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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Intercell Corporation
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(Name of Issuer)
Series E Voting Convertible Preferred Stock, no par
Common Stock, no par value
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(Title of Class of Securities)
458441300
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(CUSIP Number)
R. Mark Richards
Technology Investors, LLC
3892 Weld County Road 45
P.O. Box 388, Hudson, CO 80642
(303) 910-6591
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 30, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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).
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CUSIP No. 458441300
1. Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only).
Technology Investors, LLC
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X] The Reporting Person describes a relationship
with another person but does not affirm the existence
of a group. See Item 6.
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization Colorado, USA
Number of 7. Sole Voting Power
Shares 700 shares of Series E Voting Convertible Preferred Shares
Beneficially ("Series E Preferred Stock") convertible into 6,020,000
Owned by shares of common stock ("Common Stock") of Intercell
Each Corporation
Reporting
Person With 8. Shared Voting Power
-0-
9. Sole Dispositive Power
700 shares of Series E Preferred Stock convertible into
6,020,000 shares of Common Stock
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
700 shares of Series E Preferred Stock convertible into
6,020,000 shares of Common Stock
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
The 700 shares of Series E Preferred Stock represent 70% of
the Series E Preferred Stock and the 6,020,000 shares of
Common Stock represent approximately 3.5% of the Common
Stock issuable upon conversion of the Series E Preferred
Stock*
14. Type of Reporting Person (See Instructions) 00
* Assumes that all of the outstanding exercisable or convertible securities of
Intercell Corporation are exercised or converted into shares of Common Stock
1
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CUSIP No. 458441300
1. Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only).
R. Mark Richards
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X] The Reporting Person describes a relationship
with another person but does not affirm the existence
of a group. See Item 6.
3. SEC Use Only
4. Source of Funds (See Instructions) WC, PF
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization USA
Number of 7. Sole Voting Power
Shares 700 shares of Series E Voting Convertible Preferred Shares
Beneficially ("Series E Preferred Stock") convertible into 6,020,000
Owned by shares of common stock ("Common Stock") of Intercell
Each Corporation
Reporting
Person With 8. Shared Voting Power
-0-
9. Sole Dispositive Power
700 shares of Series E Preferred Stock convertible into
6,020,000 shares of Common Stock
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
700 shares of Series E Preferred Stock convertible into
6,020,000 shares of Common Stock
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
The 700 shares of Series E Preferred Stock represent 70% of
the Series E Preferred Stock and the 6,020,000 shares of
Common Stock represent approximately 3.5% of the Common
Stock issuable upon conversion of the Series E Preferred
Stock*
14. Type of Reporting Person (See Instructions) IN
* Assumes that all of the outstanding exercisable or convertible securities of
Intercell Corporation are exercised or converted into shares of Common Stock
2
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Item 1. Security and Issuer
This statement relates to the common stock, no par value (the "Common
Stock") and the Series E Voting Convertible Preferred Shares (the "Series E
Preferred Stock") of Intercell Corporation (the "Issuer"), whose principal
executive offices are located at 370 17th Street, Suite 3580, Denver, CO 80202.
Item 2. Identity and Background
(a) - (c) This statement is being filed by Technology Investors, LLC
("Technology Investors") and R. Mark Richards (the "Control Person"
and collectively with Technology Investors, the "Reporting Persons").
Technology Investors is a Colorado holding company. The principal
offices of Technology Investors and the business address for the
Control Person are located at 3892 Weld County Road 45, Hudson, CO
80642. The principal employment of the Control Person is as the
Program Manager - Radiological Engineering, of the Rocky Flats
Environmental Technology Site in Denver, Colorado and is the sole
manager of Technology Investors.
(d) - (e) During the last five years, the Reporting Persons have not been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject 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.
(f) The Control Person is a United States citizen. Technology Investors
is a Colorado limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired 700 shares of Series E Preferred Stock
convertible into 6,020,000 shares of Common Stock with $70,000 cash from working
capital.
Item 4. Purpose of Transaction
The purpose of the acquisition by the Reporting Person of the 700 shares of
Series E Preferred Stock convertible into 6,020,000 shares of Common Stock was
to facilitate a re-incorporation, recapitalization and refinancing of the Issuer
based on the agreement described in Exhibit 1.00 attached hereto.
Item 5. Interest in Securities of the Issuer
(a) 700 shares of Series E Preferred Stock, representing 70% of the Series E
Preferred Stock on a fully-diluted basis, that can be converted into
6,020,000 shares of Common Stock, representing 3.5% of the Common Stock,
are beneficially owned by the Reporting Persons.
(b) The Reporting Persons have sole voting power for all securities listed in
(a) above.
(c) No transactions were effected by the Reporting Persons during the past 60
days or since the most recent filing on Schedule 13D.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from the Common Stock of the Issuer
identified in paragraph (a) of this Item.
(e) No Reporting Person ceased to be the beneficial owner of more than five
percent of the Common Stock of the Issuer.
3
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Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Technology Investors has an understanding with the holder of the other 300
Series E Preferred Stock that it will vote its shares along with such other
holders to approve the plan in accordance with Exhibit 1.00 attached hereto.
Item 7. Material to be Filed as Exhibits
(1.00) Letter Agreement among the Issuer, Triad and Technology Investors,
LLC
(2.00) Joint Filing Agreement between Technology Investors and the Control
Person
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Signature
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated the 10th of April, 2000.
TECHNOLOGY INVESTORS, LLC
By: /s/ R. Mark Richards
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Name: R. Mark Richards
Title: President
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/s/ R. Mark Richards
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Name: R. Mark Richards
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EXHIBIT INDEX
Exhibit No. Description
1.00 Letter Agreement among the Issuer, Triad Technologies, LLC
and Technology Investors
2.00 Joint Filing Agreement between Technology Investors and the
Control Person
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EXHIBIT 1.00
February 14, 2000
Board of Directors
Intercell Corporation
370 17th Street, Suite 3580
Denver, CO 80202
RE: ALTERNATIVE FINANCING AND RECAPITALIZATION PROPOSAL
Gentlemen:
Triad Technologies, LLC, a Nevada Limited Liability Company, and Technology
Investors, LLC, a Colorado Limited Liability Company, (collectively "the
Investors") hereby make the following binding offer to Intercell Corporation to
assist it in obtaining necessary financing and effecting an appropriate
recapitalization with a view towards making Intercell Corporation an operating
entity and creating shareholder value.
We propose the following:
1. The Investors will purchase 1,000 Convertible Preferred Shares of
Intercell Corporation for the sum of $100,000.
2. The Convertible Preferred Shares shall have the following attributes
among others:
(a) Super priority voting power, giving the Investors a voting
power of not less than 51% of the voting power of all combined
classes of all shares of outstanding voting securities.
(b) Promptly, upon payment to Intercell Corporation, for such
Convertible Preferred Shares, Intercell Corporation shall
convene a Special Meeting of the Shareholders for the purposes
of, among other things, approving: (i) a reverse stock split
deemed appropriate by the Investors (1:20 or 1:30); (ii) a
change in the corporate domicile of Intercell Corporation from
Colorado to Nevada; (iii) election of a new Board of
Directors, as the Investors shall designate in writing by
separate instrument; (iv) such other things as deemed
necessary, essential or appropriate by management and counsel
to Intercell Corporation.
3. The Convertible Preferred Shares shall be convertible into not less
than 5.0% of all post-split issued and outstanding shares of Intercell.
4. In addition, the Investors shall purchase 1,500,000 restricted common
shares of Nanopierce Technologies, Inc. for $900,000 from Intercell.
Intercell shall sell such shares to Investors free of all liens and
encumbrances.
5. The Board of Directors of Intercell Corporation shall upon approval of
this offer appoint Mr. Mallory M. Smith, CPA and Mr. R. Mark Richards
as the nominees of the Investors to the Board of
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Directors. The Investors shall have unrestricted right to add or remove any
directors they deem appropriate at the Special Meeting of the Shareholders.
6. Stanley Richards, who has an outstanding note payable to Intercell
Corporation in the amount of $422,500, agrees to accelerate the payment due
date of the note and to pay the balance of such note in the approximate
amount of $418,476.46 on the date that the Amendment to the Articles of
Incorporation set forth herein are approved by the shareholders, in order
to provide additional working capital and operating funds to Intercell
Corporation.
7. Payment of the $900,000 for the Nanopierce Technologies, Inc. shares shall
be represented by the secured corporate promissory notes of Investors
secured by free trading securities of Nanopierce Technologies, Inc.
tendered by the Investors in an amount of not less than $900,000 valued at
the closing bid price of the common stock of Nanopierce Technologies, Inc.
on February 16, 2000. Such shares shall be transferred by DTC to Paine
Webber (Denver, Colorado) Intercell Corporation Acct: AB63680. If on or
before the approval date of the Amendment to the Articles of Incorporation
by the shareholders, the Investors have not tendered a total $900,000 in
cash, then such shares, or the appropriate prorata amount, shall
irrevocably belong to Intercell Corporation. If the payment is made in
cash, prior to that time, then Intercell Corporation shall tender such free
trading NanoPierce Technologies, Inc. shares back to the Investors and the
secured promissory notes shall be unconditionally cancelled.
8. The Investors, shall upon the approval of this transaction by the Board of
Directors of Intercell Corporation, promptly prepare and file such
schedules, reports or forms as deemed necessary, essential, appropriate or
advisable by counsel to comply with federal securities laws.
9. Investors shall use their best efforts, at their sole expense, to purchase
the Series D Preferred stock from Messrs. Bo Wiley and Robert Macri. This
effort is intended to eliminate or minimize the threatened or actual
litigation by such Holders as a result of Intercell Corporation's inability
to deliver common shares to such Holders because of the unavailability of
authorized common shares deliverable upon conversion. This transaction is
not part of the transaction described herein because it is not a company
matter, but rather a private transaction between the Investors and Messrs.
Wiley and Macri.
The Investors give no guarantee that they will succeed in their efforts
to deal with the Holders of the Series D Preferred Shares.
Intercell Corporation waives any rights, including redemption rights to
acquire the Series D Preferred shares or the underlying common shares if
the Investors succeed in their efforts.
10. This offer is final and must be accepted on or before 7:00 pm of the date
of the Board of Directors Meeting to which it is submitted by execution on
behalf of Intercell Corporation, by Paul H. Metzinger, President and Chief
Executive Officer of the Company.
Sincerely,
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TRIAD TECHNOLOGIES, LLC TECHNOLOGY INVESTORS, LLC
/s/ H. Glenn Bagwell, Jr. /s/ R. Mark Richards
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By: H. Glenn Bagwell, Jr., Esq. By: R. Mark Richards
Authorized Agent
Agreed to, Accepted and Approved this 14th day of February, 2000, on behalf of
Intercell Corporation by Board approval, duly granted and given on the 14th day
of February, 2000.
INTERCELL CORPORATION
/s/ Paul H. Metzinger
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Paul H. Metzinger
President & Chief Executive Officer
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Exhibit 2.00
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 promulgated under the Securities Exchange Act
of 1934, as amended, each of the undersigned hereby agrees to the joint filing
on behalf of each of them of a statement on Schedule 13D (including any
amendments thereto) with respect to the Common Stock, no par value and the
Voting Series E Convertible Preferred Stock, no par value per share, of
Intercell Corporation and that this Agreement be filed as an Exhibit to such
statement on Schedule 13D.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement
effective as of the 10th day of April, 2000.
TECHNOLOGY INVESTORS, LLC
By: /s/ R. Mark Richards
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Name: R. Mark Richards
Title: President
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/s/ R. Mark Richards
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Name: R. Mark Richards
