UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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* SEC FILE NUMBER *
* 0-14306 *
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* CUSIP NUMBER *
* 458441300 *
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NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K and Form 10-KSB |_| Form 20-F
|_| Form 11-K |_| Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: September 30, 1997
[ ] 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:_______
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Intercell Corporation
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Full Name of Registrant
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Former Name if Applicable
370 Seventeenth Street, Suite 3290
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Address of Principal Executive Office (Street and Number)
Denver, Colorado 80202
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City, State and Zip Code
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
| (b) or expense;
| The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
[x] | portion thereof, will be filed on or before the fifteenth
| calendar day following the prescribed due date; or the
| subject quarterly report or 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
Please See Attached.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Alan M. Smith (604) 683-7714
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(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
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(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? |X| Yes |_| 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.
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Intercell Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 29, 1997 By /s/ Paul H. Metzinger
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Paul H. Metzinger, Director, Chief
Executive Officer and President
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). *
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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 notifications 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 (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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PART III - NARRATIVE
On June 6, 1997, the Registrant acquired approximately 90% of the issued
and outstanding common stock of Sigma 7 Corporation ("Sigma 7"), which
previously had been a privately held company. Since the acquisition, management
of the Registrant has spent a substantial amount of time and effort regarding
Sigma 7 retaining new management, evaluating its product lines and arranging
financing needs. Because of such matters, the time necessary for management to
arrange and complete the appropriate books and records for the Sigma 7 audit has
taken longer than anticipated. As a result, the Registrant has been unable to
complete in a timely manner the preparation of its Annual Report on Form 10-K
for the fiscal year ended September 30, 1997.
PART IV - OTHER INFORMATION
3. The Registrant has previously reported that net sales for the nine
month periods ended June 30, 1997 and June 30, 1996 were $5,426,000 and
$2,499,000, respectively, and that net losses applicable to common
stockholders for such periods were $7,275,000 and $6,908,000
respectively. While the Registrant currently is unable to estimate net
sales and operating results for the fiscal year ended September 30,
1997, the Registrant has no reason to believe that trends for the nine
month period will not continue.
