-----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, B4Z691mENABuyVzojvUyAyWUazjnHVvpT5VV60WrW7kN0e0pERkbPb0vmm4Z48xs cSOtapnEPGu06o0DntUGsw== 0000895813-99-000111.txt : 19990225 0000895813-99-000111.hdr.sgml : 19990225 ACCESSION NUMBER: 0000895813-99-000111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990224 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/A SEC ACT: SEC FILE NUMBER: 005-41601 FILM NUMBER: 99548561 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: GLOBAL CAPITAL MANAGEMENT INC/MN CENTRAL INDEX KEY: 0001034884 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONKA STATE: MN ZIP: 55305 MAIL ADDRESS: STREET 1: 601 CARLSON PARKWAY STREET 2: SUITE 200 CITY: MINNETONK STATE: MN ZIP: 55305 SC 13D/A 1 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) 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 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 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 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 SCHEDULE A
Transaction Date Transacting Party Transaction Quantity Price ---------------- ----------------- ----------- -------- ----- 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
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