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SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 8, 1998
Intercell Corporation
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(Exact Name of Registrant as Specified in Charter)
Colorado 0-14306 84-0928627
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(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
370 Seventeenth Street, Suite 3290
Denver, Colorado 80202
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 592-1010
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)
(i) On April 8, 1998 the Registrant dismissed KPMG Peat Marwick, L.L.P.
("KPMG") as its independent auditor, and engaged Gelfond Hochstadt
Pangburn & Co., ("Gelfond") as its new principal independent
accountant effective, April 8, 1998.
(ii) There was no adverse opinion or disclaimer of opinion, or
qualification or modification as to uncertainty, audit scope, or
accounting principles for either of the Registrant's past two (2)
years except, that the former principal independent accountant's
report on the consolidated financial statements of Intercell
Corporation and subsidiaries as of and for the years ended September
30, 1997 and 1996, contained a separate paragraph stating that "the
Company has suffered recurring losses from operations and has a
deficiency in working capital, which raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result
from the outcome of this uncertainty."
(iii) It is expected that the Board of Directors of the Registrant will
approve the dismissal of KPMG and the engagement of Gelfond as its new
principal independent accountant effective, as of April 8, 1998.
(iv) There were no disagreements within the meaning of Item 304 (a)(1)(iv)
of Regulation S-K during the Registrant's two (2) most recent fiscal
years and the subsequent period up to the date of the engagement of
the new principal independent accountant.
(v) KPMG has advised the Registrant in writing that: "[t]he Company has
not developed an adequate financial accounting and reporting
infrastructure to properly record non-routine transactions and to
effectively consolidate operating entity information. Further, there
are very few personnel dedicated to the accounting function and, until
recently, the Company had no financial accounting personnel with
public company experience. In addition, there is no integrated
accounting system, operations at the operating entity level are
decentralized and there are no formal common reporting practices and
procedures, and there is no formal policy requiring the assessment of
accounting rules on strategic decisions."
KPMG and two of the directors of the Registrant have discussed the
subject matter of each such concern, and the Registrant has authorized
KPMG to respond fully to the inquiries of Gelfond concerning the
subject matter of each such concern.
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(b) The Registrant or someone on its behalf has not consulted Gelfond
during its two (2) most recent fiscal years, or any subsequent interim
period prior to its engagement of Gelfond.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
C. Exhibits.
16.01 Letter dated April 13, 1998 from Registrant's former
principal independent accountant.
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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 thereunto duly authorized.
INTERCELL CORPORATION
Date: April 14, 1998 By: /s/ Paul H. Metzinger
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Paul H. Metzinger, Chief Executive Officer,
President
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LIST OF EXHIBITS
16.01 Letter dated April 13, 1998 from Registrant's former principal
independent accountant.
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EXHIBIT 16.01
KPMG PEAT MARWICK LLP
500 E. Middlefield Road Telephone 650 404 5000 Fax 650 404 5750
Mountain View, CA 94043
Securities and Exchange Commission April 13, 1998
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Intercell Corporation (the Company)
and, under the date of January 16, 1998, we reported on the consolidated
financial statements of the Company and subsidiaries as of and for the years
ended September 30, 1997 and 1996. On April 8, 1998 our appointment as
principal accountants was terminated. We have read the Company's statements
included under Item 4 of its Form 8-K dated April 8, 1998, and we agree with
such statements except that we are not in a position to agree or disagree with
the Company's statements regarding the expected approval by the Company's Board
of Directors of our dismissal, hiring of Gelfond, or the lack of consultation
with Gelfond.
Very truly yours,
/s/ KPMG Peat Marwick LLP
16.01-1
