S-8

As filed with the Securities and Exchange Commission on May 12, 2016

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)

2007 Employee Stock Purchase Plan, as amended

(Full title of the Plan)

Scott Longval, 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

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.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐  (Do not check if a smaller reporting company)	Smaller reporting company  ☒

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	100,000	$5.87	$587,000	$59.12

(1) Represents additional shares of the registrant’s common stock issuable under the registrant’s 2007 Employee Stock Purchase Plan (“Plan”) as a result of an amendment to the Plan approved by the Company’s shareholders on April 28, 2016 (the “Amendment”).

(2) 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 registrant's common stock as reported on the Nasdaq Global Market on May 6, 2016.

(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 100,000 shares of its common stock which, pursuant to the Amendment, are issuable under the Plan. These 100,000 shares are in addition to the 200,000 shares of the registrant’s common stock which were previously registered pursuant to the registrant’s Registration Statements on Form S-8 (Commission File Nos. 333-145577 and 333-173837) filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2007 and May 2, 2011, respectively (collectively, the “Prior Registration Statements”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.	Exhibits.
5.1	Opinion of Blank Rome LLP.
10.1	2007 Employee Stock Purchase Plan, as amended (management contract, compensatory plan or arrangement) (incorporated by reference from Appendix A to the Company’s proxy statement filed with the SEC on March 11, 2016).
23.1	Consent of Baker Tilly Virchow Krause, 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).

SIGNATURES AND POWER OF ATTORNEY

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 May 12, 2016.

INTRICON CORPORATION
By:	/s/  Scott Longval
	Scott Longval Chief Financial Officer

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.

Signature	Title(s)	Date
/s/ Michael J. McKenna	Chairman of the Board	May 12, 2016
Michael J. McKenna
/s/ Nicholas A. Giordano	Director	May 12, 2016
Nicholas A. Giordano
/s/ Robert N. Masucci	Director	May 12, 2016
Robert N. Masucci
/s/ Philip N. Seamon	Director	May 12, 2016
Philip N. Seamon
/s/ Philip I. Smith	Director	May 12, 2016
Philip I. Smith
/s/ Mark S. Gorder	Chief Executive Officer (Principal	May 12, 2016
Mark S. Gorder	Executive Officer) and Director
/s/ Scott Longval	Chief Financial Officer (Principal	May 12, 2016
Scott Longval	Accounting Officer and Principal Financial Officer)

EX-5.1

Exhibit 5.1

[BLANK ROME LETTERHEAD]

May 12, 2016

IntriCon Corporation

1260 Red Fox Road, Arden Hills, MN

Arden Hills, MN 55112

Ladies and Gentlemen:

We have acted as counsel to IntriCon Corporation, a Pennsylvania corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the offer and sale of up to 100,000 shares of the Company's common stock, par value $1.00 per share (the "Additional Shares"), issuable under the Company’s 2007 Employee Stock Purchase Plan, as amended (the “Plan”). The Additional Shares were authorized for issuance under the Plan as a result of an amendment to the Plan. This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.

Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we do not have knowledge of many transactions in which the Company has engaged or its day-to-day operations.

In rendering this opinion, we have examined copies of only the following documents: (i) the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended as of the date hereof; (ii) resolutions adopted by the Board of Directors and shareholders of the Company; (iii) the Registration Statement; and (iv) the Plan, as amended. We have not performed any independent investigation other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents, and records examined and the genuineness of all signatures.

In rendering this opinion, we have assumed that (i) the Additional Shares will be issued in accordance with the terms and conditions of the Plan and (ii) at the time of issuance of any Additional 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 Additional Shares.

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 Additional 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 any 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 filing of this opinion as Exhibit 5.1 to the Registration Statement. 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

We consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 11, 2016, with respect to the consolidated financial statements of Intricon Corporation and Subsidiaries, which appears on page 33 of the annual report on Form 10-K for the year ended December 31, 2015.

/s/ BAKER TILLY VIRCHOW KRAUSE, LLP

Minneapolis, Minnesota

May 12, 2016