----------------------------
OMB APROVAL
----------------------------
OMB Number: 3235-0145
Expires: February, 28, 2009
Estimated average burden
hours per response ...... 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTRICON CORP.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
46121H109
---------------------------
(CUSIP Number)
DECEMBER 31, 2006
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 pages
CUSIP No. 46121H109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Moreton Bay Capital, LLC
77-0581940
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] ............................................................
(b) [ ] ............................................................
3. SEC Use Only........................................................
....................................................................
4. Citizenship or Place of Organization California...................
Number of 5. Sole Voting Power.......................................
Shares Bene-
ficially by 6. Shared Voting Power 400,000 (1)........................
Owned by Each
Reporting 7. Sole Dispositive Power..................................
Person With:
8. Shared Dispositive Power 400,000 (1)...................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
400,000 (1).........................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)..................................................
11. Percent of Class Represented by Amount in Row (9) 7.7%.............
12. Type of Reporting Person (See Instructions) IA ..............
.................................................................................
(1) The filing of this schedule shall not be construed as an admission that
Moreton Bay Capital, LLC is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any
securities covered by this Schedule.
Page 2 of 7 pages
CUSIP No. 46121H109
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Phillip R. Butts
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] ............................................................
(b) [ ] ............................................................
3. SEC Use Only........................................................
....................................................................
4. Citizenship or Place of Organization United States.................
Number of 5. Sole Voting Power ....................................
Shares Bene-
ficially by 6. Shared Voting Power 400,000 (2).........................
Owned by Each
Reporting 7. Sole Dispositive Power ...............................
Person With:
8. Shared Dispositive Power 400,000 (2)...................
9. Aggregate Amount Beneficially Owned by Each Reporting Person
400,000 (2).........................................................
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)..................................................
11. Percent of Class Represented by Amount in Row (9) 7.7%.............
12. Type of Reporting Person (See Instructions) IN, HC ..........
.................................................................................
(2) The filing of this Schedule shall not be construed as an admission that
Phillip R. Butts is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this Schedule.
Page 3 of 7 pages
Item 1.
(a) Name of Issuer
Intricon Corp.
(b) Address of Issuer's Principal Executive Offices
1260 Red Fox Road, Arden Hills MN 55112-6944, United States
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Moreton Bay Capital, LLC, a
California limited liability company and a California registered
investment adviser ("IA"), and (ii) Phillip R. Butts ("President")
(collectively, the "Reporting Persons"). President controls IA by
virtue of President's position as president and majority owner of
IA.
(b) Address of Principal Business Office or, if none, Residence
IA's principal place of business is located at: 1105 Chapala Street,
Suite 6, Santa Barbara, California 93101
President's principal place of business is located at: 1105 Chapala
Street, Suite 6, Santa Barbara, California 93101
(c) Citizenship
Item 4 of each cover page is incorporated by reference.
(d) Title of Class of Securities
Common Stock, par value $1.00 per share
(e) CUSIP Number
46121H109
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) |X| An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Page 4 of 7 pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 400,000 (3).
(b) Percent of class: 7.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote _______.
(ii) Shared power to vote or to direct the vote 400,000 (3).
(iii) Sole power to dispose or to direct the disposition of _______.
(iv) Shared power to dispose or to direct the disposition of
400,000 (3).
(3) The filing of this Schedule shall not be construed as an admission that
either IA or President is, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities covered by this Schedule.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following _____.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
IA, a registered investment adviser, and President, the majority owner and
president of IA, have the right or the power to direct the receipt of
dividends from Common Stock, and to direct the receipt of proceeds from
the sale of Common Stock to IA's investment advisory clients.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page 5 of 7 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated February 12, 2007
MORETON BAY CAPITAL, LLC
/s/ Phillip R. Butts
--------------------------------
Phillip R. Butts, President
PHILLIP R. BUTTS
/s/ Phillip R. Butts
--------------------------------
Phillip R. Butts
Page 6 of 7 pages
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
SIGNATURE
Date: February 12, 2007
MORETON BAY CAPITAL, LLC
/s/ Phillip R. Butts
--------------------------------
Phillip R. Butts, President
PHILLIP R. BUTTS
/s/ Phillip R. Butts
--------------------------------
Phillip R. Butts
Page 7 of 7 pages