INTRICON CORPORATION (NASDAQ:IIN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entrance into a Material Definitive Agreement
On July 12, 2019, IntriCon Corporation (the “Company”) entered into a Master Supply Agreement with Medtronic, Inc. and a related Business Unit Supply Agreement and an Automation Agreement to Business Unit Supply Agreement with Medtronic MiniMed, Inc. For the purposes of this Report, the Master Supply Agreement, Business Unit Supply Agreement and Automation Agreement to Business Unit Supply Agreement are collectively referred to as the “Supply Agreement” and Medtronic, Inc. and Medtronic MiniMed, Inc. are collectively referred to as “Medtronic.”
The Supply Agreement governs the terms of manufacture by the Company for Medtronic of Medtronic’s wireless continuous glucose monitors (“CGM”), sensor assemblies and accessories associated with Medtronic’s insulin pump and CGM systems, including, among other matters, order, shipping and delivery terms, pricing and payment terms, production and quality, regulatory compliance, confidentiality, intellectual property rights, product warranties, representations, indemnification and termination.
The Supply Agreement will terminate on June 15, 2023, unless earlier terminated, and will automatically renew for one period of 12 months unless one party provides notice of non-renewal to the other at least 90 days prior to the end of the initial term. The Supply Agreement generally may be terminated earlier due to breaches of the Supply Agreement which are not cured within an applicable period after notice, “force majeure” events that continue for more than 180 consecutive days and the bankruptcy of a party. During the term of the Agreement, the Company may not supply the products it supplies to Medtronic, or substantially similar products, to any third party without Medtronic’s approval.
Under the Supply Agreement, IntriCon is required to partially reimburse Medtronic for two automated needle assembly systems originally purchased by Medtronic and located at the Company’s new Arden Hills manufacturing facility, in exchange for a 50% interest in such systems. Further, under this agreement, Medtronic has agreed to purchase a minimum quantity of needle assembly units during the initial term of the Supply Agreement and the Company has agreed to provide agreed-upon discounts on certain products manufactured using the new automated systems.
The foregoing description of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
The following information is being provided to Item 2.02. Such information, including Exhibit 99.1 attached hereto, should not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
On July 18, 2019, the Company issued a press release announcing preliminary, unaudited revenue for the second quarter 2019 and revised its revenue outlook for full year 2019. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 18, 2019, the Company issued a press release announcing preliminary, unaudited revenue for the second quarter 2019 and revised its revenue outlook for full year 2019. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Statements made in this Current Report on Form 8-K and in the Company’s other public filings and releases that are not historical facts or that include forward-looking terminology, including estimates of future results, 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 the Company’s control, and may cause the Company’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, 2018. 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.
| 99.1 | Press Release dated July 18, 2019 |
INTRICON CORP Exhibit
EX-99.1 2 intricon191493_ex99-1.htm PRESS RELEASE DATED JULY 18,…
To view the full exhibit click here
About INTRICON CORPORATION (NASDAQ:IIN)
IntriCon Corporation is engaged in designing, developing, engineering, manufacturing and distributing body-worn devices. The Company operates through body-worn device segment. The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature products, microelectronics, micro-mechanical assemblies, complete assemblies and software solutions, primarily for the value hearing health market, the medical bio-telemetry market and the professional audio communication market. The Company has facilities in Minnesota, California, Singapore, Indonesia, the United Kingdom and Germany, and operates through its subsidiaries. The Company’s product offering includes a hearing aid discount program for health plans. This program is available around the nation to health insurers, including employer-sponsored, individual and Medicare plans. The Company also has various international value hearing aid (VHA) initiatives.