SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Intercell Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
4584 41300
(CUSIP Number)
Richard J. Emmerich
Global Capital Management, Inc.
601 Carlson Parkway
Suite 200
Minnetonka, Minnesota 55305
(612) 476-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
(continued on following pages)
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CUSIP No. 4584 41300 Schedule 13D
1) Name of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons Global Capital Management,
Inc./FEIN 41-1625323
2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
[ ]
6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
with:
(7) Sole Voting Power
2,728,431 (See Item 5)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
2,728,431 (See Item 5)
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,728,431 (See Item 5)
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
8.7% (See Item 5)
14) Type of Reporting Person
CO
Page 2 of 7 Pages
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, no par value
("Common Stock"), of Intercell Corporation, a Colorado corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 999 West Hastings Street, Suite 1750, Vancouver, British
Columbia, Canada V6C 2W2.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Global Capital Management,
Inc., a Delaware corporation ("Global"). Global manages private
investment vehicles. Global is the general partner of Global Bermuda
Limited Partnership, a Bermuda limited partnership (the "Partnership".
Global is also the investment manager of Lakeshore International,
Ltd., a Bermuda limited liability company (the "Offshore Fund"; the
Partnership and the Offshore Fund are referred to collectively herein
as the "Investors"). The directors and executive officers of Global
are Richard J. Emmerich, John D. Brandenborg, and Michael J. Frey (the
"Directors"), who are principally employed, respectively, as President
and Chief Executive Officer, Vice President and Treasurer, and Vice
President and Secretary of Global. All of the Directors are U.S.
citizens.
The principal office of Global is located at 601 Carlson Parkway,
Suite 200, Minnetonka, Minnesota 55305, which is also the office
address of Messrs. Emmerich, Frey and Brandenborg.
During the last five years, neither Global nor any of the
Directors has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction subjecting it or him to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 10, 1996, the Partnership acquired 45 shares of the
Issuer s Series C Preferred Stock, no par value (the "Series C
Preferred Stock"), and a warrant to purchase up to 69,231 shares of
Common Stock (the "Partnership Warrant") for an aggregate price of
$450,000, which the Partnership paid out of its working capital.
The Partnership subsequently acquired an aggregate of 1,394,701
shares of Common Stock through conversion of all 45 shares of its
Series C Preferred Stock.
Page 3 of 7 Pages
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On December 10, 1996, the Offshore Fund acquired 35 shares of the
Series C Preferred Stock, and a warrant to purchase up to 53,846
shares of Common Stock (the "Offshore Fund Warrant"; the Partnership
Warrant and the Offshore Fund Warrant are referred to collectively
herein as the "Warrants") for an aggregate price of $350,000, which
the Offshore Fund paid out of its working capital.
The Offshore Fund subsequently acquired an aggregate of 1,276,815
shares of Common Stock through conversion of all 35 shares of its
Series C Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Investors acquired the Series C Preferred Stock, the
Warrants, and the shares of Common Stock referred to in Item 3 for
investment purposes.
Neither Global nor the Directors have any plans or proposals
which relate to or would result in transactions of the kind described
in paragraphs (a) through (j) of Item 4 of Schedule 13D, except that
Global may from time cause the Investors to acquire Common Stock for
investment purposes by exercising the Warrants and may from time to
time sell shares of Common Stock long or short in the market or in
negotiated transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 17, 1997:
(a) Global was the beneficial owner of an aggregate of 2,728,431
shares of Common Stock of the Issuer (consisting of
2,590,116 shares of Common Stock and 138,315 shares of
Common Stock underlying the Warrants). The Issuer has
advised Global that the Issuer had 31,346,127 shares of
Common Stock outstanding as of July 18, 1997. Based on that
number of shares and treating as also being outstanding the
shares of Common Stock underlying the Warrants, Global would
be deemed to be the beneficial owner of 8.7% of the Issuer s
outstanding Common Stock.
(b) Global has the sole power to vote and dispose of all shares
of Common Stock and would have the sole power to vote and
dispose of any additional shares of Common Stock issued upon
exercise of the Warrants.
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
to July 27, 1997 (I.E., 10 days after July 17, 1997). The
sale of Common Stock described in Schedule A occurred on the
OTC Bulletin Board system.
Page 4 of 7 Pages
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(d) No person other than the Investors has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, all shares of Common Stock and no
person other than the Investors would have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any additional
shares of Common Stock issued upon exercise of the Warrants.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2
herein with respect to securities of the Issuer (other than contracts,
arrangements, understandings and relationships generally applicable to
portfolio securities of the Investors, such as the partnership
agreement of the Partnership and the investment management agreement
between Global and the Offshore Fund). There are no contracts,
arrangements, understandings or relationships between such persons
and any other person with respect to any securities of the Issuer,
except for agreements entered into between the Investors and the
Issuer in connection with the Investors' acquisition of the Series C
Preferred Stock and the Warrants.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed as part of this Schedule
13D.
Page 5 of 7 Pages
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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.
Date: August 6, 1997 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
----------------------------
Name: John D. Brandenborg
Title: Vice-President
Page 6 of 7 Pages
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SCHEDULE A
----------
Transaction Transacting
Date Party Transaction Quantity Price
----------- ----------- ----------- -------- -----
7/2/97 Global Bermuda Sell 31,400 $0.281
Limited
Partnership
7/17/97 Global Bermuda Conversion of 1,313,296 n/a
Limited 36 shares of
Partnership Series C
Preferred
Stock into
Common Stock
7/17/97 Lakeshore Conversion of 1,276,815 n/a
International, 35 shares of
Ltd. Series C
Preferred
Stock into
Common Stock
Page 7 of 7 Pages
