Room 4561
September 13, 2005
Mr. Gregory B. Kalush
Chief Executive Officer
Interphase Corporation
Parkway Center I
2901 North Dallas Parkway
Suite 200
Plano, TX 75093
Re: Interphase Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 18, 2005
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
Filed August 15, 2005
File No. 000-13071
Dear Mr. Kalush:
We have reviewed the above referenced filings and have the
following comments. Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure. Please be as detailed as necessary in your
explanation. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Note 1. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
1. Disclosure on page 7 indicates that you provide technical
support
to your customers. Describe the nature and material terms of your
technical support offering, including whether it is included with
the
cost of your products and services or sold separately, whether it
is
renewable and your policy for recognizing revenue for this
service.
Tell us what consideration you gave to including this information
in
your policy disclosures.
2. Tell us whether all software packages sold by you require
modification or customization and whether all such arrangements
are
accounted for on a percentage of completion basis. If you sell
software packages that do not require modification or
customization
tell us the authoritative literature you apply in accounting for
the
sale of these packages and your revenue recognition policy.
Form 10-Q for the Fiscal Quarter Ended June 30, 2005
Item 4. Controls and Procedures, page 18
3. We note your disclosure that your "management, under the
supervision of the Chief Executive Officer and Chief Financial
Officer, performed an evaluation of the effectiveness of the
design
and operation of the Company`s disclosure controls and procedures
as
of the end of the period covered by this quarterly report" and
that
"the CEO and CFO concluded that the Company`s disclosure controls
and
procedures are effective." Clarify, if true, that your officers
concluded that your disclosure controls and procedures are
designed,
and are effective, to give reasonable assurance that the
information
required to be disclosed by the Company in reports that it files
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms
of
the SEC. In addition, tell us whether your officers concluded
that
your disclosure controls and procedures are also effective to
ensure
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your chief executive officer and
chief
financial officer, to allow timely decisions regarding required
disclosure. We refer you to Exchange Act Rule 13a-15(e). Tell us
what consideration you gave to including this information in your
disclosure under Item 4.
******
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. You may wish to
provide us with marked copies of the amendment to expedite our
review. Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information. A detailed cover letter greatly facilitates our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact April Coleman, Staff Accountant, at (202)
551-
3458, Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3499 if you have questions regarding these
comments.
Sincerely,
Kathleen Collins
Accounting Branch Chief
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Mr. Gregory B. Kalush
Interphase Corporation
September 13, 2005
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