Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 3, 1996
-------------------------------------------------
Date of Report (Date of earliest event reported)
INTERCELL CORPORATION
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-14306 84-0928627
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
7201 East Camelback Road, Suite 250
Scottsdale, Arizona 85251
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(Address of principal executive offices ) (Zip Code)
(602) 952-1528
------------------------------------------------------
(Registrant's telephone number, including area code)
4455 East Camelback Road, E-160
Phoenix, Arizona 85018
-------------------------------------------------------
(Former name or former address)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 3, 1996, Intercell Corporation ("Registrant") by virtue of a Merger
of Particle Interconnect, Inc., a California corporation, into Particle
Interconnect Corporation, a Colorado corporation, (the "Subsidiary"), a wholly
owned Subsidiary of the Registrant, acquired substantially all the properties,
assets and business operations of Particle Interconnect, Inc.
In connection with such Merger, Registrant made a capital contribution of One
Million, Five Hundred Thousand Dollars ($1,500,000.00) to its wholly owned
Subsidiary, to provide operating capital for the business activates of the
Subsidiary. In addition, the Registrant issued One Million, Four Hundred
Thousand (1,400,000) of its common, restricted, no par value shares, valued at
$4.00 per share, to the shareholders of Particle Interconnect, Inc. The Merger
and corporate reorganization was effected under Section 368(a)(1)(A) and Section
368(a)(1)(22D) of the Internal Revenue Code of 1986.
As part of the corporate reorganization, the Registrant also agreed to provide
additional funds, as required, to liquidate certain outstanding obligations and
liabilities, to provide working capital and capital for future corporate
expansion.
Larry DiFrancesco, a shareholder of Particle Interconnect, Inc., was appointed
to the Board of Directors of the Registrant, effective immediately.
Gordon J. Sales, President, Chief Executive Officer and a Director of
Registrant; and Alan M. Smith, Secretary, Treasurer, Chief Financial Officer and
a Director of Registrant were appointed to the Board of Directors of the
Subsidiary and were likewise appointed as President and Chief Executive Officer;
and Secretary-Treasurer, respectively of the Subsidiary.
Registrant also agreed to issue Options to certain officers, directors and other
employees of the Subsidiary, excluding Gordon J. Sales and Alan M. Smith, to
acquire up to Two Hundred and Eighty Thousand (280,000) common shares of the
Registrant under a proposed new Compensatory Stock Option Plan to be created and
registered on Form S-8, under the Securities Act of 1933, as amended, at an
appropriate time.
As a result of the Merger, Louis DiFrancesco and Lawrence DiFrancesco, the
principal former owners of Particle Interconnect, Inc., each became the direct
and beneficial owners of Six Hundred Thousand shares, of the common stock of the
Registrant.
The consideration conveyed, in connection with the Merger, was determined by
arms length negotiations between independent, unaffiliated parties represented
by counsel of their choice.
The Registrant by virtue of this Merger, acquired full right, title and interest
in, of and to six (6) patents and seven (7) patent applications and certain
other proprietary intellectual property and technologies relating to a particle
enhanced process of electrical interconnection of metallic conductive materials.
For further information, please refer to Item 7 of this Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS.
Financial Statements of the acquired corporation will be provided within
the time period specified by the rules relating to filing reports on a
Current Report on Form 8K, by amendment, if required.
B. EXHIBITS.
Exhibit 2.1 - Plan and Agreement of Merger dated September 3, 1996, by and
between, Particle Interconnect, Inc., Particle Interconnect
Corporation and Intercell Corporation.
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 3, 1996
INTERCELL CORPORATION
/s/ Gordon J. Sales
------------------------------------
Gordon J. Sales,
President & Chief Executive Officer
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AGREEMENT AND PLAN OF MERGER
PARTICLE INTERCONNECT, INC.
(A California Corporation)
PARTICLE INTERCONNECT CORPORATION
(A Colorado Corporation)
INTERCELL CORPORATION
(A Colorado Corporation)
<PAGE>
AGREEMENT AND PLAN OF MERGER
(Pursuant to Section 7-111-107 of the Colorado Business Corporation Act
and Section 1108 of the California Corporations Code.)
This Agreement and Plan of Merger (the "Agreement"), dated and
effective as of September 3, 1996 is by and between Particle Interconnect, Inc.
("PII"), a California corporation, Particle Interconnect Corporation
("Particle"), a Colorado corporation, and Intercell Corporation, ("Intercell"),
a Colorado Corporation.
WITNESSETH:
WHEREAS, the Board of Directors of PII, Particle and Intercell deem it
advisable and in the best interests of PII, Particle and Intercell and their
respective shareholders that PII merge with and into Particle (the "Merger")
resulting in the issuance of the no par value common stock of Intercell
("Intercell Common Stock") in exchange for the shares of the $0.01 par value
common stock of PII ("PII Common Stock"), all as provided in this Agreement; and
WHEREAS, the specific business purpose of PII, Particle and Intercell
for entering into this Agreement is to consolidate the respective assets of PII
and Particle into one entity which is more capable of acquiring additional
capitalization and which is more competitive; and
WHEREAS, PII, Particle and Intercell desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger, and also desire to prescribe various conditions to the Merger; and
WHEREAS, the Boards of Directors of PII, Particle and Intercell have
each approved and adopted this Agreement as a plan of Merger between PII,
Particle and Intercell within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code of 1968, as amended (the "Code").
NOW THEREFORE, in consideration of the premises and of the mutual
agreements, provisions and covenants herein contained, the parties hereto hereby
agree as follows:
ARTICLE I
THE MERGER
1.01 Closing. The closing of the transactions contemplated herein (the
"Closing") shall occur at the offices of Particle at 3550 Marksheffel, Colorado
Springs, Colorado, 80925 or at such other place as is mutually agreeable to the
parties, on the earliest practicable date following the day on which the last of
any required shareholder approvals shall have been obtained, which date is
contemplated to be September 3, 1996 (the "Closing Date"). If the Closing Date
can be accelerated or must be delayed, the parties agree to consent to such
change.
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1.01.1 ARTICLES OF MERGER. This instrument shall also be considered
Articles of Merger which shall be filed, if required by any applicable law.
1.02 EFFECTIVE TIME OF THE MERGER. The "Effective Time of the Merger"
shall be the date and time that the Articles of Merger are filed with the
Secretary of State of the State of California.
1.02.1 REQUISITE APPROVAL. This Agreement and the Merger have been:
(a) Approved by the Boards of Directors of PII, Particle and
Intercell, as required by applicable law; and
(b) Approved by the number of votes cast, by each voting group of
PII, Particle and Intercell, entitled to vote separately on the
Merger, sufficient for approval by that voting group, as required
by applicable law.
1.03 CORPORATE EXISTENCE OF THE SURVIVING CORPORATION. At the Effective
Time of the Merger, PII shall be merged with and into Particle which shall be
the surviving corporation. The corporate identity, existence, purposes, powers,
franchises, rights and immunities of PII (hereinafter sometimes referred to as
the "Surviving Corporation") shall continue unaffected and unimpaired by the
Merger and the corporate identity, existence, purposes, powers, franchises,
rights and immunities of PII shall be merged into the Surviving Corporation and
the Surviving Corporation shall be fully vested therewith. The separate
existence of PII, except insofar as otherwise specifically provided by law,
shall cease at the Effective Time of the Merger, whereupon PII and the Surviving
Corporation shall be and become one single corporation.
1.04 ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. The Articles of
Incorporation of Particle, as in effect immediately prior to the Effective Time
of the Merger, shall continue in full force and effect as the Articles of
Incorporation of the Surviving Corporation.
1.05 BYLAWS OF SURVIVING CORPORATION. The Bylaws of Particle as in effect
immediately prior to the Effective Time of the Merger shall continue in full
force and effect as the Bylaws of the Surviving Corporation until amended in
accordance with law.
1.06 DIRECTORS AND OFFICERS OF SURVIVING CORPORATION. The duly qualified
and acting directors and officers of Particle immediately prior to the Effective
Time of the Merger shall be the directors and officers of the Surviving
Corporation, each such director and officer to hold office until the term for
which he or she has previously been elected shall expire and until his or her
successor has been elected and qualified.
1.07 EFFECT OF THE MERGER. At the Effective Time of the Merger, the
Surviving Corporation shall succeed to, without other transfer, and shall
possess and enjoy, all the rights, privileges, immunities, powers and franchises
both of a public and a private nature, and shall be subject to all the
restrictions, disabilities and duties of both Particle and PII; and all the
rights privileges, immunities, powers and franchises of both Particle and PII,
and all property, real, personal and mixed, tangible or intangible, and all
debts due to both Particle and PII on whatever account, for stock subscriptions
as well as for all other things in action or belonging to each of said
corporations shall be vested in the Surviving Corporation; and all property,
rights, privileges, immunities, powers and franchises, and all and every other
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interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of both Particle and PII; and the title to or any
interest in any real estate or oil, gas or mineral lease vested by deed,
assignment or otherwise in both Particle and PII shall not revert or be in any
way impaired by reason of the Merger; provided, however, that all rights of
creditors and liens upon any property of either Particle or PII shall be
preserved unimpaired, limited in lien to the property affected by such liens at
the Effective Time of the Merger; and all debts, liabilities and duties of both
Particle and PII, respectively, shall thenceforth attach to the Surviving
corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by the Surviving
Corporation.
1.08 ADDITIONAL OBLIGATIONS. If at any time the Surviving Corporation shall
deem or be advised that any further grants, assignments, confirmations or
assurances are necessary or desirable to vest or to perfect or confirm of record
or otherwise in the Surviving Corporation the title to any property of PII, the
officers or any of them and directors of PII shall execute and deliver any and
all such deeds, assignments, confirmations and assurances and do all things
necessary or proper so as to best prove, confirm and ratify title to such
property in the Surviving Corporation or to otherwise carry out the purposes of
the Merger and the terms of this Agreement or both. The Surviving Corporation
shall have the same power and authority to act in respect to any debts,
liabilities and duties of PII as PII would have had, had it continued in
existence.
1.09 CONVERSION AND EXCHANGE OF SHARES.
(a). The manner and basis of converting or exchanging the shares of
each of Particle and PII shall be as follows:
(1). Each share (and fraction thereof) of the $0.01
par value common stock of PII which shall be outstanding
immediately prior to the Effective Time of the Merger (except
any such shares which shall then be held in the treasury of
PII) shall be changed, by virtue of the Merger and without any
action on the part of the holder thereof, into: One Thousand
(1,000) shares of Intercell so that upon the Effective Time of
the Merger Intercell shall issue One Million, Four Hundred
Thousand (1,400,000) shares in exchange for all capital stock
of PII.
(2). At the Effective Time of the Merger, all capital
stock of PII owned by PII as treasury shares, if any, shall be
canceled and such shares shall not be converted into shares of
the Common Stock of Intercell. At the Effective Time of the
Merger, all capital stock of PII issued and outstanding shall
be canceled and automatically subject to conversion into
Intercell Common Stock as described in subparagraph
1.09(a)(1).
(3) No fractional shares of Intercell Common Stock
shall be issued in connection with the Merger. Instead, each
holder of record shares of Intercell Common Stock at the
Effective Date entitled to a fractional interest arising from
the conversion of such shares shall receive a cash payment for
such fractional share. The cash payment for such fractional
share shall be based upon the book value of such shares. No
such holder shall be entitled to dividends or other rights in
respect of any such fractional interest.
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(b). If not previously surrendered to Intercell, at the Closing, not
later than twenty (20) days after the Effective Time of the Merger, each holder
of an outstanding certificate or certificates which prior thereto represented
shares of PII Common Stock shall surrender the same to Corporate Stock Transfer,
Inc. ("Exchange Agent"), and each such holder shall be entitled upon such
surrender to receive in exchange therefor, a certificate or certificates
representing the number of shares of Intercell Common Stock into which the
certificate or certificates so surrendered shall have been converted as
aforesaid. After the Effective Time of the Merger and until surrendered to, and
canceled by the Exchange Agent, each certificate which, prior to the Effective
Time of the Merger, represented outstanding shares of PII Common Stock shall be
deemed for all corporate purposes to evidence the number of shares of Intercell
Common Stock into which the same shall be been converted. Dividends on common
stock of Intercell (if any are declared) payable after the Effective Time of the
Merger with respect to such shares shall not be paid with respect there to until
the related PII certificates shall be been surrendered, whereupon they shall be
paid without interest to the person in whose name Intercell Common Stock
certificates are issued. Notwithstanding the foregoing, any shareholder of PII
who lawfully elects to exercise his right to dissent form the Merger in
accordance with the California Corporation Code will not be deemed to have
converted his or her shares of PII Common Stock into shares of Intercell Common
Stock until such time as that shareholder is no longer entitled to payment for
his shares. At that time shares of PII Common Stock held by a dissenting
shareholder, but with respect to which such shareholder did not exercise his
right to dissent from the Merger, shall be deemed converted into shares of
Intercell Common Stock as aforesaid as of the Effective Time.
(c). For purposes of paragraphs 1.09(a) and (b) of this Article I,
shares of PII Common Stock outstanding immediately prior to the Effective Time
of the Merger shall not include any shares of PII Common Stock with respect to
which the holders thereof ("Dissenting PII Stockholders") shall have filed
written objections to the Merger in the manner provided in the California
Corporation Code, provided, that if any such person shall subsequently lose his
or her dissenter's rights, the shares of PII Common Stock held by such person
shall be deemed changed into shares of Intercell Common Stock as provided
herein, as of the Effective Time of the Merger, and shall be exchanged in the
manner and entitled to the rights provided herein. PII shall give Intercell (i)
prompt notice of any written objections or demands for payment of the value of
their shares of PII Common Stock received from the Dissenting PII Stockholders
and (ii) the opportunity to participate in all negotiations and proceedings with
respect to any such demands. PII shall not, without the prior written consent of
Intercell voluntarily make any payment with respect to, or settle or offer to
settle, any such demands.
(d). If any certificate for shares of Intercell Common Stock is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer with signatures thereon duly guaranteed by a bank or
trust company and that the person requesting such exchange (i) pay to the
Exchange Agent any transfer expenses or other taxes required by reason of the
issuance of a certificate for share of Intercell Common Stock in any name other
than that of the registered holder of the certificate surrendered or (ii)
establish to the satisfaction of the Exchange Agent that such transfer expenses
or other taxes required by the issuance of a certificate for shares of Intercell
Common Stock in the same name of the registered holder of the certificate for
PII Common Stock surrendered shall be paid by Intercell Corporation.
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(e) If Intercell has not previously delivered the Intercell Common
Stock deliverable hereunder, at the Closing, to the holders of the PII Common
Stock, as requested by such holders, then Intercell shall issue and deliver, or
cause to be issued and delivered to the Exchange Agent one certificate
representing the aggregate number of shares of Intercell Common Stock to which
all holders of PII Common Stock shall be entitled pursuant to this Agreement and
Plan of Merger, but in no event exceeding One Million, Four Hundred Thousand
(1,400,000) shares of Intercell Common Stock. The certificate so delivered by
Intercell shall thereafter be divided into certificates of such denominations
and registered in such names as requested by the shareholders of PII, but under
no circumstance shall Intercell be required to issue certificates for fractional
shares.
(f) If after the date hereof and prior to the Effective Time of the
Merger, (i) there shall be any recapitalization, split-up or consolidation of
shares of Intercell Common Stock or PII Common Stock or (ii) the outstanding
shares of Intercell or PII common Stock are, in connection with a Merger or
consolidation of Intercell or PII exchanged for a different number or class of
shares of stock of Intercell or PII or for the shares of the capital stock of
any other corporation or (iii) the record date for determination of holders of
Intercell or PII Common Stock entitled to receive a dividend payable in such
stock shall occur, then there shall be made an appropriate adjustment in the
number and class of the shares to be issued and delivered upon the Merger.
ARTICLE II
EXPENSES
2.01 EXPENSES. In the event that this Agreement shall be terminated, all
further obligations of the parties under this Agreement shall terminate without
further liability of either party and each party shall be responsible, without
reimbursement from the other, for all its costs and expenses incurred incident
to negotiations and preparation of this Agreement and to performance of and
compliance with all agreements and conditions contained herein on their part to
be performed or complied with, including the fees, expenses and disbursements of
counsel. In the event that the Merger shall be consummated each party hereto
will pay all of its costs and expenses in connection therewith. Notwithstanding
anything hereinabove contained, whether or not the Merger shall be consummated,
PII and Particle shall divide any printing and mailing costs incurred in
connection therewith in proportion to the number of stockholders of record of
PII and Particle respectively if such is required by applicable laws.
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ARTICLE III
SPECIFIC CONDITIONS
3.01 FINANCIAL STATEMENT REQUIREMENTS. If PII shall not within Sixty (60)
days after the Effective Time of the Merger provide to Intercell its audited
financial statements, prepared in accordance with generally accepted accounting
principles and satisfying the requirements of the Securities and Exchange
Commission, Intercell shall have the right (upon proof of delivery of written
Notice of Termination to PII) to terminate the Merger Ten (10) days thereafter
and all parties shall be returned to their status quo, without reservation,
prior to the Effective Time of the Merger. PII agrees to such termination under
these conditions.
3.02 OTHER SPECIFIC LEGAL REQUIREMENTS. None.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.10 GENERAL. PII (and its shareholders), Particle and Intercell hereby
mutually represent, warrant, acknowledge and agree that each has had made
available to it all material information deemed necessary, essential,
appropriate or material to such party toward making an informed investment
decision in connection with the transaction described herein. Further, PII,
Particle and Intercell mutually represent and warrant to each other that full
and unrestricted access to all information necessary to verify such information
and an opportunity to question the officers and directors of each has been made
available to it. PII, Particle and Intercell mutually represent and warrant that
each is in whatever capacity, in corporate good standing under the laws of their
respective jurisdictions, legally competent and duly authorized by action of its
Board of Directors (and if applicable, by action of its shareholders) to enter
into and to execute this Agreement as a valid, legal, binding and enforceable
agreement.
4.02 SPECIFIC.
4.02.1 INVESTMENT INTENT. All shareholders of PII who are acquiring the
securities of Intercell by virtue of this Agreement and the transaction
described herein, represent and warrant to Intercell, its transfer agent, its
counsel, officers and directors and to all applicable governmental authorities,
that each is acquiring the securities of Intercell, with a view toward
investment and not distribution, acknowledges that the securities being received
are "restricted securities" within the meaning of the Securities Act of 1933, as
amended, acknowledges that the certificates representing such securities will be
endorsed with a restrictive legend and that Intercell shall place a "Stop
Transfer" order with its transfer agent against further transfer of such
securities unless and until such transfers may be made in compliance with
applicable federal and state securities laws. If requested by counsel to
Intercell the shareholders of PII agree to execute Investment Representation
Letters to that effect and deliver same to counsel to Intercell.
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4.02.2 OFFER AND SALE, REPRESENTATION BY COUNSEL. All shareholders of PII
acknowledge and represent that this Agreement and the Merger were negotiated
while they collectively and physically were present and assembled in the State
of Colorado, in the presence of counsel of their choice, and that the offer,
sale and delivery after sale of the Intercell Common Stock made to them was
initially and exclusively made to them while they were present at such
negotiations in Colorado. Each shareholder of PII specifically represents and
warrants that at no time did Intercell or any affiliate of Intercell make any
offer, sale or delivery after sale to them, at anytime, of any type of security
of Intercell or its affiliates, in the State of California or any other state.
Each of the shareholders of PII represent and warrant that they have had an
adequate opportunity to discuss all of the terms and conditions of this
Agreement and the Merger with their counsel, to their full satisfaction and that
they have read the Agreement and fully understand, accept and approve the
Agreement and the Merger.
ARTICLE V
GENERAL
5.01 AMENDMENT. To the extent permitted by applicable law, this Agreement
and any exhibit attached hereto may be amended upon authorization by the Boards
of Directors of the parties hereto before or after any meeting of the
stockholders or of the parties, at any time prior to the Closing Date, except
that no such amendment shall affect the rate of exchange provided herein, unless
approved in writing, by all parties.
5.02 NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given if sent by express delivery, registered or
certified mail, postage prepaid, or delivered by messenger, addressed if to PII:
Louis DiFrancesco
31032 Hershey Avenue
Hayward, CA 94544
with a copy to:
Kurt English, Esq.
P.O. Box 2817
Newport Beach, CA 92663
and if to Particle or Intercell:
Intercell Corporation
999 West Hastings Street, Suite 1750
Vancouver, BC Canada V6C 2W2
<PAGE>
with a copy to:
Paul H. Metzinger, P.C.
370 17th Street, Suite 3290
Denver, CO 80202
or such other address as shall be furnished in writing by either party, and any
such notice or communication shall be deemed to have been given as of the date
so mailed (except that a notice of change of address shall not be deemed to have
been given until received by the addressee) or the date of delivery of the
notice if delivered by messenger.
5.03 NO ASSIGNMENT. This Agreement may not be assigned by operation of law
or otherwise.
5.04 HEADINGS. The description heading of the several Articles, Sections
and paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
5.05 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which may be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties hereto and delivered to each of the other parties hereto.
5.06 CONFIDENTIAL TREATMENT OF INFORMATION. PII and Intercell agree that in
the event the transactions contemplated by this Agreement shall not be
consummated, each party will keep and maintain in strict confidence all
information concerning the properties, business, activities and assets of PII
and Intercell obtained in the course of its or their examination pursuant to the
provisions of this Agreement and shall return to the other all copies of
documents, data, schedules and the like that such party shall have theretofore
acquired from the other party in connection with this Agreement.
5.07 PUBLICITY. All notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly
planned and coordinated by PII and Intercell and approved by their respective
counsel. No party shall act unilaterally in this regard without the prior
approval of the other.
5.08 FURTHER DOCUMENTS. Intercell, Particle and PII agree to execute any
and all other documents and to take such other action or corporate proceedings
as may be necessary or desirable to carry out the terms hereof.
5.09 ENTIRE AGREEMENT. This Agreement and the Exhibits attached hereto and
the Schedules and other documents and materials referred to herein embody the
entire agreement and understanding between the parties hereto and supersede all
prior agreements and understandings relating to the subject matter hereof.
5.10 APPLICABLE LAW. This Agreement shall be governed by, and its terms and
provisions shall be construed and enforced in accordance with the laws of the
State of Colorado.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf and its corporate seal to be hereunto affixed by its
officers thereunto duly authorized, all as of the day and year written.
PARTICLE INTERCONNECT, INC.
(A California Corporation)
/s/ Louis DiFrancesco
By: _______________________________
Louis DiFrancesco, President
ATTEST:
/s/ Patricia H. Grihalva
By: _______________________________
Patricia H. Grihalva,
Assistant Secretary
STATE OF COLORADO )
) ss.
COUNTY OF EL PASO )
The foregoing instrument was acknowledged before me this 3rd day of
September, 1996 by Louis DiFrancesco and Patricia H. Grihalva, respectively, of
Particle Interconnect, Inc., a California corporation, on behalf of the
corporation.
/s/ Paul H. Metzinger
-----------------------------------
Paul H. Metzinger
My commission expires January 13, 1997.
10
<PAGE>
PARTICLE INTERCONNECT CORPORATION
(A Colorado Corporation)
/s/ Gordon J. Sales
By: ___________________________________
Gordon J. Sales,
President & Chief Executive Officer
ATTEST:
/s/ Alan M. Smith
By: ____________________________________
Alan M. Smith, Secretary
STATE OF COLORADO )
) ss.
COUNTY OF EL PASO )
The foregoing instrument was acknowledged before me this 3rd day of
September, 1996 by Gordon J. Sales and Alan M. Smith, respectively, of Particle
Interconnect Corporation., a Colorado corporation, on behalf of the corporation.
/s/ Paul H. Metzinger
-----------------------------------
Paul H. Metzinger
My commission expires January 13, 1997.
11
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INTERCELL CORPORATION
(A Colorado Corporation)
/s/ Gordon J. Sales
By: _____________________________________
Gordon J. Sales,
President & Chief Executive Officer
ATTEST:
/s/ Alan M. Smith
By: _____________________________________
Alan M. Smith,
Secretary
STATE OF COLORADO )
) ss.
COUNTY OF EL PASO )
The foregoing instrument was acknowledged before me this 3rd day of
September, 1996 by Gordon J. Sales and Alan M. Smith, respectively, of Intercell
Corporation., a Colorado corporation, on behalf of the corporation.
/s/ Paul H. Metzinger
-----------------------------------
Paul H. Metzinger
My commission expires January 13, 1997
12
