UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PRUSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): September 930, 2015

INTERPHASE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Texas ________ (State or Other Jurisdiction of Incorporation)

1-35267	~~1-35267~~	75-1549797		~~75-1549797~~
(Commission File Number)			(IRS Employer Identification No.)
______		__________
(Commission File Number)		(IRS Employer Identification No.)

4240 International Parkway, Suite 105, Carrollton, Texas	~~4240 International Parkway, Suite 105, Carrollton, Texas~~	75007		~~75007~~
(Address of Principal Executive Offices)			(Zip Code)
_________________________________________		_______
(Address of Principal Executive Offices)		(Zip Code)

	(214) 654-5000
(Registrant’s Telephone Number, Including Area Code)
	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

(214) 654-5000

______________

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

______________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(C))

Item 1.0103. ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

On September 930, 2015, Interphase Corporation (the “Company”) ~~entered~~ceased ~~into~~operations anand ~~Asset~~commenced ~~Purchase~~bankruptcy ~~Agreement~~proceedings (the “~~Agreement”)~~Chapter ~~with~~7 ~~Nokia Solutions and Networks Oy (“Nokia~~Case”) ~~under~~by ~~which~~filing ~~the~~a ~~Company~~voluntary ~~agreed~~petition tofor ~~sell~~relief tounder ~~Nokia~~ the ~~rights~~provisions toof ~~specific~~Chapter ~~inventory,~~7 ~~testing~~of ~~devices,~~Title ~~machines,~~11 ~~fixed~~of ~~assets,~~the ~~fixtures~~United ~~and~~States ~~other assets~~Code, ~~intellectual~~11 ~~property,~~U.S.C. ~~software~~§§101 ~~programs~~et ~~and~~seq. ~~firmware,~~(the ~~embedded software and other software required for development~~“Code”), ~~manufacturing,~~to ~~testing,~~initiate ~~operation~~an ~~and~~orderly ~~repair,~~liquidation ~~source~~of ~~code~~the ~~level~~assets ~~system~~of ~~documentation,~~the ~~comment~~Company. ~~and~~The ~~procedural~~Chapter ~~code~~7 ~~(the~~Case ~~“Assets”)~~was ~~related~~filed toin the ~~specific~~United ~~networking~~States ~~products~~Bankruptcy ~~commonly~~Court ~~known~~for ~~as SCNAM-B and SCNAM-C (~~the ~~“Products”)~~Eastern ~~for~~District ~~an aggregate purchase price~~ of ~~$833~~Texas,~~000~~ inSherman ~~cash~~Division. ~~(the~~As ~~“Purchase~~a ~~Price”).~~result ~~Under~~of the ~~Agreement~~filing, ~~the~~a ~~Assets~~Chapter 7 trustee will be ~~transferred~~appointed ~~and~~in the ~~Purchase~~Chapter ~~Price~~7 ~~will~~Case be(the ~~paid~~“Chapter at7 ~~a closing~~Trustee”), ~~which~~and isthe ~~scheduled~~assets ~~for~~of ~~September~~the ~~23,~~Company ~~2015,~~will ~~but which may~~ be ~~changed~~liquidated byin ~~the~~accordance ~~parties’~~with ~~agreement (~~the ~~“Closing”)~~Code.

~~The~~Item Products, which would have otherwise generated a substantial part of the future revenues for the Company’s communications networking business, are those that the Company regularly sells to Nokia, and the Assets (including intellectual property rights) relate to the development and production of those Products2. ~~The Products are sold to Nokia under an existing product-purchase agreement between the Company and Nokia that was entered into in the ordinary course of business~~04. ByTriggering ~~selling~~Events ~~the~~That ~~Assets~~Accelerate toor ~~Nokia~~Increase under the Agreement, the Company will no longer be able to produce and sell those particular Products to Nokia and derive revenues from such sales. The Company’s quarterly gross margins from sales of the Products have ranged from approximately 60% of the Purchase Price a ~~year~~Direct ~~ago~~Financial toObligation ~~approximately~~or ~~30%~~Obligation ofUnder the Purchase Price in the Company’s most recently completed fiscal quarter. The Company expects gross margin contribution from the Products would have continued to decrease in the future. The Company believes that the sale of the Assets (1) is more beneficial to the Company than the exercise by Nokia of certain rights they secured regarding the Assets under existing product-development and product-purchase agreements, which likely would have resulted only in an immaterial manufacturing information packaging fee and certain future royalties to the Company, and (2) will benefit the Company by, in part, effecting the Company’s transition from its communications networking business to its penveuOff-~~related~~Balance ~~business~~Sheet ~~and, if the Closing occurs, by the Company’s receipt of cash that it can use to pursue its penveu-related business~~Arrangement.

The ~~Agreement~~filing ~~contains~~of ~~commercially~~the ~~typical~~Chapter ~~representations~~7 ~~and~~Case ~~warranties,~~described ~~covenants~~in Item 1.03 above constitutes an event of default under that certain Commercial Lease dated August 22, 2013 between Denley Investment and ~~indemnification~~Management ~~obligations~~Company and the Company (the “Lease”). An event of default under the ~~parties~~Lease entitles the landlord to pursue certain remedies, as described in the Lease. ~~Under~~The total amount of the ~~Agreement~~remaining rental payments under the Lease, over the ~~Closing~~remaining is113 ~~subject~~months toof ~~various~~the ~~customary~~term ~~closing~~of ~~conditions~~the Lease, ~~which~~is ~~include~~$4,359,081; ~~(among~~and ~~other~~under ~~things~~the Lease, the landlord may seek to collect an amount equal to (1) the ~~termination~~present discounted value of such total amount, minus (2) the ~~existing~~present ~~agreements~~fair ~~between~~market value of the ~~Company~~leased ~~and~~premises ~~Nokia~~similarly discounted. Any efforts to enforce the landlord’s remedies are automatically stayed as a result of the commencement of the Chapter 7 Case, however.

~~The~~Item Agreement may be terminated before the Closing by mutual agreement of the Company and Nokia or by either the Company or Nokia if (1) the other party breaches any of its representations, warranties, covenants, or agreements in the Agreement and such breach is not cured within five days after written notice of such breach, or (2).05. ~~any~~Costs ~~condition~~Associated ~~precedent~~with toExit ~~the Closing is not satisfied,~~ or itDisposal ~~appears that that any such condition will not be satisfied, in either case for any reason other than the terminating party’s breach, by September 25, 2015~~Activities.

~~The~~Immediately ~~foregoing~~after ~~description~~the filing of the ~~Agreement~~Chapter is7 aCase, ~~summary~~the ~~and~~Company ishad ~~qualified~~no inemployees. ~~its~~The ~~entirety~~Company byhas ~~reference~~incurred tocharges ~~the~~for ~~Agreement~~one-time ~~itself,~~employment atermination ~~copy~~benefits, ofpaid ~~which will be filed as an exhibit~~ to ~~the~~certain ~~Company’s~~non-officer ~~Quarterly~~employees, ~~Report~~of onapproximately ~~Form~~$300,000, ~~10-Q~~most ~~for~~of ~~the~~which ~~quarter~~were ~~ending~~cash ~~September 30, 2015~~expenditures.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Each of the directors of the Company, Mr. Gregory B. Kalush, Mr. Mark D. Kemp, Mr. Michael J. Myers, Mr. Kenneth V. Spenser and Mr. Christopher B. Strunk, resigned as a member of the Company’s Board of Directors effective immediately after the filing of the Chapter 7 Case. The resignations are not the result of any disagreement with the Company regarding the Company’s operations, policies, or practices, but are because of the filing of the Chapter 7 Case. The Chapter 7 Trustee will assume control over the assets of the Company, effectively eliminating the authority and powers of the Board of Directors of the Company.

Concurrent with resigning from the Board of Directors, Mr. Gregory B. Kalush also resigned from his other positions with the subsidiaries of the Company, in each case effective immediately after filing the Chapter 7 Case.

Each of the officers of the Company, Mr. Gregory B. Kalush, Chief Executive Officer and President, Ms. Jennifer J. Kosharek, Chief Financial Officer, Vice President of Finance, Secretary and Treasurer, and Mr. Yoram Solomon, Vice President of Corporate Strategy and Business Development, ceased to be officers and employees of the Company effective immediately after the filing of the Chapter 7 Case. The appointment of the Chapter 7 Trustee will effectively eliminate the authority and powers of the officers of the Company to act on behalf of the Company. Before the filing of the Chapter 7 Case, the Board of Directors of the Company terminated the employment of Mr. Kalush, Ms. Kosharek, and Mr. Solomon without cause under their respective employment agreements with the Company effective immediately after the filing of the Chapter 7 Case. However, each of Mr. Kalush and Ms. Kosharek has committed to render reasonable assistance to the Chapter 7 Trustee as may be reasonably required.

Item 8.01. Other Events.

On September 30, 2015, the Company issued a press release in connection with the Chapter 7 Case described in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release issued by the Company dated September 30, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Interphase Corporation
	By:	/s/ Jennifer J. Kosharek
Date: September 11, 2015	Title:	Chief Financial Officer, Secretary Vice President of Finance and Treasurer
Date: September 30, 2015	Title:	Chief Financial Officer, Secretary
		Vice President of Finance and Treasurer

EXHIBIT INDEX

Exhibit 99.1 Press Release dated September 30, 2015 (filed herewith)

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