8-K

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)    August 23, 2005

INTRICON CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction
of incorporation) 1-5005
(Commission
File Number) 23-1069060
(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

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant

(a)    Previous independent accountants

        (i)        On August 23, 2005, IntriCon Corporation (the “Company”) dismissed KPMG LLP (“KPMG”) as its independent registered public accountants. The Company’s Audit Committee made and approved the decision to change the independent registered public accountants.

        (ii)       The reports of KPMG on the Company’s financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except that the reports for the past two fiscal years included a separate paragraph which indicated that the Company restated its consolidated financial statements as of and for the years ended December 31, 2004 and 2003.

        (iii)       In connection with its audits for the two most recent fiscal years and through August 23, 2005, there have been no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference thereto in their report on the financial statements for such years.

        (iv)       During the two most recent fiscal years and through August 23, 2005, there have been no reportable events (as defined in Regulation S-K Item 304 (a)(1)(v)), except that on June 28, 2005, KPMG advised the Company’s audit committee of the following matters involving internal controls that KPMG considered to be a material weakness:

During 2005, the Company restated its consolidated financial statements for the years 2000 through 2004 to correct the accounting for certain research and development expenditures that were erroneously capitalized to the balance sheet. The errors in accounting were mainly due to a lack of knowledge of U.S. generally accepted accounting principles (“U.S. GAAP”) in the Company’s Singapore location. In addition, a thorough review of the Company’s Singapore financial statements for compliance with U.S. GAAP was not performed on a timely basis by the Company’s corporate personnel.

        The subject matter of this deficiency was discussed with the Chairman of the Audit Committee and representatives of the Company’s management on June 24, 2005, The methodology for accounting for the Company’s research and development expenses was corrected prior to the end of the quarter ended June 30, 2005 and the Company initiated the policies and procedures described below:

        • The Company implemented education programs within the Company to ensure that all finance and accounting employees are adequately trained and supervised in the application of US GAAP.

        • The Company created stronger communication protocols and relationships between the Company’s management and its finance and accounting personnel to ensure for proper accounting analysis and treatment.

        • The Company added internal review controls to insure that capitalized projects appearing on the balance sheet are reviewed and approved by management on a quarterly basis.

        (v)       The Company has requested that KPMG furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated August 25, 2005, is filed as Exhibit 16.1 to this Form 8-K.

(b)    New independent accountants

        (i)        Effective as of August 23, 2005, the Company engaged Virchow, Krause & Company, LLP as its new independent registered public accountants. The decision to engage Virchow, Krause & Company, LLP was made and approved by the Audit Committee of the Board of Directors.

        (ii)       During the two most recent fiscal years and through August 23, 2005, the Company has not consulted with Virchow, Krause & Company, LLP regarding (A) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

        A copy of the Company’s press release concerning the foregoing is attached as Exhibit 99.1 to this Form 8-K and is furnished herewith for purposes of Regulation FD.

Item 9.01.   Financial Statements and Exhibits

(c)    Exhibits

16.1      KPMG letter dated August 25, 2005.

99.1      Press Release dated August 25, 2005.

SIGNATURE

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 thereunto duly authorized.

	IntriCon Corporation
Date:   August 25, 2005	By:		/s/ William J. Kullback
		William J. Kullback Chief Financial Officer

Exhibit Index

16.1   KPMG Letter

99.1   Press Release dated August 25, 2005

EX-16.1

Exhibit 16.1

August 25, 2005

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We were previously principal accountants for IntriCon Corporation (the Company) and, under the date of March 18, 2005, except as to notes 3, 4, 8, and 18, which are as of March 31, 2005, and note 2, which is as of June 24, 2005, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2004 and 2003. On August 23, 2005, our appointment as principal accountants was terminated. We have read the Company’s statements included under Item 4.01 of its Form 8-K dated August 23, 2005 and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statement that the change in independent registered public accountants was made and approved by the Audit Committee of the Board of Directors, with any of the statements made under Item 4.01(b)(i) or (ii), or any of the Company’s statements made after the first sentence in the second paragraph of Section 4.01(a)(iv) regarding the correction of the material weakness prior to the quarter ended June 30, 2005 or the initiation of the policies and procedures.

Very truly yours,

/s/ KPMG LLP

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

INTRICON SELECTS NEW INDEPENDENT AUDITORS

Virchow Krause & Company to Replace KPMG

ST.  PAUL, Minn. — August 25, 2005 — IntriCon Corporation (AMEX: IIN) today announced that its audit committee selected Virchow Krause & Company, LLP to replace KPMG LLP as the company’s independent auditors, effective immediately. Virchow Krause is the nation’s 13th largest certified public accounting and consulting firm according to Public Accounting Report’s “Top 100 of 2004.”

        “We’re grateful for KPMG’s years of service to the company,” said William J. Kullback, IntriCon’s chief financial officer. “KPMG is not resigning this business, nor does our appointment of Virchow Krause stem from any disagreement or dissatisfaction with KPMG. Like many other small companies, it makes sense for us to move to a regional audit firm with a structure and capability that matches our current needs. This move will result in immediate cost savings for IntriCon.”

About IntriCon Corporation

Headquartered in Arden Hills, Minn., IntriCon, formerly Selas Corporation of America, designs, develops, engineers and manufactures microminiaturized medical and electronic products. The company supplies microminiaturized components, systems and molded plastic parts, primarily to the hearing instrument manufacturing industry, as well as the computer, government, electronics, telecommunications and medical equipment industries. The company has facilities in the United States, Asia and Europe. IntriCon common stock trades under the symbol “IIN” on the American Stock Exchange. The company’s Web site address is www.intricon.com.

(more)

IntriCon Corporation
August 25, 2005
Page 2

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 such as “may”, “will”, “believe”, “expect”, “optimistic” or “continue” or the negative thereof or other variations thereon are “forward-looking statements” within the meaning of the Securities Exchange Act of 1934 as amended. These forward-looking statements include, without limitation, statements concerning future growth, future improved financial performance, emerging prospects and the positioning of the company to compete in chosen markets. These forward-looking statements are affected by known and unknown risks, uncertainties and other factors that are, in some cases beyond the Company’s control, and may cause the Company’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 factors include, without limitation, the risk that the Company may not be able to achieve its long-term strategy, weakening demand for products of the Company due to general economic conditions, possible non-performance of developing technological products, the volume and timing of orders received by the Company, changes in the mix of products sold, competitive pricing pressures, availability of electronic components for the Company’s products, ability to create and market products in a timely manner, competition by competitors with more resources than the Company, foreign currency risks arising from the Company’s foreign operations, and other risks 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, 2004. 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.

Contacts

At IntriCon:	At Padilla Speer Beardsley:
William J. Kullback, CFO	Marian Briggs/Matt Sullivan
651-604-9638	612-455-1700
bkullback@intricon.com	mbriggs@psbpr.com / msullivan@psbpr.com

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