Previously filed.AS FILED WITH THERegistration No. 333-198335
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONON APRIL 2, 1996 Registration No. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
______________________REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________INTERPHASE CORPORATION
(Exact(Exact name of
Registrantregistrant as specified in its charter)TEXAS 75-1549797 (StateTexas
(State or other jurisdiction of
(I.R.S.incorporation or organization)75-1549797
(I.R.S. Employer Identification
No.) incorporation or organization) 13800 SENLAC DRIVE, DALLAS, TEXAS 75234,Number)4240 International Parkway, Suite 105
Carrollton, Texas 75007
(214) 654-5000
(Address,(Address, including zip code, and telephone number, including area code, of
Registrant'sregistrant’s principal executive offices)ROBERT L. DRURY, CHIEF FINANCIAL OFFICER AND VICE PRESIDENT OF FINANCE 13800 Senlac Drive, Dallas,Gregory B. Kalush
Chairman of the Board, Chief Executive Officer and President
Interphase Corporation
4240 International Parkway, Suite 105
Carrollton, Texas
75234,75007(214) 654-5000
(Name,(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________ COPIES TO: DAVID G. MCLANE GARDERE & WYNNE, L.L.P.Copies to:
Richard A. Tulli
Gardere Wynne Sewell LLP
1601 Elm Street, Suite 3000
THANKSGIVING TOWER DALLAS, TEXASDallas, Texas 75201
(214)
999-4607 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable999-4676From time to time after the effective date of this
Registration Statement becomes effective.registration statement.(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestmentreinvestments plans, please check the followingbox. / /box: ☐If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
/X/ ______________________☐If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☒
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
Amount to be
registered
(1)(2)
Proposed maximum
offering price per unit
(3)
Proposed maximum
aggregate offering price
(3)
Amount of
registration fee
Common Stock,
$0.10 par value per share
1,367,000 shares
$ 2.84 $ 3,882,280 $ 500 (4)
============================================================================================================ TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE(1) - ------------------------------------------------------------------------------------------------------------Common Stock, no par value 856,400(1)
Consists of 1,367,000 outstanding shares
$12.125 $10,383,850 $3,581 ============================================================================================================of common stock that were acquired by the selling shareholder in a private placement.(1) Pursuant
(2)
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also be deemed to cover additional shares to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act, based on the average of the high and low sales prices of the registrant’s common stock as reported on the NASDAQ Capital Market on August 19, 2014.
(4)
Previously paid.
The registrant hereby amends this registration statement on such date or dates as may be necessary to
Rule 457(c),delay its effective date until the registrant shallfile a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Actor until the registrationfee was calculatedstatement shall become effective on such date as thebasis of the average of the high and low sales prices ($12.125) for the Common Stock on March 27, 1996, as reported by The Nasdaq Stock Market. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTIONCommission, acting pursuant to saidSection 8(a),MAY DETERMINE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.may determine. The information in this prospectus is not complete and may be changed. The shares described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these shares and is not soliciting an offer to buy these shares in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
APRIL 2, 1996 856,400 SHARES INTERPHASE CORPORATION COMMON STOCK The 856,400SEPTEMBER 3, 2014PROSPECTUS
Interphase Corporation
1,367,000 Shares of Common Stock
This prospectus relates to the offer and resale by the selling shareholder identified in this prospectus of up to 1,367,000 shares of
Common Stock, no par value (the "Shares"),our common stock. The selling shareholder may, from time to time, sell, transfer, or otherwise dispose ofInterphase Corporation (the "Company") covered by this Prospectus, are being registered forany or all of its shares of common stock on any stock exchange, market, or trading facility on which theaccount of Michael E. Cope (the "Selling Shareholder"). Of the Shares offered hereby, 751,400shares arecurrently held bytraded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at theSelling Shareholder and 105,000time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.Interphase is not offering any shares
are issuable upon exerciseofcertain non-qualifiedour common stockoptions (the "Options") issued by the Company. See "Selling Shareholder" and "Plan of Distribution." SEE "RISK FACTORS" BEGINNING ON PAGE 5 HEREOF FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY. The Companyfor sale under this prospectus. We will not receive anyof theproceeds from the sale or other disposition of the shares of our common stock by theSelling Shareholder of the Shares being registered hereunder. The total costs, fees andselling shareholder. We have agreed to pay certain expensesincurredin connection with the registration of theShares hereunder are estimated toshares. The selling shareholder will beapproximately $32,000. The Selling Shareholder has agreed to payresponsible for all costsfeesand expensesincurredin connection withthis offering.the sale of its shares of common stock, including brokerage commissions or dealer discounts.Shares of our common stock are traded on the NASDAQ Capital Market under the symbol “INPH.” On
March , 1996,August 29, 2014, the last reportedsalessale price of our common stock on theCompany's Common Stock on The Nasdaq StockNASDAQ Capital Market was$$3.27 per share.______________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYOur principal executive offices are located at 4240 International Parkway, Suite 105, Carrollton, Texas 75007, and our telephone number is (214) 654-5000.
INVESTING IN OUR COMMON STOCK INVOLVESA HIGH DEGREE OFRISK. YOU SHOULD CAREFULLY CONSIDER THE INFORMATIONREFERRED TO AND STATEDUNDER THE HEADING “RISK FACTORS” OF THIS PROSPECTUS BEFORE INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
ORNOR ANY STATE SECURITIES COMMISSIONNORHASTHEAPPROVED OR DISAPPROVED OF THESE SECURITIESAND EXCHANGE COMMISSIONORANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACYDETERMINED IF THIS PROSPECTUS IS TRUTHFUL ORADEQUACY OF THIS PROSPECTUS.COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE., 1996AVAILABLE INFORMATIONThe
Companydate of this prospectus issubject to the informational requirements_______________, 2014.TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
PROSPECTUS SUMMARY
2
RISK FACTORS
3
USE OF PROCEEDS
4
SELLING SHAREHOLDER
4
DESCRIPTION OF SECURITIES
5
PLAN OF DISTRIBUTION
5
LEGAL MATTERS
7
EXPERTS
7
WHERE YOU CAN FIND MORE INFORMATION
7
INFORMATION INCORPORATED BY REFERENCE
7
ABOUT THIS PROSPECTUS
This prospectus, which is part of
the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files reports and other informationa registration statement on Form S-3 filed with the Securities and Exchange Commission(the "Commission"(“SEC”). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at its offices at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,Washington, D.C. 20549, and at the Commission's Regional Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of such materials can be obtained by mail from the Public Reference Sectiondoes not contain all of theCommission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company hasinformation set forth or incorporated by reference in the registration statement or the exhibits filed therewith. Statements contained or incorporated by reference in this prospectus about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you should refer to that agreement or document for its complete contents. For further information with respect to us and the common stock offered by this prospectus, please see the registration statement, the exhibits filed with theCommissionregistration statement and the documents incorporated by reference therein. See “Where You Can Find More Information” and “Information Incorporated by Reference.”You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. No person is authorized to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, and, if made, such information or representation must not be relied upon as having been given or authorized. This prospectus does not constitute an offer to sell or a
Registration Statementsolicitation of an offer to buy any security other than the shares offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any shares by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that the information is correct as of any time subsequent to the date of this prospectus.You should assume that the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or other offering materials is accurate only as of the dates of those documents or those documents incorporated by reference, as applicable. Our business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus, we use the terms “we,” “our,” “us,” “Interphase,” and the “Company” to refer to Interphase Corporation and its subsidiaries unless the context suggests otherwise.Reference to “selling shareholder” refers to the shareholder listed herein under “Selling Shareholder” and its pledges, assignees, or successors-in-interest.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus summary and the materials incorporated herein by reference contain forward-looking statements about our business, financial condition and prospects. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Our actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including (without limitation) effects of the ongoing issues in global credit and financial markets and adverse global economic conditions, our reliance on a limited number of customers, the lack of spending improvements in the communications and computer networking industries, significant changes in product demand, the development and introduction of new products and services, changes in competition, various inventory risks due to changes in market conditions and other risks and uncertainties indicated in Item 1A of our Annual Report on Form
S-310-K for the year ended December 31, 2013 and in our other filings and reports with the SEC. All of the foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. When used herein, the words “believes”, “plans”, “expects”, “will”, “intends,” and “anticipates” and similar expressions as they relate to us or our management are intended to identify forward-looking statements.PROSPECTUS SUMMARY
The information contained in or incorporated by reference into this prospectus summarizes certain information aboutthe Company.It may notcontain all of the information that is important to you. You should read carefully the entire prospectus, including “RiskFactors,” and the other information incorporated by reference into this prospectus.
Our Business
Interphase is a diversified information and communications technology company, committed to innovation through the process of identifying, developing and introducing new products and services. We offer products and services from embedded computing solutions, engineering design services, and contract manufacturing services to a new line of embedded computer vision products.
Embedded solutions include communications networking products for connectivity, interworking and packet processing. Clients for this product line include Alcatel-Lucent, GENBAND, Hewlett Packard, and Samsung.
The engineering design and manufacturing services serve a wide variety of industries within the electronics market, from machine-to-machine and Internet of Things designs utilizing Cellular, GPS and Wi-Fi tracking solutions to cost-saving redesigns for manufacturability. Interphase Productization services provide customers with the full suite of rapid design and manufacturing services required to quickly take a project from design concept to full production in the marketplace.
The penveu® product line, from the embedded computer vision line of business, addresses both the education and enterprise markets. penveu® is a handheld device that adds interactivity to projectors and large screen displays, turning flat surfaces into an interactive display.
Company Information
Our principal executive office is located at 4240 International Parkway, Suite 105, Carrollton, Texas 75007 and our telephone number is (214) 654-5000. Our website address is www.iphase.com. The information contained in, or that can be accessed through, our website is not part of this report and should not be considered part of this report.
Private Placement
On August 13, 2014, we entered into a common stock purchase agreement with, and consummated a private placement of an aggregate of 1,367,000 shares of our common stock to, an institutional “accredited investor” as defined by Rule 501(a) promulgated under the Securities Act, pursuant to an exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act"“Securities Act”),. In connection withrespect totheCommon Stockcommon stock purchase agreement, on the same day we entered into a registration rights agreement with the investor, which is the selling shareholder described herein. In accordance with the registration rights granted under that agreement, we are registering for resale by the selling shareholder the shares of our common stock issued in the private placement.The Offering
Common stock offered by the selling shareholder Up to 1,367,000 shares of our common stock Common stock outstanding prior to the offering 8,377,106 (1) Common stock to be outstanding after the offering 8,377,106 (1) Use of Proceeds
We will not receive any proceeds from the sales of shares of common stock by the selling shareholder.
NASDAQ Capital Market Symbol Our common stock is currently traded on the NASDAQ Capital Market under the symbol “INPH.” Risk factors You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
(1)
Based upon the total number of issued and outstanding shares as of August 29, 2014.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider and evaluate all of the information included and incorporated by reference in this
Prospectus. This Prospectus does not contain allprospectus, including theinformation set forth in the Registration Statement and exhibits and schedules thereto. For further information with respect to the Company and such Common Stock, reference is made to the Registration Statement and the exhibits and schedules filed as part thereof. Statements contained in this Prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or document filed as an exhibit to the Registration Statement, each such statement being qualified in all respectsrisk factors incorporated herein by referenceto such exhibit. The Registration Statement, including exhibits and schedules thereto, may be inspected without charge at the Commission's principal offices, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copiesfrom “Item 1A. Risk Factors.” ofall or any part thereof may be obtained from such office upon payment of prescribed fees. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company with the Commission are incorporated in this Prospectus: 1.our Annual Report on Form 10-K for thefiscalyearended October 31, 1995; 2. Quarterly Report on Form 10-Q for the two-month transition periodended December 31,1995; 3. Proxy statement for the annual meeting of shareholders of the Company to be held April 11, 1996; and 4. The description of the Company's Common Stock contained in the Company's Registration Statement on Form S-2 No. 33-40029. All documents subsequently2013, which was filedby the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, before the termination of the offering of the shares of Common Stock pursuant to this Prospectus shall be deemed to be incorporated herein by reference and shall be a part hereof from the date of filing of such documents. Any statements contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this Prospectus. The Company will provide a copy of the documents incorporated herein (other than exhibits to such documents) without charge to each person to whom this Prospectus is delivered, upon written or oral request to Interphase Corporation at its principal offices, which are located at 13800 Senlac Drive, Dallas, Texas 75234, Attention: Robert L. Drury, Chief Financial Officer and Vice President of Finance (telephone number (214) 654-5000). 2THE COMPANY GENERAL Interphase Corporation ("Interphase" or the "Company") designs, develops, manufactures, markets and supports high performance networking and mass storage products based on advanced technologies for some of today's most powerful computer systems. Interphase's networking and mass storage products include high performance network adapters, network operating system software drivers, Fiber Distributed Data Interface ("FDDI") concentrators, and mass storage controllers. The Company's networking products implement high speed networking technologies such as FDDI, Asynchronous Transfer Mode ("ATM") and fast ethernet (both 100VG-AnyLAN and 100 Base T), as well as the older, more established ethernet (10 Base T) and Token Ring technologies, that facilitate the high speed movement of information across computer networks. The Company's mass storage controllers are currently based on Small Computer Systems Interface ("SCSI") technology and in early 1996 will include products based upon the emerging high speed Fibre Channel technology to facilitate the movement of data to and from mass storage devices. Fibre Channel can also be used for a high speed interconnect in clustered applications. The Company's products are designed to not only complywith theappropriate open system technical standards but also optimize the performance of the customers networking and mass storage environments. The Company's networking adapters and mass storage controllers consist of both hardware and software. The hardware is essentially printed circuit boards which plug into the backplane of a computer and incorporate industry standard bus architectures of the most popular client/server platforms such as VMEbus, Sbus, EISA, NIO, GIO, Micro Channel ArchitectureSEC on March 27, 2014, and theemerging industry standard PCI bus, as well as input-output front-ends for many performance oriented computer systems. The Company's networking adapters support a varietyadditional risks and uncertainties described below, before purchasing our common stock. Any ofmedia including fiber optic cablingthese risks andunshielded twisted pair ("UTP") and shielded twisted pair ("STP") copper wiring. The Company's software consists of drivers for the most popular client/server operating systems such as Windows NT, Netware, HP-UX, IRIX, O/S2, Solaris, SunO/S, AIX and certain real-time operating systems. In addition, the software may include diagnostics, station management ("SMT") and in certain cases may off-load the processing of the protocol stack from the server to the adapter card. The Company's FDDI concentrator products are stand-alone networking devices which serve as a single point of connection for multiport local area networks as well as perform certain network traffic management tasks. The mass storage controllers provide a high-speed connection to computer peripheral devices, such as disk drives, tape drives and printers. The Company's products are used in a wide range of computer applications including graphics workstations, high performance work groups, CPU clusters, medical imaging, telephone switching, on-line transaction processing and financial services networks. With respect to the client/server computer market, the majority of the Company's products have been installed in the server (or "Host") as opposed to the client (or "desktop"). This reflects the Company's historical focus on the development of high-performance, fully featured products that are targeted for the most demanding computer networks. Given the recent emergence of more powerful desktop computing environments and a growth in demand for data intensive applications, the Company believes that its strengths in certain networking and mass storage technologies will create significantly more opportunities for desktop installations of its products in future years. The Company believes that its success in gaining significant market share in its selected markets is dependent upon not only the development and manufacture of high performance, high quality products but also in establishing and maintaining the appropriate distribution channels. The Company has original equipment manufacturer ("OEM") agreements with some of the best known companies in the computer business for its networking products and mass storage controllers. The Company's customers include OEM's of computer systems and networking switches, systems integrators, value added resellers ("VAR"), distributors and end-users. The Company believes that it must maintain an ongoing synergistic relationship with its customers and demonstrate technology leadership coupled with sophisticated manufacturing and customer support capabilities. The Company's manufacturing and development activities are certified under the ISO 9001 international quality standard. The Company's headquarters and manufacturing facilities are located at its Dallas, Texas location. 3The Company, a Texas corporation, was founded in 1977, completed its initial public offering in 1984 and a secondary public offering in 1991. RECENT DEVELOPMENTS DEVELOPMENT FOCUS ON ATM PRODUCTS. During fiscal 1995 and to date, Interphase has applied the majority of its engineering development resources to products for the emerging ATM market. This networking technology provides for enhanced quality of service in the integration of voice, video and data transmission in local area networks and wide area networks, significant improvements in network manageability, and scalability of speed from 25 mega bits per second ("Mbps") to 51, 100, 155 and 622 Mbps. This focus has resulted in a number of accomplishments by the Company including: the introduction of over 25 ATM network interface cards during 1995, its PCI ATM adapter card being selected as one of three finalists for Best of Show at the Spring 1995 Networld/Interop show, the announcement of the industry's lowest priced ATM card in February 1995, and the joint announcement with Bay Networks of the first complete, standards based, open ATM solution in December 1994. In addition, during fiscal 1995, the Company has continued to introduce new FDDI products, including PCI, GIO and Sbus FDDI adapters and the M400 low cost four or eight port FDDI concentrator with copper or fiber connectivity and optional SNMP management. The Company also introduced the industry's first Sbus 100VG-AnyLAN adapter and is developing the Company's first Fibre Channel mass storage controller for introduction in 1996. DISTRIBUTION CHANNELS. During 1995, the Company has been successful in establishing new alliances with key computer and networking switch OEM's for its ATM products, including Bay Networks, UB Networks, NEC, Agile Networks, and Hewlett Packard. In addition, the Company has entered into distribution agreements with key national and international distribution partners, including Anixter, Fuji-Xerox, Gates/Arrow and Westcon. BOARD OF DIRECTORS. On September 20, 1995, James F. Halpin, president and chief executive officer of CompUSA Inc., was elected to the Company's Board of Directors. Mr. Halpin's election represents an addition to the Board of Directors, bringing the total number of Board members to eight. 4RISK FACTORS Prospective purchasers of the shares of Common Stock offered hereby should consider the following factors: QUARTERLY FLUCTUATIONS The Company's quarterly financial results may vary significantly depending upon factors such as capital spending levels of customers, general economic conditions, the timing of significant orders and the timing and success of new product introductions by the Company and its competitors. Factors such as quarterly variations in financial results could cause the market price of the Common Stock to fluctuate substantially. The majority of the Company's revenues currently consist of sales of FDDI network interface and SCSI controller cards to computer OEM customers. These products typically produce gross margins of 50% or more. The Company anticipates that sales of its newer technology products to the larger desktop markets will be at lower margins. Changes in the mix of products sold and the mix of distribution channels through which the Company's products are sold may cause additional fluctuations in the Company's overall gross margins and operating margins. The Company's expense levels are based, in part, on its expectations as to future revenues and, as a result, net income would be disproportionately affected by a reduction in revenue. In response to competitive pressures or new product introductions by competitors, the Company may take certain pricing or marketing actions thatuncertainties could materially and adversely affectthe Company's operating results. There can be no assurance that future sales will result in gross and operating margins in line with past performance or current expectations. In addition, due to the potential quarterly fluctuation in operating results, the Company believes that quarter-to-quarter comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indicators of future performance. NEW PRODUCT DEVELOPMENT The markets for the Company's products are characterized by rapid technological development, evolving industry standards, frequent new product introductions and relatively short product life cycles. The Company's success is substantially dependant upon its ability to anticipate and react to these changes, maintain its technological expertise, expand and enhance its product offerings in existing technologies, and to develop in a timely manner new products in emerging technologies, such as ATM-based networking, which achieve market acceptance. The Company believes it must offer products to the market which not only meet ever-increasing performance and quality standards, but also provide compatibility and interoperability with products and architectures offered by various vendors, including workstation and personal computing architectures and computer and networking systems. There can be no assurance that the Company will be able to address effectively the performance, compatibility and interoperability issues raised by technological changes or new industry standards. The Company'sour business, results of operations and financial condition,wouldwhich in turn could materially and adversely affect the price of our common stock and the value of your investment in our common stock. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our operations.Risks Related toShareholders’ Sales of Shares, Including Those Issued in the Private Placement
Sales of a significant number of shares of our common stock in the public markets or significant short sales of our common stock, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital.
Sales of a substantial number of shares of our common stock or other equity-related securities in the public markets, could depress the market price of our common stock. If there are significant short sales of our stock, the price decline that could result from this activity may cause the share price to decline more so, which, in turn, may cause long holders of the common stock to sell their shares, thereby contributing to sales of common stock in the market. Such sales also may impair our ability to raise capital through the sale of additional shares in the future at a time and price that our management deems acceptable, if at all.
We may not be
materially adversely affectedable to maintain effectiveness of the registration statement of which this prospectus forms a part, which could impact the liquidity of our common stock.Under the terms of the registration rights agreement with the selling shareholder, we are obligated to include the shares of common stock issued in the private placement in an effective registration statement. The registration statement of which this prospectus forms a part is intended to satisfy that obligation. We also agreed to use our commerciallyreasonable efforts to maintain the continuous effectiveness of the registration statement, but may not be able to do so. We cannot assure you that we will not be required to suspend or cease sales under the registration statement, that the SEC will not issue any stop order to suspend the effectiveness of the registration statement or that, if such a stop order is issued, we will be able to amend the registration statement to respond to the stop order to permit sales to be made under the registration statement. Under the registration rights agreement, if the
Company wereeffectiveness of the registration statement is suspended for certain specified time periods, then, subject toincur significant delays orcertain exceptions, we may beunsuccessful in developing new products or enhancements, or if any such products or enhancements didobligated to pay certain liquidated damages to the selling shareholder. Also, to the extent the registration statement is notgain market acceptance. In addition, there caneffective, the selling shareholder’s ability to sell the shares of common stock may beno assurance that products or technologies developed by others will not render the Company's products obsolete. DEPENDENCE ON KEY PERSONNEL The Company's success to date has been significantly dependentlimited, which could (depending on thecontributions of a number of its key technical and management employees. The Company does not maintain life insurance policies on its key employees and, except with a few executive officers, does not have employment agreements with key employees. The lossextent of theservices of one or more of these key employees couldselling shareholder’s selling activity) have a material adverse effect on theCompany. In addition, the Company believes that its future success will depend in large part upon its ability to attract and retain 5highly-skilled and motivated technical, managerial, sales and marketing personnel. Competition for such personnel is intense. There can be no assurance that the Company will be successful in attracting and retaining the personnel that it requires. DEPENDENCE ON SUPPLIERS The Company uses sole-sourced custom integrated circuits on mostliquidity ofits products as well as standard off-the-shelf items presently available from two or more suppliers. Although recent experience with respect to parts availability has been generally favorable, the past may not be an accurate indicator of the future since there is no assurance that shortages will not occur. Should shortages occur, the Company's revenue levels would likely be adversely affected and, potentially, relationships with customers could be impaired. DISTRIBUTION RISKS The Company's sales are made through OEMs, VARs, distributors and system integrators. The Company selects its OEMs, VARs, distributors and system integrators based on a subjective evaluation of a combination of factors, including potential sales volume, visibility, anticipated financial stability, expertise in the networking industry, potential distribution channel conflicts, and geographic scope. There can be no assurance that the resellers selected by the Company will in the future perform favorably with respect to such factors and, to the extent that they do not, the adverse effect on the Company could be material. The Company's VAR, distributor and systems integrator customers generally offer products of several different companies, including products which are competitive with the Company's products. Accordingly, there is a risk that these resellers may give higher priority to products of other suppliers, thus reducing their efforts to sell the Company's products. During 1995, the Company has entered into ATM product distribution agreements with several major national and international distributors. While the Company believes these channels will be key to its strategy of expanding its sales of networking products from being primarily server computer oriented to include the desktop computer market, there can be no assurance that the Company will be successful in establishing and maintaining an effective distribution system. Because the Company does not sell products directly to end users, it is difficult to ascertain current demand for existing products or anticipated demand for newly introduced or future products. At present the Company's customer base is somewhat concentrated and there is no assurance that its customer base will not become more concentrated. Six of the Company's OEM customers accounted for approximately 50% of the Company's sales during fiscal 1995, including one customer which accounted for 15%. In the past, the Company has experienced fluctuations in the volume of activity with individual OEM customers and distributors as well as changes in its OEM customer and distributor base, and it expects such fluctuations and changes to continue in the future. Accordingly, there can be no assurance that the Company's principal customers will continue to purchase products from the Company at current levels. Moreover, the Company typically does not enter into long-term volume purchase contracts with its customers, and the Company's customers have certain rights to extend or delay the shipment of their orders. The loss of one or more of the Company's major customers, the reduction, delay or cancellation of orders or a delay in shipment of the Company's products to such customers could materially and adversely affect the Company's business, operating results and financial condition. COMPETITION The computer networking industry is intensely competitive and is significantly affected by product introductions and market activities of industry participants. The Company expects substantial competition to continue. The Company's competitors include vendors specifically dedicated to the mass storage adapter and computer network product markets. While the Company's major OEM customers have traditionally chosen not to manufacture controllers for their products or do not manufacture sufficient quantities or types of controllers to meet 6their needs, there can be no assurance that these customers will continue to meet part or all of their needs through out-sourcing. Increased competition could result in price reductions, reduced margins and loss of market share, all of which would materially and adversely affect the Company's business, operating results and financial condition. Many of the Company's current and potential competitors have significantly greater financial, technical, marketing and other resources and larger installed bases than the Company. Several of the Company's competitors have been acquired by major networking companies. These acquisitions are likely to permit the Company's competitors to devote significantly greater resources to the development and marketing of new competitive products and the marketing of existing competitive products to their larger installed bases. The Company expects that competition will increase substantially as a result of these and other industry consolidations and alliances, as well as the emergence of new competitors. There can be no assurance that the Company will be able to compete successfully with its existing or new competitors or that competitive pressures faced by the Company will not materially and adversely affect its business, operating results and financial condition. INTELLECTUAL PROPERTY While the Company believes that its success is ultimately dependent upon the innovative skills of its personnel and its ability to anticipate technological changes, its ability to compete successfully will depend, in part, upon its ability to protect proprietary technology contained in its products. The Company currently relies upon a combination of trade secret, copyright and trademark laws and contractual restrictions to establish and protect proprietary rights in its products. There can be no assurance that these statutory and contractual arrangements will prove sufficient to deter misappropriation of the Company's technologies or independent third-party development of similar technologies. The development of alternative, proprietary and other technologies by third parties could have a material adverse effect on the competitiveness of the Company's products. Further, the laws of some countries do not provide the same degree of protection of the Company's proprietary information as do the laws of the United States. Finally, the Company's adherence to industry-wide technical standards and specifications may limit the Company's opportunities to provide proprietary product features capable of protection. The Company is also subject to the risk of litigation alleging infringement of third party intellectual property rights. There can be no assurance that third parties will not assert infringement claims against the Company in the future with respect to current or future products. Any such claims could require the Company to expend significant time and money in litigation, pay damages, develop non-infringing technology or acquire licenses to the technology which is the subject of asserted infringement. EFFECT OF SALES UNDER THIS PROSPECTUS The Shares being sold pursuant to this Prospectus constitute approximately 18% of the outstanding shares of Common Stock of the Company. The Company cannot predict the timing of the sales of such Shares or the effect that the sales of such Shares will have on the market price prevailing from time to time. 7our common stock. USE OF PROCEEDS
The CompanyWe will not receive any proceeds from the sale of shares of our common stock by the selling shareholder.
The selling shareholder will pay any underwriting discounts and commissions and expenses incurred by the selling shareholder for brokerage, accounting, tax or legal services or any other expenses incurred by the selling shareholder in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including (without limitation) all registration and filing fees and fees and expenses of our counsel and our accountants.
SELLING SHAREHOLDER
When we refer to the “selling shareholder” in this prospectus, we are referring to the shareholder identified in the table below. This prospectus covers the resale of shares of our common stock, which we sold in a private placement to the selling shareholder, as an institutional “accredited investor” as defined by Rule 501(a) promulgated under the Securities Act, pursuant to an exemption from registration provided by Regulation D promulgated under the Securities Act. The selling shareholder may from time to time offer and sell under this prospectus any part of, all or none of the shares listed below. We are required, under the registration rights agreement described above, to register for resale the shares of our common stock described in the table below. We are registering the shares to permit the selling shareholder to resell the shares when the selling shareholder deems appropriate.
The following table provides information regarding the selling shareholder, the number of shares of common stock beneficially owned by the selling shareholder and the number of shares of common stock it is offering. The selling shareholder has not had any position, office or material relationship with us within the past three years other than as a shareholder of the Company.
Percentages of beneficial ownership are based upon 8,377,106 shares of common stock issued and outstanding as of August 29, 2014. Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and generally includes voting or investment power with respect to shares owned and including any shares that grant the selling shareholder the right to acquire common stock within 60 days after August 29, 2014. Beneficial ownership includes shares over which the indicated beneficial owner exercises voting or investment power. To our knowledge, as described below, the selling shareholder, First Dallas Holdings, Inc. (“FDHI”), Craig D. Hodges and Hodges Capital Management, Inc. (“HCM”) have shared voting and investment power with respect to the shares.
The selling shareholder may sell some, all or none of its shares. We do not know how long the selling shareholder will hold the shares before selling them, and (except for the registration rights agreement) we currently have no agreement, arrangement or understanding with the selling shareholder regarding the sale or other disposition of any of the shares. The shares covered hereby may be offered from time to time by the selling shareholder. The information in the table is based on information provided by or on behalf of the selling shareholder. Information concerning the selling shareholder may change from time to time, and, if and when necessary, any changed information will be set forth in supplements to this prospectus. In addition, the selling shareholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information, all or a portion of the shares of common stock beneficially owned by the selling shareholder in transactions exempt from the registration requirements of the Securities Act.
Shares Beneficially Owned After the Offering (2)
Selling Shareholder
Shares of Common Stock
Beneficially Owned
Prior to the Offering
Number of
SharesBeing
Offered Hereby
Number
Percentage
Hodges Small Cap Fund (1)
1,367,000
1,367,000
0
0%
(1)
2905 Maple Avenue, Dallas, Texas, 75201. The shares may be deemed as beneficially owned by FDHI, the owner of HCM, and Craig D. Hodges, the controlling shareholder of FDHI. The shares are held by the Hodges Small Cap Fund; the investment advisor to this Hodges Small Cap Fund is HCM. FDHI, Craig D. Hodges, HCM and Hodges Small Cap Fund have shared voting and investment power over these shares.
(2)
For the purposes of this table, the Company assumes that all of the shares covered by this prospectus will be sold by the selling shareholder. The selling shareholder may offer and sell some, all or none of its shares, but no estimates can be made as to the amount of shares of common stock that will be held by the selling shareholder after the completion of this offering.
DESCRIPTION OF SECURITIES
The class of securities offered under this prospectus is our Common Stock,
offered hereby.which has been registered pursuant to Section 12 of the Exchange Act.PLAN OF DISTRIBUTION
It is anticipated thatThe securities being offered for resale by the
Selling Shareholderselling shareholder under this prospectus consist of 1,367,000shares of our common stock acquired by the selling shareholder in our private placement which closed on August 13, 2014, with gross proceeds to us of approximately $3.3 million. The selling shareholder may, from time to time, sell,Sharestransfer or otherwise dispose of any or all of the shares of common stock covered hereby or its interests inopenthe shares on the NASDAQ Capital Market or any stock exchange, market orblock transactions or otherwise intrading facility on which theover-the-counter market,common stock is traded or in privatetransactions,transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. TheSelling Shareholderselling shareholder mayeffect suchuse one or more of the following methods when disposing of the shares or interests therein:
●
ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
●
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
●
privately negotiated transactions;
●
through one or more underwriters on a firm commitment or best-efforts basis;
●
through the writing of options on shares, whether the options are listed on an options exchange or otherwise;
●
by pledge to secure debts and other obligations or on foreclosure of a pledge;
●
block trades in which a broker-dealer will attempt to sell the shares as an agent, but may position and resell a portion of the block as principal to facilitate the transaction;
●
through the settlement of short sales;
●
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
●
a combination of any such methods of disposition; and
●
any other method permitted pursuant to applicable law.
The selling shareholder may also sell the shares
to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal or both. In addition to sales of Shares pursuant to this Prospectus, any Shares that qualify for sale pursuant tounder Rule 144 under the Securities Act, if available, rather than under this prospectus.Broker-dealers engaged by the selling shareholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be
soldnegotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction, not in excess of a customary brokerage commission in compliance with FINRA Rule 2440, and in the case of a principal transaction, a markup or markdown in compliance with FINRA IM-2440.In connection with the sale of the shares or interests therein, the selling shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of common stock in the course of hedging the positions they assume. The selling shareholder may also, to the extent permitted under Rule
144 rather than105 of Regulation M promulgated under the Exchange Act, sell common stock short and deliver these shares to close out its short positions, or loan or pledge shares to broker-dealers that in turn may sell these shares. The selling shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to thisProspectus. Uponprospectus (as supplemented or amended to reflect such transaction).The selling shareholder and any
sale of the Shares offered hereby, the Selling Shareholder and participatingbroker-dealers or agents that are involved in sellingagentsthe shares may be deemed to be"underwriters" as that term is defined in“underwriters” within the meaning of the Securities Act inwhichconnection with such sales. In such event, anydiscounts, concessions orcommissions received bythem, which are not expected to exceed those customary in the types of transactions involved,such broker-dealers or agents and any profit onresalesthe resale of theSharesshares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.ToUnder applicable rules and regulations under the
extent required,Exchange Act, any person engaged in thespecific Shares to be sold, purchase price, public offering price,distribution of thenames of any such broker-dealer or selling agent and any applicable commission or discountshares may not simultaneously engage in market making activities with respect toa particular offerthe common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholder will beset forth in an accompanying Prospectus Supplement. In ordersubject tocomplyapplicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling shareholder or any other person. We will make copies of this prospectus available to the selling shareholder and have informed it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).We are required to pay all fees and expenses incident to the registration of the resale of the shares with the
securities laws ofSEC. We have also agreed to indemnify the selling shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act, in accordance with the registration. In addition, in certain statesif applicable,theShares may be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, Sharesshares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualificationrequirementsrequirement is available and is compliedwith under applicable state securities laws. The Company and the Selling Shareholderwith. We have agreedand hereafter may further agree,toindemnify each other and certain other persons, including broker-dealers, against certain liabilities in connection with any offeringuse our commercially reasonable efforts to keep the registration statement ofthe Common Stock, including liabilities arisingwhich this prospectus is a part continuously effective under the SecuritiesAct. SELLING SHAREHOLDER Michael E. CopeAct until the earlier of (i) the date that all shares covered by the registration statement have been sold or can be sold publicly without restriction or limitation under Rule 144 (including the requirement to maintain the availability of public information regarding us under Rule 144(c)(1)) or (ii) the date that isa founder, a director and former Chief Executive Officer of the Company. As of March 1, 1996 he beneficially owned 873,900 shares (including 122,500 shares issuable upon exercise of options), constituting 18% of the outstanding shares of Common Stock of the Company. 17,500 shares which may be acquired by Mr. Cope upon the exercise of certain non-qualified options are not being registered hereunder. All of the Shares being offered hereby are being offered by Mr. Cope. He has sole ultimate voting and investment power with respect to the shares owned by him.three years following August 13, 2014.LEGAL MATTERS
The validity of the
Common Stockshares of common stock offeredhereby is beingby this prospectus will be passed upon for us by theCompany and the Selling Shareholder bylaw firm of Gardere&WynneL.L.P., 3000 Thanksgiving Tower,Sewell LLP, Dallas, Texas.David H. Segrest, a partner of Gardere & Wynne, L.L.P., is a director of the Company and beneficially owned 54,400 shares of Common Stock as of March 1, 1996. 8EXPERTS
The audited consolidated financial statements
and schedule of the Company as of October 31, 1994, and 1995, and for each of the three years in the period ended October 31, 1995,incorporated by referenceor included herein,in this prospectus and elsewhere in the registration statement have beenauditedso incorporated byArthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included hereinreference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority ofsaidsuch firm as experts in accounting andauditingauditing.WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 under the Securities Act with the SEC. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in
giving said reports. Future consolidatedthe registration statement or the exhibits and schedules which are a part of the registration statement. For further information with respect to us and our shares, please refer to the registration statement and the exhibits and schedules filed with it, which are available from the SEC as described in the next paragraph.We also file reports, proxy statements, and
schedulesother information with the SEC to comply with the Exchange Act. The reports, proxy statements and other information we file may be inspected and copied at prescribed rates at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of theCompanySEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains registration statements, reports, proxy statements and other information regarding issuers like us that file electronically with thereports thereonSEC. The address ofArthur Andersen LLPthe SEC Internet site is www.sec.gov. You may also view our filings with the SEC on our internet site at www.iphase.com. The information on our website is not incorporated by reference into this prospectus.INFORMATIONINCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with the SEC under certain conditions, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be an important part of this prospectus and any prospectus supplement, and any information that we file with the SEC subsequent to this prospectus will automatically update and (as applicable) supersede this information. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC:
●
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on March 27, 2014;
●
Our definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2014;
●
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 6, 2014;
●
Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the SEC on August 14, 2014; and
●
Our Current Reports on Form 8-K filed with the SEC on February 5, 2014, March 27, 2014, May 6, 2014, May 8, 2014, May 22, 2014, July 9, 2014, August 7, 2014 and August 18, 2014.
●
The description of our Common Stock contained in our registration statement on Form 8-A filed with the SEC under the Exchange Act and effective on February 8, 1985, including any amendment or report filed for the purpose of updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of this prospectus, through the date declared effective, until the termination of the offering of shares contemplated by this prospectus shall be incorporated by reference into this prospectus; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed in accordance with the SEC rules. These documents that we file later with the SEC and that are incorporated by reference in this
Prospectusprospectus will automatically update information contained inreliance uponthis prospectus or that was previously incorporated by reference into this prospectus. You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information was included in this prospectus.We will provide to any person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the
authority ofinformation thatfirm as expertshas been incorporated by reference ingiving those reportsthis prospectus but not delivered with this prospectus, at no cost to theextent said firm has audited those financial statements and consentedrequesting party, upon request to us in writing or by telephone using theuse of their reports thereon. 9NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. _____________________ TABLE OF CONTENTS
PAGE ----Available Information....................................... 2 Incorporation of Certain Documents by Reference ............ 2 The Company................................................. 3 Risk Factors................................................ 5 Use of Proceeds............................................. 8 Plan of Distribution........................................ 8 Selling Shareholder......................................... 8 Legal Matters............................................... 8 Experts..................................................... 9856,400 Shares INTERPHASE CORPORATION Common Stock PROSPECTUS ________________________ , 1996following information: Interphase Corporation
Attention: Investor Relations
4240 International Parkway, Suite 105
Carrollton, Texas 75007
Telephone: (214) 654-5000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEMItem 14.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.Other Expenses of Issuance and Distribution.The following table sets forth
estimatedthe fees and expenses payable by the registrant in connection with the sale of the shares being registered hereby. The selling shareholder may incur additional expenses in connection with theissuancesale, such as underwriting discounts anddistribution of the securities being registered pursuant to this Registration Statement, other than underwriting compensation:
ITEM AMOUNT* ---- -------Securities and Exchange Commission (SEC) registration fee........... $ 3,581 Legal fees and expenses............................................. 25,000 Accounting fees and expenses........................................ 2,500 Miscellaneous....................................................... 919 Total............................................................. $32,000____________________ *commissions, which it will bear. Allexpensesamounts shown areestimated,estimates, except the SEC registration fee.All fees
SEC registration fee
$ 500 Accounting fees and expenses
10,000 Legal fees and expenses
75,000 Total
$ 85,500 Item 15. Indemnification of Directors and
expenses are being paid by the Selling Shareholder. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 2.02-1 of the Texas Business Corporation Act provides for indemnification of directors and officers in certain circumstances. In addition, the Texas Miscellaneous Corporation Laws Act provides that a corporation may amend itsOfficers.The registrant's Articles of Incorporation,
toas amended (the “Articles”), provide that no directorshallwill be liable to theRegistrantregistrant or its shareholders for any monetary damages for any act or omission in thedirector'sdirector’s capacity assuch, provided that the liability ofa director,is not eliminated or limited (i)except for liability (1) for any breach of thedirector'sdirector’s duty of loyalty to theRegistrantregistrant or its shareholders,(ii)(2) foractsany act oromissionsomission not in good faith or thatconstitute a breach of the director's duty to the Registrant or acts or omissions which involveinvolves intentional misconduct or a knowing violation of law,(iii)(3) for any transactionfromfor whichsuchthe director received an improperpersonalbenefit, whether or(iv)not the benefit resulted from an action taken within the scope of the director’s office, or (4) for any act or omission for which the liability ofthea director is expressly providedforbyan applicablestatute.Article XIII of the Registrant's Articles of Incorporation contains the foregoing amendment. Article VII of the Registrant's bylaws provides, in general,The registrant's Amended and Restated Bylaws (the “Bylaws”) provide that the
Registrant mayregistrant shall indemnify its directors and officers against any and all liability and reasonable expense that may be incurred by them in connection with or resulting from any proceeding of any kind, any appeal in any such proceeding, or any investigation that could lead to any such proceeding, all to the fullest extent permitted by Texas statutory or decisional law.AnChapter 8 of Title 1 of the Texas Business Organizations Code (the “TBOC”) permits a for-profit corporation to indemnify a director or an officer who was, is, or is threatened to be made a respondent in a proceeding because the person was or is a director or an officer if it is determined that such person (1) conducted himself in good faith, (2) reasonably believed (a) in the case of conduct in his official capacity as a director or an officer, that his conduct was in the corporation’s best interests, or (b) in any other case, that his conduct was at least not opposed to the corporation’s best interests, and (3) in the case of any criminal proceeding, had no reason to believe that his conduct was unlawful. A for-profit corporation may indemnify against a judgment and against any other reasonable expenses (including settlement amounts) actually incurred by the director or officer in connection with a proceeding. Also, the TBOC requires a for-profit corporation to indemnify a director or an officer (x) against reasonable expenses actually incurred by a director or an officer who is wholly successful, on the merits or otherwise, in defending a proceeding, and (y) to the extent that a court, in light of all relevant circumstances, orders indemnification.The Bylaws also require the registrant to pay or reimburse a director or an officer, in advance of the final disposition of a proceeding, all reasonable expenses incurred as a named defendant or respondent in a proceeding to the fullest extent permitted by Texas statutory or decisional law. The TBOC permits expenses to be so advanced by a for-profit corporation if the corporation receives (1) a written affirmation by the director or officer of his or her good-faith belief that he or she has met the standard of conduct necessary for indemnification and (2) a written undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it shall ultimately be determined that the director or officer is not entitled to be indemnified.
As permitted by the TBOC, the Bylaws further authorize the registrant to purchase and maintain insurance against liability asserted against a director or an officer incurred in such capacity and to enter into an agreement or other arrangement for the benefit of a director or an officer. The registrant maintains a directors’ and officers’ liability insurance policy
obtainedcovering its directors and officers in an amount that the registrant believes is appropriate. The registrant has also entered into an indemnification agreement with each of its directors and officers that requires the registrant to indemnify and advance expenses to the director or officer to the fullest extent permitted bythe Registrant provides forlaw and specifies certain procedures regarding such indemnification and advancement ofofficersexpenses.The various indemnification provisions and
directors of the Registrant andinsurance coverage may extend to certainother persons againstliabilitiesand expenses incurred by any of them in certain stated proceedings andundercertain stated conditions. II-1ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits *4.1 -- Specimen certificate representing Common Stock, no par value, of the Company *5.1 -- Legal Opinion of Gardere & Wynne, L.L.P. *23.1 -- Consent of Arthur Andersen LLP 23.2 -- Consent of Gardere & Wynne, L.L.P. (set forth in Exhibit 5.1) 24.1 -- Power of Attorney (set forth on pages II-4 and II-5) _______________ * filed herewith ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) ofthe Securities Actof 1933; (ii) To reflectand other securities laws. See paragraph (c) in “Item 17 Undertakings.” below for the SEC’s position regarding certain indemnification provisions.Item 16. Exhibits.
The exhibits listed in the
prospectus any factsaccompanying Exhibit Index are filed orevents arising after the effective dateincorporated by reference as part ofthethis registration statement(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;on Form S-3.Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of shares offered (if the total dollar value of shares offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however,that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)
To include any material information with respect to the planofdistribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and (ii) abovethis section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained inperiodicreports filed with or furnished to the Commission by theRegistrantregistrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference inthis registration statement. (2) That, forthepurpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a newregistration statement,relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a)orsection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) thatisincorporated by reference in the Registration Statement shall be deemed to be a new II-2registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (6) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A andcontained in a form of prospectus filedby the Companypursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to bethat is part ofthis Registration Statement as ofthetime it was declared effective. (7) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a newregistrationstatement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the shares offered therein, and the offering of such shares at that time shall be deemed to be the initialbona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the shares being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other then prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the shares offered therein, and the offering of such shares at that time shall be deemed to be the initialbona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the shares being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Companyregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused thisRegistration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City ofDallas,Carrollton, State of Texas, onApril 1, 1996. INTERPHASE CORPORATION By: /s/ R. STEPHEN POLLEY --------------------------------- R. Stephen Polley POWER OF ATTORNEY Eachthe 3rd day ofthe undersigned hereby appoints Stephen Polley and Robert L. Drury, and each of them (with full power in each to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place, and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933 any and all amendments and exhibits to this Registration Statement and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.September, 2014.
INTERPHASE CORPORATION
By:
/s/ Gregory B. Kalush
Gregory B. Kalush
Chairman of the Board, Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statementregistration statement has been signed by the following persons in the capacitiesindicatedand onApril 1, 1996.the dates indicated.
NAME TITLE ---- -----/s/ R. STEPHEN POLLEY President,Signature
Title
Date
/s/ Gregory B. Kalush
Chairman of the Board and Director,Chief Executive Officer and
- ------------------------------ Chairman of the Board of Directors R. Stephen Polley (PrincipalPresidentSeptember 3, 2014
Gregory B. Kalush
(Principal Executive Officer) /s/ ROBERT L. DRURYOfficer)/s/ Thomas N. Tipton, Jr.
Chief Financial Officer, Secretary,Vice President of Finance
Chief - ------------------------------and TreasurerSeptember 3, 2014
Thomas N. Tipton, Jr.
(Principal Financial andAccounting Officer) *
Director
September 3, 2014
Mark D. Kemp
*
Director
September 3, 2014
Michael J. Myers
*
Director
September 3, 2014
Kenneth V. Spenser
*
Director
September 3, 2014
Christopher B. Strunk
* By: /s/ Thomas N. Tipton, Jr.
September 3, 2014
Thomas N. Tipton, Jr.
Attorney-in-fact
EXHIBIT INDEX
The following exhibits are filed as part of, or are incorporated by reference into, this Registration Statement on Form S-3:
Exhibit No.
Description
3.1
Articles of Incorporation of the registrant, including all amendments (filed as Exhibit 3(a) to Annual Report on Form 10-K filed on March 21, 2011, and
Treasurer Robert L. Drury (Principal Financial Officerincorporated herein by reference).3.2
Amended and
Accounting Officer) /s/ MICHAEL E. COPE Director - ------------------------------ Michael E. Cope /s/ DALE CRANE Director - ------------------------------ Dale CraneII-4/s/ JAMES F. HALPIN Director - ------------------------------ James F. Halpin /s/ PAUL N. HUG Director - ------------------------------ Paul N. Hug - ------------------------------ Director Robert H. Lyon /s/ DAVID H. SEGREST Director - ------------------------------ David H. Segrest - ------------------------------ Director S. Thomas Thawley II-5INDEX TO EXHIBITS
SEQUENTIALLY NUMBERED PAGE ------------*4.1 -- Specimen certificate representingRestated Bylaws of the registrant (filed as Exhibit 3.1 to Current Report on Form 8-K filed on July 31, 2007, and incorporated herein by reference).5.1*
Opinion ofGardere Wynne Sewell LLP.
10.1
Common Stock
no par value, ofPurchase Agreement between theCompany *5.1 -- Legal Opinion of Gardere & Wynne, L.L.P. *23.1 --registrant and Hodges Small Cap Fund dated August 13, 2014 (filed as Exhibit 10.1 to Current Report on Form 8-K filed on August 18, 2014, and incorporated herein by reference).10.2
Registration Rights Agreement between the registrant and Hodges Small Cap Fund dated August 13, 2014 (filed as Exhibit 10.2 to Current Report on Form 8-K filed on August 18, 2014, and incorporated herein by reference).
23.1*
Consent of
Arthur Andersen LLP 23.2 --Grant Thornton LLP.23.2*
Consent of Gardere
&WynneL.L.P. (set forthSewell LLP (included in Exhibit 5.1)24.1 --.24.1*
Power of Attorney
(set forth(included onpages II-4 and II-5)signature page hereto)._______________*
filed herewith
13