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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2001 Commission File Number 0-13071
INTERPHASE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1549797
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13800 SENLAC, DALLAS, TEXAS 75234
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(214) 654-5000 Securities registered pursuant to
Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF CLASS
Common Stock, $.10 par value
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 4, 2002 was approximately $27,312,000. As of March 4, 2002,
registrant had 5,598,805 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference into this annual
report on Form 10-K Report: Portions of the Definitive Proxy Statement for
Annual Meeting of Shareholders to be held on May 1, 2002 (Part III).
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This Form 10-K/A amends the Company's Form 10-K405 filed on March 26, 2002 as
follows:
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as to the number of shares of
Common Stock of the Company beneficially owned as of March 4, 2002 by (i) each
person who is known to the Company to own beneficially more than 5% of the
outstanding Common Stock of the Company, (ii) certain executive officers and
each director of the Company and (iii) all executive officers and directors as a
group. Each of the owners named below has sole voting and investment power with
respect to the shares of Common Stock beneficially owned by him or it unless
otherwise indicated.
<Table>
<Caption>
Name and address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
------------------ -------------------- ----------
Gregory B. Kalush 329,830 (1)(2) 5.9%
S. Thomas Thawley 276,959 (1) 4.9%
Steven P. Kovac 93,335 (1) 1.7%
David H. Segrest 52,000 (1) 0.9%
Paul N. Hug 48,000 (1) 0.9%
James F. Halpin 42,000 (1) 0.8%
William R. Voss 41,000 (1) 0.7%
Randall D. Ledford 20,000 (1) 0.4%
All executive officers and directors
as a group (8 persons) 903,124 (3) 16.1%
Royce & Associates, Inc.
1414 Avenue of the Americas
New York, NY 10019 446,000 8.0%
Joseph Harrosh
40900 Grimmer Blvd
Freemont, CA 94538 353,400 6.3%
</Table>
(1) Includes vested options to purchase Common Stock with exercise prices
ranging from $4.38-$23.00 per share (fair market value on the
respective dates of grant) as follows: Mr. Kalush, 248,501 shares; Mr.
Thawley, 50,334 shares; Mr. Kovac, 93,335 shares; Mr. Segrest, 47,000
shares; Mr. Hug, 47,000 shares; Mr. Halpin, 35,000 shares; Mr. Voss,
40,000 shares and Mr. Ledford, 20,000 shares.
(2) Includes beneficial ownership of shares due to voting rights on shares
held by Motorola (81,329 shares).
(3) Includes 581,170 shares that may be acquired upon exercise of vested
stock options.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERPHASE CORPORATION
Date: April 22, 2002 By: /s/ Gregory B. Kalush
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Gregory B. Kalush
Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 22, 2002.
<Table>
<Caption>
Name Title
---- -----
/s/ Gregory B. Kalush Chairman of the Board,
--------------------------------------- Chief Executive Officer and President
Gregory B. Kalush (Principal executive officer)
/s/ Steven P. Kovac Chief Financial Officer, Treasurer and
--------------------------------------- Vice President of Finance
Steven P. Kovac (Principal financial officer)
/s/ James F. Halpin Director
---------------------------------------
James F. Halpin
/s/ Paul N. Hug Director
---------------------------------------
Paul N. Hug
/s/ Randall D. Ledford Director
---------------------------------------
Randall D. Ledford
/s/ David H. Segrest Director
---------------------------------------
David H. Segrest
/s/ S. Thomas Thawley Vice Chairman, Director
--------------------------------------- and Secretary
S. Thomas Thawley
/s/ William R. Voss Director
---------------------------------------
William R. Voss
</Table>
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