SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D/A
(Amendment No. 1)
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)
December 30, 1998
(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) <PAGE>
CUSIP No. 4584 41300 Schedule 13D/A (Amendment No. 1)
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
2,628,431 as of December 30, 1998
1,948,431 as of February 18, 1999
(8) Shared Voting Power
0
(9) Sole Dispositive Power
2,628,431 as of December 30, 1998
1,948,431 as of February 18, 1999
(10) Shared Dispositive Power
0
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,628,431 as of December 30, 1998
1,948,431 as of February 18, 1999
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11)
6.7% as of December 30, 1998
4.9% as of February 18, 1999
14) Type of Reporting Person
CO
Page 2 of 6 Pages<PAGE>
SCHEDULE 13D/A
(Amendment No. 1)
This Amendment No. 1 to the Statement on Schedule 13D is being
filed pursuant to Section 13(d) of the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder. This Amendment
No. 1 amends and supplements the Statement on Schedule 13D (the
"Schedule 13D") relating to the common stock, no par value ("Common
Stock"), of Intercell Corporation, a Colorado corporation (the
"Issuer"), previously filed by Global Capital Management, Inc., a
Delaware corporation ("Global"). Capitalized terms used and not
defined herein shall have the meanings set forth in the Schedule 13D.
Except as amended herein, the Schedule 13D previously filed remains
unchanged.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is amended by adding the following:
(a) Without modifying the description set forth in this Item
5(a):
(1) As of December 30, 1998, Global was the beneficial
owner of an aggregate of 2,628,431 shares of Common
Stock of the Issuer (consisting of 2,490,116 shares of
Common Stock and 138,315 shares of Common Stock
underlying the Warrants). Based upon the Issuer's Form
10-QSB for the quarter ended June 30, 1998, the Issuer
had 39,064,533 shares of Common Stock outstanding as of
November 16, 1998. Based upon that number of shares
and treating as also being outstanding the shares of
Common Stock underlying the Warrants, Global would be
deemed as of December 30, 1998 to be the beneficial
owner of 6.7% of the Issuer's outstanding Common Stock.
(2) As of the date hereof, Global is the beneficial owner
of an aggregate of 1,948,431 shares of Common Stock of
the Issuer (consisting of 1,810,116 shares of Common
Stock and 138,315 shares of Common Stock underlying the
Warrants). Based upon the Issuer's Form 10-QSB for the
quarter ended June 30, 1998, the Issuer had 39,064,533
shares of Common Stock outstanding as of November 16,
1998. Based upon that number of shares and treating as
also being outstanding the shares of Common Stock
underlying the Warrants, Global would be deemed as of
the date hereof to be the beneficial owner of 4.9% of
the Issuer's outstanding Common Stock.
Item 5(c) is amended by adding the following:
(c) Schedule A describes each transaction in Common Stock
effected by the Investors during the sixty (60) days prior
Page 3 of 6 Pages<PAGE>
to (and including) December 30, 1998 and February 18, 1999.
All such transactions were executed on the OTC Bulletin
Board system.
Item 5(e) is amended to read as follows:
(e) Global ceased to be the beneficial owner of more than five
percent of the Issuer's Common Stock as of February 18,
1999.
Page 4 of 6 Pages<PAGE>
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: February 24, 1999 GLOBAL CAPITAL MANAGEMENT, INC.
By: /s/ John D. Brandenborg
------------------------------
Name: John D. Brandenborg
Title: President
Page 5 of 6 Pages<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
12/30/98 Global Bermuda L.P. Sell 100,000 $.012
1/19/99 Global Bermuda L.P. Sell 30,000 $.012
1/20/99 Global Bermuda L.P. Sell 30,000 $.0125
1/21/99 Global Bermuda L.P. Sell 160,000 $.01343
1/27/99 Global Bermuda L.P. Sell 20,000 $.015
2/1/99 Global Bermuda L.P. Sell 100,000 $.02
2/2/99 Global Bermuda L.P. Sell 10,000 $.02
2/3/99 Global Bermuda L.P. Sell 20,000 $.02
2/4/99 Global Bermuda L.P. Sell 10,000 $.02
2/5/99 Global Bermuda L.P. Sell 70,000 $.02
2/8/99 Global Bermuda L.P. Sell 35,000 $.055
2/9/99 Global Bermuda L.P. Sell 40,000 $.041
2/12/99 Global Bermuda L.P. Sell 25,000 $.032
2/16/99 Global Bermuda L.P. Sell 80,000 $.031
2/18/99 Global Bermuda L.P. Sell 50,000 $.021
</TABLE>
Page 6 of 6 Pages<PAGE>
