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) April 5, 2016
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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 5, 2016, the board of directors (the “Board”) of IntriCon Corporation (the “Company”) increased the number of directors constituting the Board from five to six directors and appointed Philip Smith to serve as a member of the Board for a term expiring at the 2017 annual meeting of shareholders. Mr. Smith also was appointed to serve on the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board. Mr. Smith will be entitled to receive director fees, and an annual stock option grant for non-employee directors, as described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 11, 2016.
Mr. Smith currently serves as a managing director at the investment banking firm, Greene Holcomb Fisher, where he focuses on the healthcare industry. Prior to joining Greene Holcomb Fisher in 2011, Mr. Smith was President and Chief Executive Officer of Angeion Corporation, now MGC Diagnostics, a global medical technology company. Earlier experiences include being CEO of DGIMED Ortho, Executive Vice President of Business Development at Vital Images, and a healthcare investment banker at Piper Jaffray.
| Item 7.01 | Regulation FD Disclosure. |
On April 6, 2016, the Company issued a press release (the “Press Release”) which announced the appointment of Mr. Smith as disclosed above. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release of IntriCon Corporation dated April 6, 2016. |
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: | Chief Financial Officer | |
Date: April 6, 2016
Exhibit Index
| Exhibit No. | Description |
| 99.1 | Press Release of IntriCon Corporation dated April 6, 2016. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
IntriCon Appoints New Independent Director
Experienced M&A Executive Philip Smith Joined April 5th
ARDEN HILLS, Minn. – April 6, 2016 – IntriCon Corporation (NASDAQ:IIN), a designer, developer, manufacturer and distributor of miniature and micro-miniature body-worn devices, today announced that it has appointed a new independent director, Philip (Phil) Smith, 48, to its board of directors, effective April 5th. The board now has six members, five of whom are independent under applicable SEC and Nasdaq guidelines. Smith will be a member of the audit, compensation, and nominating and corporate governance committees of IntriCon’s board.
Smith currently serves as a managing director at the investment banking firm, Greene Holcomb Fisher, where he focuses on the healthcare industry. During his prior investment banking experience at Piper Jaffray, he was heavily involved in M&A and public equity transactions with industry-leading medical technology and health services organizations. He brings more than 20 years of experience in healthcare, including roles in finance and executive management.
“Phil’s years of diverse experience in the medical device and healthcare industries —particularly his involvement in cultivating disruptive channels—will be extremely valuable to IntriCon as we advance our value hearing health focus, and we’re pleased to welcome him to the board,” said Mark S. Gorder, president and chief executive officer of IntriCon. “Coming from the investment banking world as well as the leadership side of healthcare, Phil has a unique and valuable perspective on our company, and both the board and management team look forward to working with him.”
Prior to joining Greene Holcomb Fisher in 2011, Smith was President and Chief Executive Officer of Angeion Corporation, now MGC Diagnostics, a global medical technology company. Earlier experience includes being CEO of DGIMED Ortho, Executive Vice President of Business Development at Vital Images, and a healthcare investment banker at Piper Jaffray. He currently serves on the board of VIDA Diagnostics, a precision pulmonary imaging company, and has previously held board positions with Delta Dental of Minnesota and Angeion Corporation.
Smith received his master’s in business administration from the Wharton School of the University of Pennsylvania and his undergraduate degree in electrical engineering from the University of Florida. He is a current member of the board of trustees of The Minneapolis Foundation.
About IntriCon Corporation
Headquartered in Arden Hills, Minn., IntriCon Corporation designs, develops and manufactures miniature and micro-miniature body-worn
devices. These advanced products help medical, healthcare and professional communications companies meet the rising demand for
smaller, more intelligent and better connected devices. IntriCon has facilities in the United States, Asia, United Kingdom and
Europe. The company’s common stock trades under the symbol “IIN” on the NASDAQ Global Market. For more information
about IntriCon, visit www.intricon.com.
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 are “forward-looking statements” within the meaning of the Securities Exchange
Act of 1934, as amended. These forward-looking statements may be affected by known and unknown risks, uncertainties and other factors
that are beyond IntriCon’s control, 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, 2015. 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 PadillaCRT: |
| Scott Longval, CFO | Matt Sullivan |
| 651-604-9526 | 612-455-1709 |
| slongval@intricon.com | matt.sullivan@padillacrt.com |
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