8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): April 22, 2010

INTERPHASE CORPORATION
(Exact name of registrant as specified in its charter)

Texas	0-13071	75-1549797
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2901 North Dallas Parkway, Suite 200, Plano, Texas	75093
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 654-5000

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 22, 2010, Interphase Corporation issued a press release regarding its financial results for the quarter ended March 31, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, under Item 2.02 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 — Press Release Dated April 22, 2010.

SIGNATURE

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

By: /s/ Thomas N. Tipton Jr.         

Date: April 22, 2010

Title: Chief Financial Officer,
Vice President of Finance and Treasurer

EXHIBIT INDEX

Exhibit 99.1     Press Release dated April 22, 2010 (filed herewith)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Contact:	Investor Contact:
Julie Parenzan	Joseph Hassett
Interphase Corporation	Interphase Corporation
214-654-5000	866-630-INPH
pr@iphase.com	ir@iphase.com

Interphase Announces First Quarter 2010 Financial Results

PLANO, Texas — April 22, 2010 — Interphase Corporation (NASDAQ: INPH), a leading global provider of solutions for converged communications networks, today reported financial results for its first quarter ended March 31, 2010.

Revenues for the first quarter of 2010 were $3.8 million compared to $8.4 million for the first quarter of 2009. Revenues in the quarter were primarily impacted by broadband telecom revenues, which decreased to $3.2 million in the first quarter of 2010 compared to $8.0 million for the first quarter of 2009. Professional services revenues decreased to $160,000 for the first quarter of 2010 compared to $249,000 for the first quarter of 2009. Gross margin percentage for the first quarter of 2010 was 49% compared to 60% for the first quarter of 2009. The decrease in gross margin percentage was primarily due to reduced utilization of the manufacturing facility and, to a lesser degree, a revenue mix shift toward lower margin products. The company reported a net loss of $2.4 million, or $(0.34) per share for the first quarter of 2010, compared to a net income of $707,000, or $0.11 per fully diluted share in the first quarter of 2009. The company has a working capital position of $19.0 million, including cash and marketable securities of $15.9 million on March 31, 2010.

“Our business in the telecommunications industry continues to be very difficult to predict or operate within,” said Gregory B. Kalush, CEO and President of Interphase. “We acknowledged that too much of our business has been tied to this market; so last year we began implementing a multi-tiered strategy to sell our products and capabilities into new customers within new markets in order to diversify our company. Our goal is to diversify our business into new and attractive markets by offering our products and an expanded list of high quality services. During the first quarter, we invested in the necessary organizational and strategic changes to meet this goal.”

About Interphase Corporation

Interphase Corporation (NASDAQ: INPH — News) delivers solutions for LTE and WiMAX, interworking gateways, packet processing, network connectivity, and security for key applications for the Communications, Aerospace-Defense, and Enterprise markets. Founded in 1974, Interphase provides expert Engineering Design and Contract Manufacturing Services, in addition to its COTS portfolio, and plays a leadership role in next generation AdvancedTCA^® (ATCA), AdvancedMC™ (AMC), PCI-X, and PCIe standards and solutions. Interphase is headquartered in Plano, Texas, with sales offices across the globe. Clients include Alcatel-Lucent, Emerson Network Power, Fujitsu Ltd., Hewlett Packard, Samsung, and Sun Microsystems. Visit www.iphase.com.

Safe Harbor

This press release contains forward-looking statements with respect to financial results and certain other matters. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, without limitation, fluctuations in demand, the quality and price of similar or comparable networking products, access to sources of capital, general economic conditions in the company’s market areas, and that future sales and growth rates for the industry and the company could be lower than anticipated.

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Interphase, the Interphase logo, SlotOptimizer and iNAV are trademarks or registered trademarks of Interphase Corporation. All other trademarks are the property of their respective owners.

Condensed Consolidated Financial Statements

Interphase Corporation

Condensed Consolidated Statements of Operations
(amounts in thousands, except per-share amounts)

	Three Months Ended Mar. 31,
	2010			2009
Revenues	$	3,759		$	8,421
Gross margin		1,859			5,017
Research and development		2,093			2,025
Sales and marketing		1,260			1,474
General and administrative		1,004			1,188
Total operating expenses		4,357			4,687
(Loss) income from operations		(2,498	)		330
(Loss) income before income tax		(2,530	)		427
Net (loss) income		(2,363	)		707
Net (loss) income per diluted share	$	(0.34	)	$	0.11
Weighted average common and dilutive shares		6,871			6,714

Selected Consolidated Balance Sheet Information
(amounts in thousands)

	Mar. 31, 2010		Dec. 31, 2009
Cash and marketable securities	$	15,916	$	17,839
Accounts receivable, net		4,174		5,106
Inventories		1,900		1,699
Net property, plant and equipment		616		692
Total assets		25,871		28,647
Total liabilities		8,881		9,385
Total shareholders’ equity	$	16,990	$	19,262

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