UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 7, 2006
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Date of Report (Date of earliest event reported)
INTERCELL INTERNATIONAL CORPORATION
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(Exact name of Registrant as specified in its charter)
Nevada 0-14306 84-0928627
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
370 17th Street, Suite 3640
Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
(303) 592-1010
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Reorganization
On August 7, 2006, NewMarket China, Inc. ("NewMarket China"), a
wholly-owned subsidiary of NewMarket Technology, Inc. ("NMKT"), executed an
Agreement and Plan of Reorganization ("the Agreement") with Intercell
International Corporation ("Intercell"). The Agreement provides for all of the
issued and outstanding stock of NewMarket China, Inc., one thousand (1,000)
shares held by NMKT to be exchanged for two million (2,000,000) restricted
common shares of Intercell. As a result of the Agreement, NewMarket China will
become the wholly-owned subsidiary of Intercell.
The terms of the Agreement call for a closing of the reorganization on
or before September 30, 2006.
The text of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
None
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
None
Section 6 - Asset-Backed Securities
Item 6.01 ABS Informational and Computational Material
None
Item 6.02 Change of Servicer or Trustee
None
Item 6.03 Change in Credit Enhancement or Other External Support
None
Item 6.04 Failure to Make a Required Distribution
None
Item 6.05 Securities Act Updating Disclosure
None
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
Press Release
The information in this Item 7.01 of this Current Report is furnished
pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including
for the purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On August 7, 2005, Intercell International Corporation and New Market
Technology, Inc. issued a press release announcing the signing of the Agreement
and Plan of Reorganization. The text of the press release is attached hereto as
Exhibit 99.1.
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. The following is a complete list of exhibits filed as part of
this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-B.
Exhibit No. Description
10.01 Agreement and Plan of Reorganization by and between
Intercell International Corporation, NewMarket China, Inc.
and the subscribing shareholders of NewMarket Technology,
Inc.*
99.1 Press Release dated August 7, 2006*
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*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 10, 2006 INTERCELL INTERNATIONAL CORPORATION
By: /s/ Kristi J. Kampmann
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/s/ Kristi J. Kampmann
Kristi J. Kampmann
Chief Financial Officer