Securities and exchange commission


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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 



 

FORM 10-K

 






 

 

 

 

 

 

(Mark one)

 

 

 



ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

For the fiscal year ended December 31, 2008

 

 

 

 

or

 

 

 



TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from ____________ to ____________.

 

 

 

 

 

 

 

 

 

Commission File Number 1-5005

 

 

 

 

 

 

 



INTRICON CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

 




 

 

 

Pennsylvania

 

23-1069060

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

1260 Red Fox Road

Arden Hills, Minnesota

 

55112

(Address of principal executive offices)

 

(Zip Code)

 

 

 




 

 

Registrant’s telephone number, including area code

(651) 636-9770

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

 

Name of each exchange on

which registered

Common Shares, $1 par value per share

 

The NASDAQ Global Market


Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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. (Check one):


 

 

Large accelerated filer o

Accelerated filer o

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by rule 12b-2 of the Act). Yes o Nox
 

 


Table of Contents
The aggregate market value of the voting common shares held by non-affiliates of the registrant on June 30, 2008 was $40,267,744. Common shares held by each officer and director and by each person who owns 10% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of the registrant’s common shares on February 27, 2009 was 5,343,079.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement for the 2009 annual meeting of shareholders are incorporated by reference into Part III of this report; provided, however, that the Audit Committee Report and any other information in such Proxy Statement that is not required to be included in this Annual Report on Form 10-K, shall not be deemed to be incorporated herein or filed for the purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934.


2




Table of Contents

 

 

 

 

 

 

 

 

Page No.

PART I

 

 

 

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

12

 

Item 1B.

Unresolved Staff Comments

 

17

 

Item 2.

Properties

 

17

 

Item 3.

Legal Proceedings

 

17

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

18

 

Item 4A.

Executive Officers of the Registrant

 

18

 

 

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

20

 

Item 6.

Selected Financial Data

 

22

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

24

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

35

 

Item 8.

Financial Statements and Supplementary Data

 

37

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

69

 

Item 9A(T).

Controls and Procedures

 

69

 

Item 9B.

Other Information

 

69

 

 

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

70

 

Item 11.

Executive Compensation

 

70

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

70

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

71

 

Item 14.

Principal Accountant Fees and Services

 

71

 

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

71

 

 

 

 

 

SIGNATURES

 

77

 

EXHIBIT INDEX

 

78

 

3


Table of Contents
PART I

 

 

ITEM 1.

Business
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