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): June 26, 2006

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 8.01 Other Events.

On June 26, 2006, Interphase Corporation issued a press release announcing that six executive officers of the Company have established Rule 10b5-1 trading plans. Rule 10b5-1 plans permit insiders to sell fixed portions of their holdings over a designated period of time under prearranged written plans that are established at a time when they are not in possession of material non-public information. Such programs provide for regular selling of a predetermined, fixed number of Company shares subject to the market price of the shares exceeding the threshold set forth in the respective plan, in order to gradually diversify the individual’s investment portfolio, minimize the market effect of share sales by spreading them out over an extended period of time and avoid concerns about initiating transactions while in possession of material non-public information. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

     Exhibit 99.1 — Press Release Dated June 26, 2006.

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: June 26, 2006		Title: Chief Financial Officer,
		Vice President of Finance and Treasurer

EXHIBIT INDEX

Exhibit 99.1 Press Release dated June 26, 2006 (filed herewith)

EX-99.1 2 d37360exv99w1.htm PRESS RELEASE

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 Executives Adopt 10b5-1 Trading Plans

PLANO, Texas, June 26, 2006 — Interphase Corporation (NASDAQ: INPH), a leading global supplier of next-generation networking technologies, today announced that six of its Executive Officers have established 10b5-1 plans to sell shares of Company stock in accordance with guidelines specified under the Securities Exchange Act of 1934 and the Company’s policies with respect to insider sales.

Gregory B. Kalush, Chairman, President and Chief Executive Officer; Thomas N. Tipton, Jr., Chief Financial Officer and Vice President of Finance; Felix V. Diaz, Vice President of Engineering and Chief Technology Officer; Randall E. McComas, Vice President of Global Sales and Customer Support; Deborah Shute, Vice President of Human Resources and Administration and James W. Gragg, Vice President of Operations and Fulfillment, have established 10b5-1 plans to sell a portion of their holdings of Company common stock. The maximum number of shares of Interphase Corporation common stock to be sold by the six Executive Officers under these plans is approximately 640,000 shares at limit prices ranging from $15.00 per share to $41.00 per share, beginning on August 1, 2006 and ending on August 1, 2007. Any transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

Rule 10b5-1 plans permit insiders to sell fixed portions of their holdings over a designated period of time under prearranged written plans that are established at a time when they are not in possession of material non-public information. Such programs provide for regular selling of a predetermined, fixed number of company shares in order to gradually diversify the individual’s investment portfolio, minimize the market effect of share sales by spreading them out over an extended period of time and avoid concerns about initiating transactions while in possession of material non-public information.

About Interphase Corporation
Interphase Corporation (NASDAQ: INPH) is a leading provider of robust building blocks, highly integrated subsystems and innovative 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 next generation Advanced TCA^® (ATCA) and AdvancedMC™ (AMC) solutions to the marketplace. Headquartered in Plano, Texas with sales offices across the globe, Interphase clients include Alcatel, Ericsson, Fujitsu Ltd., Hewlett Packard, Lockheed Martin, Lucent Technologies, Motorola Inc., Nortel Networks Ltd. 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.

###

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

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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 Executives Adopt 10b5-1 Trading Plans

PLANO, Texas, June 26, 2006 — Interphase Corporation (NASDAQ: INPH), a leading global supplier of next-generation networking technologies, today announced that six of its Executive Officers have established 10b5-1 plans to sell shares of Company stock in accordance with guidelines specified under the Securities Exchange Act of 1934 and the Company’s policies with respect to insider sales.

Gregory B. Kalush, Chairman, President and Chief Executive Officer; Thomas N. Tipton, Jr., Chief Financial Officer and Vice President of Finance; Felix V. Diaz, Vice President of Engineering and Chief Technology Officer; Randall E. McComas, Vice President of Global Sales and Customer Support; Deborah Shute, Vice President of Human Resources and Administration and James W. Gragg, Vice President of Operations and Fulfillment, have established 10b5-1 plans to sell a portion of their holdings of Company common stock. The maximum number of shares of Interphase Corporation common stock to be sold by the six Executive Officers under these plans is approximately 640,000 shares at limit prices ranging from $15.00 per share to $41.00 per share, beginning on August 1, 2006 and ending on August 1, 2007. Any transactions under the plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

Rule 10b5-1 plans permit insiders to sell fixed portions of their holdings over a designated period of time under prearranged written plans that are established at a time when they are not in possession of material non-public information. Such programs provide for regular selling of a predetermined, fixed number of company shares in order to gradually diversify the individual’s investment portfolio, minimize the market effect of share sales by spreading them out over an extended period of time and avoid concerns about initiating transactions while in possession of material non-public information.

About Interphase Corporation
Interphase Corporation (NASDAQ: INPH) is a leading provider of robust building blocks, highly integrated subsystems and innovative 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 next generation Advanced TCA^® (ATCA) and AdvancedMC™ (AMC) solutions to the marketplace. Headquartered in Plano, Texas with sales offices across the globe, Interphase clients include Alcatel, Ericsson, Fujitsu Ltd., Hewlett Packard, Lockheed Martin, Lucent Technologies, Motorola Inc., Nortel Networks Ltd. 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.

###

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