As filed with the Securities and Exchange Commission on March 28, 2022
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTRICON CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania | 23-1069060 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
| 1260 Red Fox Road, Arden Hills, MN | 55112 |
| (Address of Principal Executive Offices) | (Zip Code) |
| Amended and Restated 2015 Equity Incentive Plan, as amended |
| (Full title of the plan) |
Scott Longval, President and Chief Executive Officer
IntriCon Corporation
1260 Red Fox Road, Arden Hills, MN 55112
(Name and address of agent for service)
(651) 636-9770
(Telephone number, including area code, of agent for service)
Copy to:
Francis E. Dehel
Melissa Palat Murawsky
Blank Rome LLP
One Logan Square, 18th & Cherry Streets
Philadelphia, PA 19103
Telephone: (215) 569-5500
Facsimile: (215) 832-5532
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant hereby makes the following statement: This Registration Statement on Form S-8 is being filed by the Registrant to register an additional 500,000 shares of its common stock which, pursuant to an amendment to the Registrant’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”), are issuable upon the grant, exercise or vesting of awards under the Plan. These 500,000 shares are in addition to the (i) 500,214 shares of the Registrant’s common stock which were previously registered pursuant to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-204123) filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2015, and (ii) 1,020,538 shares of the Registrant’s common stock which were previously registered by the Registrant and as to which the Registrant filed with the SEC a Post-Effective Amendment No. 1 to the Registrant’s Registration Statements on Form S-8 (Commission File Nos. 333- 134256, 333-168586 and 333-181160) on July 26, 2018 (the Registration Statements listed in (i) and (ii) collectively referred to as the “Prior Registration Statements”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on March 28, 2022.
| INTRICON CORPORATION | ||
| By: | /s/ Scott Longval | |
| Scott Longval | ||
| President and Chief Executive Officer | ||
Each of the undersigned officers and directors of the Company hereby constitutes and appoints Scott Longval and Annalee Lutgen, and each of them, as his or her true and lawful attorneys-in-fact and agents, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-facts and agents full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title(s) | Date | |||
| /s/ Nicholas A. Giordano | Director | March 28, 2022 | |||
| Nicholas A. Giordano | |||||
| /s/ Mark S. Gorder | Director | March 28, 2022 | |||
| Mark S. Gorder | |||||
| /s/ Raymond O. Huggenberger | Director | March 28, 2022 | |||
| Raymond O. Huggenberger | |||||
| /s/ Kathleen P. Pepski | Director | March 28, 2022 | |||
| Kathleen P. Pepski | |||||
| /s/ Heather D. Rider | Director | March 28, 2022 | |||
| Heather D. Rider | |||||
| /s/ Philip I. Smith | Director | March 28, 2022 | |||
| Philip I. Smith | |||||
| /s/ Scott Longval | President and Chief Executive Officer (Principal Executive Officer) and Director | March 28, 2022 | |||
| Scott Longval | |||||
| /s/ Annalee Lutgen | Interim Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) | March 28, 2022 | |||
| Annalee Lutgen |
