INTRICON CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-05-25: Form 8-K; Period of report 2022-05-24; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-05-24: Form 8-K; Period of report 2022-05-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2022-05-18: Form 8-K; Period of report 2022-05-18; Description 8.01 Other Events; Details 8.01.
- 2022-03-01: Form 8-K; Period of report 2022-02-27; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-05-25 | 8-K | 2022-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 24, 2022, Intricon held a special meeting of shareholders virtually via an audio webcast (the “Special Meeting”). | ny20003464x18_8k.htm |
| 2022-05-24 | 8-K | 2022-05-24 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On May 24, 2022, in connection with the transactions contemplated by the Merger Agreement, Intricon terminated the Loan and Security Agreement among Intricon, Intricon, Inc., Hearing Help Express, Inc., and CIBC Bank USA (formerly known as The PrivateBank and Trust Company), dated as of August 13, 2009, as amended, and all outstanding obligations and security interests thereunder. 2.01 On May 24, 2022, pursuant to the terms of the Merger Agreement and in accordance with the Pennsylvania Business Corporation Law of 1988, as amended, Merger Sub merged with and into Intricon (the “Merger”) with Intricon continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”). 3.01 Following the consummation of the Merger on May 24, 2022, Intricon notified the Nasdaq Global Market (“Nasdaq”) that the Merger had been consummated and requested that Nasdaq suspend trading of the Intricon shares of Common Stock effective at the closing of the market and that the listing of the shares of Common Stock be withdrawn. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference. 5.02 Pursuant to the Merger Agreement, at the Effective Time, each of the following members of the board of directors of Intricon (the “Board”) automatically ceased to be directors of Intricon: Nicholas A. Giordano, Mark S. Gorder, Raymond O. Huggenberger, Scott Longval, Kathleen P. Pepski, Heather D. Rider and Philip I. Smith. 5.03 At the Effective Time, in connection with the consummation of the Merger, Intricon’s articles of incorporation and bylaws were amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement. 8.01 On May 24, 2022, Altaris and Intricon issued a joint press release announcing the completion of the Merger. | ny20003464x17_8k.htm |
| 2022-05-18 | 8-K | 2022-05-18 | 8.01 Other Events | 8.01 On April 25, 2022, Intricon Corporation (“Intricon” or the “Company”) filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”) in connection with the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) dated as of February 27, 2022 , by and among Intricon, IIN Holding Company LLC, a Delaware limited liability company (“Parent”), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | ny20003464x4_8k.htm |
| 2022-03-01 | 8-K | 2022-02-27 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On February 27, 2022, Intricon Corporation, a Pennsylvania corporation (the “Company” or “Intricon”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, IIN Holding Company LLC, a Delaware limited liability company (“Parent”), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 5.03 On February 27, 2022, the Board adopted an Amendment (the “Bylaw Amendment”) to the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”). 8.01 On February 28, 2022, the Company distributed an Employee FAQ communication to its employees, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | intricon220283_8k.htm |
| 2022-02-28 | 8-K | 2022-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 The following information is being provided pursuant to Item 2.02. 7.01 The following information is being provided pursuant to Item 7.01. 8.01 On February 28, 2022, Intricon Corporation, a Pennsylvania corporation (the "Company" or "Intricon"), announced the execution of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 27, 2022, by and among the Company, IIN Holding Company LLC, a Delaware limited liability company (the "Parent"), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly owned subsidiary of the Parent ("Merger Sub"). | intricon220258_8k.htm |