UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25 SEC FILE NUMBER
0-14306
NOTIFICATION OF LATE FILING
CUSIP NUMBER
458441-30-0
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K
/X/ Form 10-Q / / Form N-SAR
For Period Ended: December 31, 1996
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
_________________________________________________________________
Read Instructions (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
commission has verified any information contained herein.
_________________________________________________________________
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
_________________________________________________________________
PART I - REGISTRANT INFORMATION
INTERCELL CORPORATION
_________________________________________________________________
Full Name of Registrant
N/A
_________________________________________________________________
Former Name if Applicable
999 West Hastings Street, Suite 1750
_________________________________________________________________
Address of Principal Executive Office (Street and Number)
Vancouver, B.C., Canada V6 C 2W2
_________________________________________________________________
City, State and Zip Code
<PAGE>
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
/X/ Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or
portion thereof will be filed on or before the
fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-f, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company requires an extension of the filing deadline for its December
31, 1996 Form 10-Q so that it may evaluate the impact of recent interpretations
regarding the valuation of "deemed dividends" imbedded in the issuance of its
Series C preferred stock with conversion provisions at a discount to market.
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Alan M. Smith, Chief
Financial Officer 604 684-1533
_______________________ ___________ ____________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months or for such shorter
period that the Registrant was required
to file such report(s) been filed? If answer
is no, identify report(s). /X/ YES / / NO
____________________________________________________________
(3) Is it anticipated that any significant
change in results of operations from the
corresponding period for the last fiscal
year will be reflected by the earnings
statements to be included in the subject
report or portion thereof? / / YES /X/ NO
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
_________________________________________________________________
INTERCELL CORPORATION
____________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Gordon J. Sales
Date: February 11, 1996 By:________________________________
Gordon J. Sales, President and
Chief Executive Officer
<PAGE>
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.
ATTENTION
_________________________________________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
_________________________________________________________________
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form
and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549,
in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record
in the Commission files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on
which any class of securities of the registrant is
registered.
4. Amendments to the notification must also be filed on form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified
as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by
electronic filers unable to timely file a report solely due
to electronic difficulties. Filers unable to submit a
report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section
232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
