8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 19, 2005

INTERPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Texas
(State or Other Jurisdiction of Incorporation)

0-13071	75-1549797
(Commission File Number)	(IRS Employer Identification No.)
2901 North Dallas Parkway, Suite 200, Plano, Texas (Address of Principal Executive Offices)	75093 (Zip Code)

(214) 654-5000
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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 1.01 Entry into a Material Definitive Agreement.

On December 19, 2005, Thomas N. Tipton, Jr., the Company’s interim Chief Financial Officer and Vice President of Finance since August 29, 2005, has been appointed as the Company’s Chief Financial Officer and Vice President of Finance. Pursuant to his appointment, the Company entered into an employment agreement with Mr. Tipton, effective December 19, 2005, which states that he will receive a base salary of $150,000 per year and may be eligible for an annual bonus for fiscal year 2006 of $30,000 based upon the Company’s executive bonus plan as approved by the Compensation Committee of the Board of Directors. In addition, Mr. Tipton will receive 10,000 shares of restricted stock granted under the Company’s 2004 Long-Term Stock Incentive Plan. Mr. Tipton’s employment agreement permits the Company to terminate him without further compensation for cause. If the Company terminates Mr. Tipton without cause, he will receive an amount equal to six months severance pay based on his base salary at the time of termination.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Thomas N. Tipton, Jr., the Company’s interim Chief Financial Officer and Vice President of Finance since August 29, 2005, has been appointed as the Company’s Chief Financial Officer and Vice President of Finance, effective December 19, 2005. Mr. Tipton, 31, joined the Company in January of 2000 as Financial Planning and Analysis Manager and had served as Corporate Controller and Director of Finance since December of 2000 prior to his appointment as interim Chief Financial Officer and Vice President of Finance. Prior to joining Interphase, Mr. Tipton served in various positions in the Assurance and Business Advisory Practice of Arthur Andersen LLP.

A discussion of the material terms and conditions of Mr. Tipton’s employment agreement is referenced above in Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     Exhibit 99.1 — Press Release Dated December 21, 2005

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
	(Registrant)
Plano, Texas	By:	/s/ Gregory B. Kalush
Date: December 21, 2005
	President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Press Release

FOR IMMEDIATE RELEASE

PR Contact:	Investor Contact:
Jeannette Hudler	Joseph Hassett
Interphase Corporation	Interphase Corporation
214-654-5000	866-630-INPH
jhudler@iphase.com	ir@iphase.com

Interphase Announces Chief Financial Officer

PLANO, Texas — December 21, 2005 — Interphase Corporation (NASDAQ: INPH), a leading international supplier of next-generation networking technologies, today announced the promotion of Thomas N. Tipton, Jr. to the position of chief financial officer and vice president of finance. He has served as interim chief financial officer and vice president of finance since August, 2005, leading the finance and accounting, IT and contract management organizations. Tipton joined Interphase in January of 2000 and has served as corporate controller and director of finance since December of that same year.

“Tom has done a terrific job as interim CFO and I’m proud to be in the position to promote Tom and work with an individual of his caliber,” said Greg Kalush, president and CEO of Interphase Corporation. “After an extensive external search, we were pleased to ratify the quality of character, capability and financial leadership already within our organization. Tom has been a significant contributor to the internal operations of our business since coming on board in 2000, and we’re looking forward to an even greater level of contribution in the years ahead.”

Prior to joining Interphase, Tipton held various positions in the Assurance and Business Advisory Practice of Arthur Andersen LLP. In addition to leading audit engagements, Tipton assisted clients with initial public offerings, debt registrations, SEC filings, acquisitions and financial statement preparation. Tipton, a certified public accountant, received his B.S. in Accounting from Messiah College in Grantham, Pennsylvania.

About Interphase Corporation

Interphase Corporation (NASDAQ: INPH) is a leading provider of building blocks, subsystems and gateway appliances for the converged communications network. Building on a 30-year history of providing advanced I/O solutions for telecom and enterprise applications, and addressing the need for high speed connectivity, Interphase has established a key leadership role in delivering AdvancedTCA^® (ATCA) and AdvancedMC™ (AMC) solutions to the marketplace. Headquartered in Plano, Texas with sales offices across the globe, Interphase 2004 revenues were $35.0 million. Clients include Alcatel, Ericsson, Fujitsu Ltd., Hewlett Packard, Lockheed Martin, Lucent Technologies, Motorola Inc., Nortel Networks Ltd., Raytheon and Samsung. Additional information about Interphase and its products is available on the company’s Web site at www.interphase.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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