S-8

As Filed with the Securities and Exchange Commission on October 18, 2005

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 incorporation or organization)	(I.R.S. Employer Identification Number)

1260 Red Fox Road, Arden Hills, MN	55112
(Address of Principal Executive Offices)	(Zip Code)

Amended and Restated Non-Employee Directors’ Stock Option Plan

(Full title of the Plan)

William J. Kullback, Chief Financial 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
Blank Rome LLP
One Logan Square, 18^th & Cherry Streets
Philadelphia, PA 19103
Telephone: (215) 569-5500
Facsimile: (215) 832-5532

CALCULATION OF REGISTRATION FEE
Title of securities to be registered	Amount to be registered (1)(3)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common stock, par value $1.00 per share	12,500	$5.77	$  72,125	$8.49
	12,500	2.06	25,750	3.03
	20,000	2.05	41,000	4.83
	100,000	2.93	293,000	34.49
	30,000	5.55	166,500	19.60
Total	175,000		$598,375	$70.44

(1) Represents shares issuable under the registrant’s Non-Employee Directors’ Stock Option Plan (“Plan”) as a result of an amendment to the Plan in 2001 (the “Amendment”).

(2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended, based upon, (i) as to the 162,500 shares of the registrant’s common stock that may be issued upon the exercise of options previously granted pursuant to the Amendment, upon the exercise prices of such options and (ii) as to the 12,500 shares of the registrant’s common stock that may be issued upon exercise of options available for future grant under the Amendment, upon the average of the high and low prices of the registrant’s common stock as reported on the American Stock Exchange on October 17, 2005.

(3) 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.

        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 175,000 shares of its common stock which are issuable upon the exercise of options available for grant under the Plan, pursuant to the Amendment. These 175,000 shares are in addition to the 75,000 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. 333-66433) filed with the Securities and Exchange Commission (the “SEC”) on October 30, 1998 (the “Prior Registration Statement”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement is hereby incorporated by reference.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

5.1 Opinion of Blank Rome LLP.

23.1 Consent of KPMG LLP.

23.2 Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on signature page of this registration statement).

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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 October 18, 2005.

INTRICON CORPORATION
By:	/s/ William J. Kullback
	William J. Kullback
	Chief Financial Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark S. Gorder and William J. Kullback, 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.

SIGNATURE	TITLE(S)	DATE
/s/ Michael J. McKenna	Chairman of the Board	October 18, 2005
Michael J. McKenna
/s/ Nicholas A. Giordano	Director	October 18, 2005
Nicholas A. Giordano
/s/ Robert N. Masucci	Director	October 18, 2005
Robert N. Masucci
/s/ Mark S. Gorder Mark S. Gorder	Chief Executive Officer (Principal Executive Officer) and Director	October 18, 2005
/s/ William J. Kullback William J. Kullback	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	October 18, 2005

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INDEX TO EXHIBITS

Exhibit No. Description of Exhibit

5.1                  Opinion of Blank Rome LLP.

23.1                  Consent of KPMG LLP.

23.2                  Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1                  Power of Attorney (included on signature page of this registration statement).

EX-5.1

EXHIBIT 5.1

[BLANK ROME LETTERHEAD]

October 18, 2005

IntriCon Corporation
1260 Red Fox Road
Arden Hills, MN 55112

Gentlemen and Ladies:

        You have requested our opinion with respect to the offering by you, IntriCon Corporation, a Pennsylvania corporation (the “Company”), pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) to be filed under the Securities Act of 1933, as amended (the “Act”), of up to 175,000 shares of the Company’s common stock, par value $1.00 per share (the “Option Shares”), issuable upon the exercise of options (“Options”) available for grant under the Company’s Amended and Restated Non-employee Directors’ Stock Option Plan (the “Plan”) as a result of an amendment to the Plan.

        We have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of such documents and corporate and public records as we deemed necessary as a basis for the opinion hereinafter expressed. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals, and the conformity to the originals of all documents presented to us as conformed or reproduced copies. Where factual matters relevant to such opinion were not independently established, we have relied upon representations of executive officers of the Company.

        In rendering this opinion, we have assumed that (i) the Option Shares will be issued in accordance with the terms and conditions of the Plan, (ii) at the time of issuance of any Option Shares, there shall be a sufficient number of duly authorized and unissued shares of the Company’s common stock to accommodate the issuance of the Option Shares, and (iii) the per share consideration received by the Company in exchange for the issuance of any Option Shares shall not be less than the par value per share of the Company’s common stock.

        This opinion is limited to the laws of the Commonwealth of Pennsylvania. In rendering this opinion, we have assumed compliance with all other laws, including federal laws and state securities laws.

        Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that:

        The Option Shares, when sold, paid for and issued as contemplated by the terms of the Plan, will be validly issued, fully paid and nonassessable.

        This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur.

        This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters stated herein.

        We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and to the use of our name as your counsel in connection with the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
IntriCon Corporation:

We consent to the incorporation by reference in the registration statement on Form S-8 of IntriCon Corporation (formerly Selas Corporation of America) and subsidiaries of our reports dated 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, relating to the consolidated balance sheets of IntriCon Corporation and subsidiaries as of December 31, 2004 and 2003 and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows and related financial statement schedule for each of the years in the three-year period ended December 31, 2004, which reports are included in the December 31, 2004 annual report on Form 10-K of IntriCon Corporation.

Our reports refer to the Company’s restatement of the consolidated financial statements as of December 31, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2004.

As discussed in note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” on January 1, 2002.

/s/ KPMG LLP

Minneapolis, Minnesota
October 13, 2005