-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R06yjKl594xpRmm7HS1b+SfpJ2Daqg9cfLJDKW/Qnd4zeazllhBVG0Wem9nvyduZ XeV1sibAwKllBvz4isdBhA== 0000927356-00-000763.txt : 20000411 0000927356-00-000763.hdr.sgml : 20000411 ACCESSION NUMBER: 0000927356-00-000763 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCELL CORP CENTRAL INDEX KEY: 0000745655 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 840928627 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41601 FILM NUMBER: 597796 BUSINESS ADDRESS: STREET 1: 370 SEVENTEENTH ST STE 3290 STREET 2: STE E-160 CITY: DENVERX STATE: CO ZIP: 80202 BUSINESS PHONE: 3035921010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CORPORATE ADVISORS CENTRAL INDEX KEY: 0001111338 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3236 ALLISON ST CITY: WHEAT RIDGE STATE: CO ZIP: 80033 BUSINESS PHONE: 3032026281 MAIL ADDRESS: STREET 1: 3236 ALLISON ST CITY: WHEAT RIDGE STATE: CO ZIP: 80033 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Intercell Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 458441300 - -------------------------------------------------------------------------------- (CUSIP Number) Cheri L. Metzinger Corporate Advisors, Inc. 3236 Jellison Street Wheatridge, CO 80202 (303)202-6281 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2000 - -------------------------------------------------------------------------------- (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). 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 1 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. 2 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. 3 (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. 4 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 ----------------------------------------- Name: Cheri L. Metzinger Title: President -------------------------------------- /s/ Cheri L. Metzinger -------------------------------------------------- Name: Cheri L. Metzinger 5 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 1 EX-1 2 LETTER AGREEMENT 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 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, TRIAD TECHNOLOGIES, LLC TECHNOLOGY INVESTORS, LLC /s/ H. Glenn Bagwell, Jr. /s/ R. Mark Richards - -------------------------------- ---------------------------------------- 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 - ----------------------------------- Paul H. Metzinger President & Chief Executive Officer EX-2 3 JOINT FILING AGREEMENT 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 ----------------------------------------- Name: Cheri L. Metzinger Title: President -------------------------------------- /s/ Cheri L. Metzinger -------------------------------------------------- Name: Cheri L. Metzinger -----END PRIVACY-ENHANCED MESSAGE-----