- Securities Registration: Employee Benefit Plan (S-8)
August 06 2010 - 11:56AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on August 6,
2010
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Registration No. 333-_____
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
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UNDER
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THE SECURITIES ACT OF 1933
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INTRICON CORPORATION
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-1069060
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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1260 Red Fox Road, Arden Hills, MN
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55112
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2006 Equity Incentive Plan, as amended
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(Full
title of the Plan)
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Scott Longval, Chief Financial Officer
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IntriCon Corporation
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1260 Red Fox Road, Arden Hills, MN 55112
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(Name
and address of agent for service)
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(651) 636-9770
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(Telephone number, including area code, of agent for service)
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Copy to:
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Francis E. Dehel
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Blank Rome LLP
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One Logan Square, 18
th
& Cherry Streets
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Philadelphia, PA 19103
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Telephone: (215) 569-5500
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Facsimile: (215) 832-5532
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Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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(Do not check if a smaller
reporting company)
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Smaller reporting
company
x
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered
(1)(3)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate offering
price (2)
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Amount of
registration
fee
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Common
stock, par value $1.00 per share
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250,000
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$5.07
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$1,267,500
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$90.37
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(1)
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Represents
additional shares issuable under the registrants 2006 Equity Incentive Plan
(Plan) as a result of an amendment to the Plan in 2010 (the Amendment).
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(2)
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Calculated
solely for the purpose of determining the registration fee pursuant to Rule
457(c) and Rule 457(h)(1) of the Securities Act of 1933, as amended, based
upon the average of the high and low prices of the registrants common stock
as reported on the Nasdaq Global Market on August 4, 2010.
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(3)
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Pursuant to
Rule 416 under the Securities Act of 1933, as amended, this registration
statement also includes such indeterminate number of shares of Common Stock
as may be issued pursuant to certain anti-dilution provisions contained in
the Plan.
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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 250,000 shares of its common stock which, pursuant to the
Amendment, are issuable upon the grant or exercise of awards under the Plan. These
250,000 shares are in addition to the 1,217,500 shares of the registrants
common stock which were previously registered pursuant to the registrants
Registration Statement on Form S-8 (Commission File No. 333-134256) filed with
the Securities and Exchange Commission (the SEC) on May 18, 2006 (the Prior
Registration Statement). Pursuant to Instruction E of Form S-8, the contents
of the Prior Registration Statement are hereby incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8.
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Exhibits.
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5.1
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Opinion of Blank Rome LLP.
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10.1
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2006 Equity Incentive
Plan, as amended (management contract, compensatory plan or arrangement)
(incorporated by reference from Appendix A to the Companys proxy statement
filed with the SEC on March 15, 2010).
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23.1
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Consent of Baker Tilly
Virchow Krause, LLP.
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23.2
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Consent of Blank Rome LLP
(included in Exhibit 5.1).
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24.1
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Power of Attorney
(included on signature page of this registration statement).
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3
SIGNATURES
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 August 6, 2010.
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INTRICON
CORPORATION
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By:
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/s/ Scott
Longval
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Scott Longval
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Chief Financial Officer
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KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark S. Gorder and Scott Longval, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, 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 other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
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S
IGNATURE
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T
ITLE(S)
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D
ATE
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/s/ Michael J. McKenna
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Chairman of the Board
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August 6, 2010
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Michael J. McKenna
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/s/ Nicholas A. Giordano
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Director
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August 6, 2010
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Nicholas A. Giordano
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/s/ Robert N. Masucci
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Director
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August 6, 2010
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Robert N. Masucci
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/s/ Philip N. Seamon
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Director
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August 6, 2010
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Philip N. Seamon
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/s/ Mark S. Gorder
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Chief Executive Officer
(Principal
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August 6, 2010
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Mark S. Gorder
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Executive Officer) and
Director
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/s/ Scott Longval
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Chief Financial Officer
(Principal
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August 6, 2010
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Scott Longval
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Accounting Officer and
Principal
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Financial Officer)
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4
INDEX TO EXHIBITS
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Exhibit No.
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Description of Exhibit
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5.1
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Opinion of Blank Rome LLP.
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10.1
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2006 Equity Incentive
Plan, as amended (management contract, compensatory plan or arrangement)
(incorporated by reference from Appendix A to the Companys proxy statement
filed with the SEC on March 15, 2010).
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23.1
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Consent of Baker Tilly
Virchow Krause, LLP.
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23.2
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Consent of Blank Rome LLP
(included in Exhibit 5.1).
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24.1
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Power of Attorney
(included on signature page of this registration statement).
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