<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. __)1
Intercell Corporation
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
4584 41300
- ------------------------------------------------------------------------------
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed
|_| Rule 13d - 1(b)
|X| Rule 13d - 1(c)
|_| Rule 13d - 1(d)
March 26, 1998
- ------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
- ----------
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which could alter the
disclosures provided in a prior cover page.
The information required on 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 5
<PAGE>
CUSIP No. 4584 41300 13G Page 2 of 5 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Capital Ventures International
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 2,634,160
- ------------------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 0
- ------------------------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,634,160
- ------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,634,160
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |_|
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
<PAGE>
CUSIP No. 4584 41300 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer:
Intercell Corporation (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
370 Seventeenth Street, Suite 3290, Denver, CO 80202
Item 2(a). Name of Person Filing:
Capital Ventures International (the "Reporting Person").
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Capitol Place, P.O. Box 1787GT, Grand Cayman, Cayman
Islands, BWI.
Item 2(c). Citizenship:
Cayman Islands.
Item 2(d). Title of Class of Securities:
Common Stock, no par value per share, of the Company ("Common
Stock").
Item 2(e). CUSIP Number:
4584 41300
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the
Exchange Act;
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange
Act;
(c) |_| Insurance company as defined in Section 3(a)(19) of
the Exchange Act;
(d) |_| Investment company registered under Section 8 of the
Investment Company Act;
(e) |_| An investment adviser in accordance with Rule
13-d(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. |X|
Item 4. Ownership.
(a) Amount beneficially owned:
2,634,160 shares*
<PAGE>
CUSIP No. 4584 41300 13G Page 4 of 5 Pages
(b) Percent of Class:
7.5%
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote:
2,634,160
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
2,634,160
(iv) Shared power to dispose of or direct the
disposition of:
0
*Note to Item 4(a). Consists of (i) 2,417,574 shares of Common Stock owned by
the Reporting Person, (ii) 101,715 shares of Common Stock issuable by the
Company to the Reporting Person upon conversion by the Reporting Person of
300 shares of Series C Preferred Stock of the Company based on an assumed
conversion price of $3.25, (iii) 53,333 shares of Common Stock issuable
by the Company to the Reporting Person upon exercise by the Reporting Person
of certain warrants with an exercise price of $3.9375 and (iv) 61,538 shares
of Common Stock issuable by the Company to the Reporting Person upon exercise
by the Reporting Person of certain warrants with an exercise price of $3.25.
The Series C Preferred Stock is convertible into Common Stock at a conversion
price equal to the lesser of (i) $3.25 and (ii) 85% of the market price of
the Common Stock at the time of conversion.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported 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 a Group.
Not applicable
<PAGE>
CUSIP No. 4584 41300 13G Page 5 of 5 Pages
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above 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
such purpose or effect.
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.
CAPITAL VENTURES INTERNATIONAL
By: Susquehanna Advisors Group, Inc.
(f/k/a) Bala International, Inc.
and Arbit, Inc.),
pursuant to a Limited Power of
Attorney, a copy of which is filed as
Exhibit A hereto.
By: /s/ Arthur Dantchik
-------------------------------
Arthur Dantchik, President
Date: April 8, 1998
-----------------------------
<PAGE>
EXHIBIT A
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY given on the 11th day of October, 1993 by
CAPITAL VENTURES INTERNATIONAL, (hereinafter called "the Company") whose
Registered Office is situated at Third Floor, One Regis Place, P.O. Box 1787,
Grand Cayman, Cayman Islands, B.W.I.
WHEREAS, by agreement dated August 28, 1989 by and between the Company and
Arbit, Inc., the Company expressly authorized Arbit, Inc. to enter into
transactions in certain designated areas as defined in the Agreement attached
hereto marked "Appendix 1."
NOW THIS DEED WITNESSETH that Ian A.N. Wight (Director) and Woodbourne
Associates (Cayman) Limited (Secretary) of the Company, hereby appoint
on behalf of the Company the firm of ARBIT, INC. which through its
officers, directors and employees is hereby formally granted limited
power of attorney for the purpose of entering into transactions on behalf of
and for the account of the Company and to take any actions on behalf of the
Company as may be necessary to consummate such transactions, including but
not limited to instructing the transfer of funds where necessary and
executing required documentation.
IN WITNESS WHEREOF, the Company has caused its common seal to be hereunto
affixed the day and year above written.
THE COMMON SEAL OF /s/
CAPITAL VENTURES INTERNATIONAL --------------------------------
was hereunto affixed in the presence of: Ian A.N. Wight
(Director)
/s/
--------------------------------
/s/
--------------------------------
Woodbourne Associates
(Cayman) Limited
(Secretary)
