UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 29, 2021
INTRICON CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Pennsylvania | | 1-5005 | | 23-1069060 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1260 Red Fox Road, Arden Hills, MN 55112 |
| (Address of principal executive offices) (Zip Code) |
| |
| Registrant’s telephone number, including area code (651) 636-9770 |
| |
N/A |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $1.00 per share | IIN | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, on October 29, 2021, Ellen Scipta stepped down as chief financial officer of Intricon Corporation (the "Company") to pursue other opportunities.
On November 14, 2021, the Company and Ms. Scipta entered into a Separation Agreement and General Release of Claims (the "Separation Agreement"), which became effective upon the expiration of the 15-day revocation period required under applicable law. Under the Separation Agreement, the Company will provide Ms. Scipta the following:
| | • | | a separation payment totaling $380,000, payable in 26 consecutive equal installments, less applicable withholdings, in accordance with the Company's standard payroll practices; |
| | • | | payment of up to an aggregate of $10,000 for outplacement services; |
| | • | | the vesting of 15,251 previous granted restricted stock units held by Ms. Scipta, less applicable withholdings; and |
| | • | | the continuation of 1,326 previously granted performance restricted stock units held by Ms. Scipta, subject to vesting upon achievement of the targets under the award. |
The Separation Agreement also contains a release of claims against the Company and related persons.
SIGNATURES
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.
| | INTRICON CORPORATION |
| | | |
| | By: | /s/ Scott Longval |
| | Name: | Scott Longval |
| | Title: | President and Chief Executive Officer |
Date: December 1, 2021
