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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 13, 2002
INTERPHASE CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 75-1549797
(State of incorporation) (IRS Employer Identification No.)
13800 SENLAC, DALLAS, TEXAS 75234
(Address of principal executive offices)
(214) 654-5000
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
On June 13, 2002, the Audit Committee of the Board of Directors of Interphase
Corporation ("Interphase") authorized (1) the engagement of
PricewaterhouseCoopers LLP as the independent auditors for Interphase for the
calendar year 2002 and (2) the dismissal of Interphase's existing independent
auditors, Arthur Andersen LLP ("Andersen").
During the two fiscal years ended December 31, 2001, and the subsequent interim
period through June 13, 2002, the date of the dismissal of Andersen, (1) there
were no disagreements with Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Andersen, would have
caused Andersen to make reference in connection with its report to the subject
matter of the disagreement and (2) Andersen has not advised Interphase of any
reportable events as defined in paragraphs (A) through (D) of Regulation S-K
Item 304 (a)(1)(v).
The accountant's report of Andersen on the consolidated financial statements of
Interphase and its subsidiaries as of and for the years ended December 31, 2001
and 2000 did not contain any adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles. A letter from Andersen is attached hereto as Exhibit 16.1.
During the two fiscal years ended December 31, 2001, and the subsequent interim
period through June 13, 2002, PricewaterhouseCoopers LLP has not been consulted
by Interphase, or by anyone on Interphase's behalf, regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the financial statements of Interphase.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
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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, thereunto duly authorized.
INTERPHASE CORPORATION (Registrant)
Date: June 19, 2002 By: /s/ Steven P. Kovac
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Steven P. Kovac
Chief Financial Officer and
Vice President of Finance
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
16.1 Letter of Arthur Andersen LLP regarding change in
certify accountant.
</Table>