4.1 Rights Agreement dated as of December 7, 2000 by and
between the Company and Computershare Investor
Services, LLC as Rights Agent, including the form of
Rights Certificate as Exhibit A.
4.2 Form of Right Certificate (Exhibit A to the Rights
Agreement filed as Exhibit 4.1 hereto).
4.3 Summary of Rights to Purchase Shares.
99.1 Press Release dated December 13, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
INTERPHASE CORPORATION
(Registrant)
Dated: January 9th, 2001 By: /s/ Steven P. Kovac
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Rights Agreement dated as of December 7, 2000 by and
between the Company and Computershare Investor
Services, LLC as Rights Agent, including the form of
Rights Certificate as Exhibit A.
4.2 Form of Right Certificate (Exhibit A to the Rights
Agreement filed as Exhibit 4.1 hereto).
4.3 Summary of Rights to Purchase Shares.
99.1 Press Release dated December 13, 2000.
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