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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 8-K

 

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 2.02Results of Operations and Financial Condition.

 

The following information is being provided pursuant to Item 2.02. Such information, including Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

On October 29, 2021, Intricon Corporation (the “Company”) announced preliminary revenues for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

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

 

On October 29, 2021, Ellen Scipta stepped down as chief financial officer of the Company so that she could pursue other opportunities. The Company expects to enter into a separation agreement with Ms. Scipta; however, the details of the separation agreement have not been finally determined at this time. The Company will provide a description of such separation agreement in a future filing with the Securities and Exchange Commission following its execution.

 

Annalee Lutgen, the Company’s current Treasurer and Director of Finance, will serve as interim Chief Financial Officer, effective October 29, 2021, while the Company conducts its search for a permanent replacement.

 

Ms. Lutgen, age 40, joined the Company in April 2010 as Corporate Controller and was promoted to Director of Finance in 2013 and appointed as Treasurer in 2019. Prior to joining the Company, Ms. Lutgen was a manager with Grant Thornton. She is a Certified Professional Accountant (Minnesota) and holds an MBA from St. Cloud State University. The Company has not yet made any determination with respect to additional compensation payable to Ms. Lutgen as a result of her increased responsibilities.

 

A copy of the press release announcing these changes is furnished as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7.01Regulation FD Disclosure.

 

The following information is being provided pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Exchange Act.

 

The information contained under Item 2.02 is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

  Exhibit No.   Description
  99.1   Press Release dated October 29, 2021.

 

 

 

 

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: October 29, 2021

 

 

 

 

Exhibit 99.1

 

 

 

Intricon Announces CFO Departure and Preliminary Third Quarter 2021 Revenue

 

ARDEN HILLS, Minn. October 29, 2021 -- Intricon Corporation (NASDAQ: IIN), an international joint development manufacturer engaged in designing, developing, engineering, manufacturing, and packaging miniature interventional, implantable and body-worn medical devices, announced today that Ellen Scipta has stepped down from her position as Chief Financial Officer, effective October 29, 2021. Annalee Lutgen, current Treasurer and Director of Finance, will serve as interim Chief Financial Officer effective upon Ms. Scipta’s resignation as the company conducts its search for a permanent replacement.

 

“We appreciate the contributions Ellen has made to Intricon during her tenure here and wish her well in future endeavors,” said Scott Longval, CEO.

 

“Given Annalee’s strong knowledge of our business and financial reporting standards following a nearly 12-year tenure with Intricon, I have great confidence in her ability to lead the finance team on an interim basis as we recruit a new chief financial officer,” added Longval.

 

Ms. Lutgen joined Intricon in 2010 as Corporate Controller and has since gained increasing responsibility for the accounting and finance functions of the company. Prior to joining Intricon, Ms. Lutgen was a manager with Grant Thornton. She is a Certified Professional Accountant (Minnesota) and holds an MBA from St. Cloud State University.

 

Ms. Scipta’s departure is not related to any disagreement with the company’s accounting principles or practices or financial statement disclosures.

 

Preliminary Third Quarter Revenue Results

Intricon expects preliminary revenue of approximately $31.1 million for the three months ended September 30, 2021, a 13.5% increase compared to the prior year period. The company plans to release its full 2021 third quarter results on Monday, November 8, 2021, after market close. Following the release, Intricon’s management team will host a conference call beginning at 4:00 p.m. CT/5:00 p.m. ET.

 

 

Forward-Looking Statements
Statements made in this release and in Intricon’s other public filings and releases that are not historical facts or that include forward-looking terminology, including estimates of future results, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be affected by known and unknown risks, uncertainties and other factors that are beyond Intricon’s control, including without limitation, the impacts of the COVID-19 pandemic and measures taken in response, and may cause Intricon’s actual results, performance or achievements to differ materially from the results, performance and achievements expressed or implied in the forward-looking statements. These risks, uncertainties and other factors are detailed from time to time in the company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2020. The company disclaims any intent or obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available, future developments occur or otherwise.

 

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About Intricon Corporation
Intricon is a joint development manufacturer that integrates micromedical components and assemblies to advance technology across a range of device platforms for global customers. Intricon approaches each engagement with an all-in commitment, working with customers every step of the way- from the earliest idea stages to ongoing production - in order to advance program performance and deliver results. With a focus on key device platforms, Intricon helps advance clinical outcomes by always looking ahead with proactive support and resources through integration of its core competencies. Intricon has facilities in the United States, Asia and Europe. The company’s common stock trades under the symbol “IIN” on the NASDAQ Global Market.

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Investor Contact
Leigh Salvo
(415) 937-5404 
investorrelations@intricon.com

 

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