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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)
Common Stock, no par value
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(Title of Class of Securities)
458441300
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(CUSIP Number)
Cheri L. Metzinger
Corporate Advisors, Inc.
3236 Jellison Street
Wheatridge, CO 80202
(303)202-6281
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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).
Corporate Advisors, Inc.
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X] The Reporting Person disclaims membership in a
group. See Item 4.
3. SEC Use Only
4. Source of Funds (See Instructions) WC, OO
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 33,868,929
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power 33,868,929
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
33,868,929
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 19.7%*
14. Type of Reporting Person (See Instructions) CO, HC
*Assumes that all of the outstanding convertible securities of Intercell
Corporation are exercised or converted into shares of Common Stock
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CUSIP No. 458441300
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Cheri L. Metzinger (the "Control Person")
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X] The Reporting Person disclaims membership in a
group. See Item 4.
3. SEC Use Only
4. Source of Funds (See Instructions) WC, OO, 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 37,721,473*
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power 37,721,473*
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,721,473*
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 21.9%**
14. Type of Reporting Person (See Instructions) IN
*Assumes that all of the convertible or exercisable securities of the Control
Person are exercised or converted into shares of Common Stock
**Assumes that all of the outstanding convertible securities of Intercell
Corporation are exercised or converted into shares of Common Stock.
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Item 1. Security and Issuer
This statement relates to the common stock, no par value (the "Common
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 Corporate Advisors, Inc. ("Corporate
Advisors") and Cheri L. Metzinger (the "Control Person" and
collectively with Corporate Advisors, the "Reporting Persons").
Corporate Advisors is a Colorado holding company. The principal
offices of Corporate Advisors and the business address of the Control
Person are located at 3236 Jellison Street, Wheatridge, CO 80033. The
principal employment of the Control Person is a computer consultant
and is the sole officer and director of Corporate Advisors.
(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. Corporate Advisors is
a Colorado corporation.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition by the Reporting Persons of the Common Stock held by
Corporate Advisors was made by exchanging securities owned by Corporate
Advisors, valued at $5.00 per share equal to $1,560,000 and $705,000 cash. The
source of the consideration was the assets of Corporate Advisors. Certain of the
securities used to acquire the Common Stock are held as collateral by Robert
Macri and Bo Wiley (the former owners of the securities used to acquire the
Common Stock), and if no default occurs will revert to Corporate Advisors. The
Common Stock previously acquired by the Control Person (other than the Common
Stock acquired by Corporate Advisors) was obtained from personal funds.
Item 4. Purpose of Transaction
The purpose of the acquisition of the 33,868,929 shares of Common
Stock held by the Reporting Persons was to facilitate a re-incorporation,
recapitalization and refinancing of the Issuer in connection with the agreement
that is attached hereto as Exhibit 1.00. The prior acquisitions of Common Stock
held by the Control Person was for general investment purposes.
Item 5. Interest in Securities of the Issuer
(a) (i) 33,868,929 shares of Common Stock, representing 19.7% of the
Common Stock of the Issuer on a fully-diluted basis, are beneficially
owned by Corporate Advisors and (ii) 37,721,473 shares of Common
Stock, representing 21.9% of the Common Stock of the Issuer on a
fully-diluted basis, are beneficially owned by the Control Person.
(b) Corporate Advisors has sole voting power for all securities listed in
(a)(i) above and the Control Person has sole voting power for all
securities listed in (a)(ii) above.
(c) No transactions were effected by the Reporting Persons during the
past 60 days or since the most recent filing on Schedule 13D.
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(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.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
(1.00) Letter Agreement among the Issuer, Triad Technologies, LLC
and Technology Investors, LLC.
(2.00) Joint Filing Agreement between Corporate Advisors 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.
CORPORATE ADVISORS, INC.
By:/s/ Cheri L. Metzinger
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Name: Cheri L. Metzinger
Title: President
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/s/ Cheri L. Metzinger
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Name: Cheri L. Metzinger
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EXHIBIT INDEX
Exhibit No. Description
1.00 Letter Agreement among the Issuer, Triad Technologies, LLC and
Technology Investors, LLC
2.00 Joint Filing Agreement between Corporate Advisors 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, 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.
CORPORATE ADVISORS, INC.
By: /s/ Cheri L. Metzinger
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Name: Cheri L. Metzinger
Title: President
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/s/ Cheri L. Metzinger
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Name: Cheri L. Metzinger
