PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan

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1 PROSPECTUS August 15, 2011 INTRICON CORPORATION Summary of the 2007 Employee Stock Purchase Plan This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. An investment in these securities involves risks and uncertainties. You should consider carefully the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2010, which is incorporated by reference in this prospectus, before you decide to invest in these securities. These risk factors will be updated from time to time in our periodic or current reports filed with the Securities and Exchange Commission. IntriCon's common stock, par value $1.00 per share (the "Common Shares"), is listed on the Nasdaq Global Market under the ticker symbol IIN. The following statements concerning the 2007 Employee Stock Purchase Plan (the Plan ) are designed to be summaries of the principal features of the Plan. The following statements are not intended to be, and do not purport to be, complete and are qualified in their entirety by reference to the provisions of the Plan. Additional information about the Plan and the Compensation Committee of the Board of Directors which administers the Plan, including copies of the Plan, is available to any participant of the Plan, without charge, upon written or oral request to: Scott Longval, Chief Financial Officer, IntriCon Corporation, 1260 Red Fox Road, Arden Hills, MN 55112; Telephone (651) In this Prospectus, the term Company, as well as the terms we, us, our are sometimes used to refer to IntriCon. You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, including information incorporated by reference, is accurate as of any date other than the date on the front of this prospectus or the date of filing in the case of information incorporated by reference. This prospectus is not an offer to sell nor is it seeking an offer to buy the securities in any jurisdiction where that offer or sale is not permitted.

2 Table of Contents PAGE SUMMARY OF THE PLAN...1 General....1 Administration....1 Eligibility....1 Number of Shares Subject to the Plan...2 Subscription Periods and Participation Election...2 Method of Purchase; Purchase Price...2 Maximum Purchase Levels....3 Termination of Participation...3 Adjustments....3 Non-Transferability...4 Amendment and Termination....4 ERISA Compliance...4 FEDERAL INCOME TAX CONSEQUENCES RELATED TO PARTICIPATION IN THE PLAN...4 RESALES OF COMMON SHARES ACQUIRED UNDER THE PLAN...5 WHERE YOU CAN FIND MORE INFORMATION...6 HOW TO ENROLL IN THE PLAN...7 i

3 SUMMARY OF THE PLAN General. The purpose of the Plan is to provide eligible employees of the Company and its domestic subsidiary corporations with an opportunity to acquire a proprietary interest in the Company through the purchase of Common Shares of the Company. As described in more detail below, the Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code (the Code ). The Plan was originally adopted by the Board of Directors of the Company in March 2007 and approved by the shareholders in April In February 2011, the Board of Directors adopted an amendment to the Plan to increase the number of Common Shares which may be purchased under the Plan by an additional 100,000 Common Shares, which amendment was approved by the shareholders in April Administration. The Plan is administered by the Compensation Committee (the Committee ) of the Board of Directors. The Committee is comprised solely of our outside directors who are intended to satisfy the requirements of the Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the 1934 Act ). The Committee s authority includes the authority to: establish the terms, conditions, restrictions, purchase price per Common Share (subject to the terms and conditions of the Plan) and other provisions applicable to the right to purchase Common Shares under the Plan; interpret the Plan; establish, amend, and rescind any rules and regulations relating to the Plan; determine the terms and provisions of any agreements made pursuant to the Plan; and make all other determinations that may be necessary or advisable for the administration of the Plan. The Committee s right to make any decision, interpretation or determination under the Plan is in its sole and absolute discretion and is final and binding on all persons. Except to the extent prohibited by the provisions of Rule 16b-3, applicable law, the applicable rules of any stock exchange, or any other applicable rules, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members, and may delegate all or any part of its responsibilities and powers to any person or persons selected by it or appoint such agents as the Committee deems appropriate. Any such allocation or delegation may be revoked by the Committee at any time. Eligibility. All employees of the Company and each of our domestic subsidiaries are eligible to participate in the Plan once they have been employed by us for twelve months. However, the following persons are not eligible: 1

4 Part-time employees (those whose customary employment is for 20 hours or less a week or not more than five months a year); and Any employee who owns, or would own upon exercising any rights under the Plan or any other option, shares representing 5% or more of the total combined voting power or value of our Common Shares or the stock of any of our subsidiaries. An individual must be employed by us on the first day of a subscription period (as described below) in order to participate in the Plan for that subscription period. Number of Shares Subject to the Plan. A maximum of 200,000 Common Shares may be sold under the Plan. The Committee may adjust this number in the event of a capital adjustment affecting our Common Shares. Common Shares for the Plan may be shares acquired in the open market (on an exchange or in negotiated transactions), previously acquired treasury shares, authorized and unissued shares or any combination thereof. Subscription Periods and Participation Election. The subscription periods under the Plan is the three-month period beginning on the first day of each January, April, July and October. Prior to the beginning of each subscription period, eligible employees may elect to have up to 20% of their cash compensation (excluding bonuses and employee benefit amounts) deducted and paid into the Plan throughout the subscription period, subject to the annual limitation described below. After the beginning of a subscription period, an employee may not change the rate of his or her payroll deductions for that subscription period, except to reduce the amount of the payroll deduction to zero by terminating his or her participation in the Plan (see Termination of Participation below). Method of Purchase; Purchase Price. A separate bookkeeping account is maintained for each participant, which reflects the accumulated payroll deductions made on behalf of the participant from time to time, reduced for any distributions from such account pursuant to the provisions of the Plan. On the last day of each subscription period, the amount deducted from an employee s pay will automatically be applied toward the purchase of our Common Shares at a purchase price equal to 90% of the fair market value of a Common Share on that day (generally, the last updated sales price of a Common Share as reported on the Nasdaq Global Market). The Committee has the authority to reduce or eliminate the discount prior to the beginning of a subscription period. Only whole shares will be purchased for a participating employee. Any amounts remaining in a participant s account after the maximum number of whole shares has been purchased will be returned to the participant, without interest, as soon as administratively possible except that amounts which represent less than the purchase price of one whole Common Share will be held, without interest, for use in the next subscription period. Dividends, if any, earned on any shares held in a participant s account will be reinvested in shares of our Common Shares and credited to the participant s account. After the close of each subscription period, information will be made available to each participant regarding the activity in such participant's account for such subscription period, including the number of Common Shares purchased and the applicable purchase price. 2

5 Maximum Purchase Levels. Under the Plan, no employee may purchase more than $25,000 worth of stock in any calendar year (based on the fair market value of our Common Shares on the first day of the applicable subscription periods), even if that amount is within the 20% deduction limit mentioned above. In addition, no employee may purchase more than 1,250 Common Shares during any subscription period, subject to adjustment in the event of any capital adjustment affecting our Common Shares. Termination of Participation. An employee may voluntarily terminate his or her participation in the Plan by notifying us in writing at least 15 business days (or such other period designated by the Committee) before the last day of any subscription period. If an employee voluntarily terminates his or her participation in the Plan, we will: not make further payroll deductions from that employee s compensation; use the cash balance of that employee s Plan account to buy our Common Shares at the end of the subscription period and pay the employee any cash balance of his or her Plan account without interest; and continue to hold on behalf of that employee any Common Shares previously purchased in his or her Plan account or transfer those Common Shares pursuant to the employee s instructions. An employee s participation in the Plan will automatically terminate when his or her employment with us ends or when he or she ceases to be an eligible employee. In either such event, we will: not make further payroll deductions from the employee s compensation; pay the employee the cash balance of his or her Plan account without interest; and credit, to a book entry account in the participant s name, the number of full Common Shares purchased under the Plan and held for his or her benefit, or if the employee so elects, credit those shares to: a brokerage account designated by the participant, or an account with the same entity that acts as our designated agent under the Plan. Adjustments. If the Company effects any subdivision or consolidation of Common Shares or other capital readjustment, payment of stock dividend, stock split, combination of shares or recapitalization or other increase or reduction of the number of Common Shares outstanding without receiving compensation therefor in money, services or property, then, subject to the requirements of Code Section 423, the Committee may make such adjustments as it may deem appropriate, in its discretion to the number of Common Shares available under the Plan and the maximum number of Common Shares that may be purchased by a participant during any subscription period to reflect appropriately such action by the Company. 3

6 Non-Transferability. Except as otherwise permitted under Code Section 423 and Rule 16b-3 under the 1934 Act, a participant's account, the amount of any payroll deductions made with respect to a participant's compensation and any participant's rights to purchase Common Shares under the Plan may not be pledged, hypothecated, assigned or transferred other than by will and the laws of descent and distribution. During the lifetime of a participant, the rights provided to the participant under the Plan may be exercised only by him or her. Amendment and Termination. The Company, by action of the Board of Directors or the Committee, may amend or terminate the Plan at any time, except that no amendment may adversely affect the right of any participant with respect to Common Shares purchased prior to the date the amendment was adopted, and no amendment may be made without shareholder approval to the extent that approval is required to maintain compliance with Section 423 of the Code. ERISA Compliance. The Plan is not subject to any provisions of the Employee Retirement Income Security Act of FEDERAL INCOME TAX CONSEQUENCES RELATED TO PARTICIPATION IN THE PLAN The following is a brief description of the U.S. federal income tax treatment that will generally apply with respect to purchases under the Plan by participants who are subject to U.S. income tax. This discussion is based on U.S. federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. federal income tax aspects of the Plan. Participants may also be subject to foreign, state and/or local taxes in connection with purchases under the Plan, which could differ significantly from U.S. federal income tax consequences. We suggest that participants consult with their individual tax advisors to determine the applicability of the tax aspects of purchases to their personal circumstances. The Plan is intended to qualify under Section 423 of the Code. Under this section, a participant will not be required to recognize taxable income at the time Common Shares are purchased under the Plan. The participant may, however, become liable for tax upon the disposition of the shares of our Common Shares acquired, as described below. In the event that Common Shares acquired pursuant to the Plan are not sold or disposed of (including by way of gift) prior to two years after the first day of the subscription period in which they are purchased or one year after the last day of the subscription period, or in the event of an employee s death whenever occurring, the lesser of (a) the excess of the fair market value of the Common Shares on the date of disposition over the purchase price, or (b) the excess of the fair market value of the Common Shares on the first day of the subscription period over an amount equal to what the purchase price would have been if it had been computed as of that date, will be treated as ordinary income to the participant. Any further gain on disposition will be treated as long-term capital gain and any loss will be treated as a capital loss. We are not entitled to any tax deduction under this scenario. 4

7 In the event a participant sells or disposes of shares acquired pursuant to the Plan before the expiration of the holding periods described above, the excess of the fair market value of the Common Shares on the last day of the subscription period, over the purchase price will be treated as ordinary income to the participant. This excess will constitute ordinary income in the year of sale or other disposition even if no gain is realized on the sale or a gratuitous transfer of the Common Shares is made. The balance of any gain will be treated as a capital gain and will be treated as a long-term capital gain if the Common Shares have been held for more than one year. If the Common Shares are sold for less than their fair market value on the last day of the subscription period, the participant may recognize a capital loss equal to the difference between the sales price and the value of the Common Shares on the last day of the subscription period. We are entitled to a deduction for our taxable year in which such sale or disposition occurs equal to the amount of income includible in the participant s gross income as ordinary income under this scenario. RESALES OF COMMON SHARES ACQUIRED UNDER THE PLAN Persons who are our affiliates may make reoffers and resales of our Common Shares acquired under the Plan only in accordance with an exemption from the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under the Securities Act. For reoffers or resales made in accordance with Rule 144, an affiliate would have to comply with the volume and manner of sale restrictions imposed by that rule, but would not be required to comply with the holding period requirement, assuming this offering constitutes a public offering. An affiliate means a person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with us. Control means the possession, direct or indirect, of the power to direct or cause the direction of our management and policies, whether through the ownership of voting securities, by contract or otherwise. Persons who acquire our Common Shares under the Plan and who are not affiliates of ours at the time of their proposed reoffer or resale ordinarily will be entitled to make unregistered reoffers and resales of the shares held by them in reliance upon the exemption set forth in Section 4(1) of the Securities Act. In order to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act or to implement the provisions of the Plan, we may endorse legends upon the certificates for our Common Shares acquired under the Plan and we may issue stop transfer instructions to our transfer agent, as our Board of Directors, in its discretion, determines to be necessary or appropriate. Holders of our Common Shares acquired under the Plan are urged to consult their own securities counsel prior to making any reoffer or resale of such Common Shares. 5

8 WHERE YOU CAN FIND MORE INFORMATION We filed two Registration Statements on Form S-8 with the SEC (SEC File Nos and ) (which, together with all exhibits and schedules thereto, are referred to collectively as the registration statement ) with the SEC with respect to the registration of our Common Shares offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the attached exhibits. For further information pertaining to our business, our Common Shares offered by this prospectus and related matters, you should review the registration statement, including the exhibits filed as a part of the registration statement. Each statement in this prospectus referring to a document filed as an exhibit to the registration statement is qualified by reference to the exhibit for a complete statement of its terms and conditions. We file annual, quarterly and current reports, proxy statements and other information with the SEC. So long as we are subject to the SEC s reporting requirements, we will continue to furnish the reports and other required information to the SEC. We will furnish, to all participants under the Plan, copies of all reports, proxy statements and other communications distributed to shareholders generally. You may read and copy any reports, statements and other information about our files with the SEC at the SEC s public reference room at 100 F. Street, N.E., Washington, D.C Please call the SEC at SEC-0330 for further information on the operations of the Public Reference Room. IntriCon s SEC filings are also available on the SEC s Internet site as part of the EDGAR database ( The Company maintains an internet web site at The Company maintains a link to the SEC s website by which you may review its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act We hereby incorporate by reference in this prospectus the following documents: Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 8, 2011; Our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2011 and June 30, 2011 filed with the SEC on May 6, 2011 and August 15, 2011, respectively; and The description of our Common Shares which is contained in our Form 8-A filed with the SEC on December 28, All documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) (other than current reports furnished under Items 9 or 12 of Form 8-K) of the Securities Exchange Act of 1934, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters 6

9 all securities then remaining unsold hereunder, shall be deemed incorporated by reference into this prospectus and to be a part hereof from the date of the filing of these documents. We will furnish without charge to each person to whom the prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the information that is incorporated). Requests for such documents should be directed to: Scott Longval, Chief Financial Officer, IntriCon Corporation, 1260 Red Fox Road, Arden Hills, MN 55112; telephone (651) HOW TO ENROLL IN THE PLAN Any person that desires to enroll in the Plan should contact Scott Longval, Chief Financial Officer, IntriCon Corporation, 1260 Red Fox Road, Arden Hills, MN 55112; telephone (651) for further information. 7