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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)
Timothy Solomon
Gemini Investments, Ltd.
Cayman National Trust Co, Ltd.,
Cayman National Building Elgin Avenue
Grand Cayman Islands, BWI
(345) 949-0445
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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).
Gemini Investments, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [_]
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 Cayman Islands,
British West Indies
Number of 7. Sole Voting Power 9,627,881
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power 9,627,881
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,627,881
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
13. Percent of Class Represented by Amount in Row (11) 5.5%*
14. Type of Reporting Person (See Instructions) CO
*Assumes that all of the outstanding exercisable or 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).
Timothy Solomon
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
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 Cayman Islands,
British West Indies
Number of 7. Sole Voting Power 9,627,881
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power 9,627,881
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,627,881
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
13. Percent of Class Represented by Amount in Row (11) 5.5%*
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
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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 Gemini Investments, Ltd. ("Gemini
Investments") and Timothy Solomon (the "Control Person" and
collectively with Gemini Investments, the "Reporting Persons").
Gemini Investments is a holding company organized in the Grand Cayman
Islands, British West Indies. The principal offices of Gemini
Investments and the business address of the Control Person are
located at Cayman National Trust Co., Ltd., Cayman National Building
Elgin Avenue, Grand Cayman Islands, BWI. The principal employment of
the Control Person is a trust officer of Cayman National Trust Co.
and is the sole officer and director of Gemini Investments.
(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 citizen of the Cayman Islands, British West
Indies. Gemini Investments is a company organized in the Grand Cayman
Islands, British West Indies.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of the 9,627,881 shares of Common Stock by the
Reporting Persons held by Gemini Investments was made with $35,000 cash from the
working capital of Gemini Investments.
Item 4. Purpose of Transaction
The purpose of the transaction was to acquire the Common Stock as an
investment.
Item 5. Interest in Securities of the Issuer
(a) 9,627,881 shares of Common Stock, representing 5.5% of the Common
Stock of the Issuer on a fully-diluted basis, 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.
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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) Joint Filing Agreement between Gemini Investments, Ltd. 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.
GEMINI INVESTMENTS, LTD.
By: /s/ Timothy Solomon
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Name: Timothy Solomon
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Title: Director
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/s/ Timothy Solomon
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Name: Timothy Solomon
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EXHIBIT INDEX
Exhibit No. Description
1.00 Joint Filing Agreement between Gemini Investors, Ltd. and the
Control Person
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Exhibit 1.00
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.
GEMINI INVESTMENTS, LTD.
By: /s/ Timothy Solomon
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Name: Timothy Solomon
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Title: Director
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/s/ Timothy Solomon
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Name: Timothy Solomon
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