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 21, 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
None.
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
Sale of Series A Preferred Shares
On August 21, 2006 (the "Issue Date"), in a private placement
transaction exempt from registration under the Securities Act of 1933, as
amended (the "1933 Act") pursuant to Section 4(2) of the 1933 Act and Regulation
D promulgated thereunder, Intercell International Corporation (the "Company")
issued to NewMarket Technology, Inc. ("NewMarket") a total of 250,000 shares of
its newly designated Series A Preferred Stock, par value $0.001 per share (the
"Series A Preferred Stock") for an aggregate purchase price of $250,000 per a
Securities Purchase Agreement executed by both parties. For purposes of
acquiring the shares of Series A Preferred Stock, NewMarket deposited the funds
in an escrow account, to be used to purchase outstanding debt of the Company.
The terms of the Series A Preferred Stock, including but not limited to
its rights and preferences, are as set forth in the Certificate of Designation
of Series A Preferred Stock attached as an exhibit to this Report, and is
incorporated by reference herein. The shares of Series A Preferred Stock may be
converted into that number of authorized but unissued common stock, par value
$0.001 per share of the Company, which shall be equal to 60% ownership of the
Company after giving effect to such issuance on and as of the date of
conversion.
Item 3.03 Material Modification to Rights of Security Holders
Change in Voting
The information provided in Item 3.02 of this Current Report is
incorporated herein by reference. As a result of the issuance of the Series A
Preferred Stock to NewMarket as described in response to Item 3.02 of this
Report, a change in control of the Company has occurred.
The Series A Preferred Stock votes as a single class with the voting
Common Stock and any other voting securities of the Company. The record holders
of the Series A Preferred Stock shall have the right to vote on any matter with
holders of common stock voting together as one (1) class. The record holders of
the 250,000 shares of Series A Preferred Stock shall have that number of votes
(identical in every other respect to the voting rights of the holders of other
series of voting preferred shares and the holders of common stock entitled to
vote at any Regular or Special Meeting of the Shareholders) equal to that number
of common shares which is not less than 60% of the vote required to approve any
action, which Nevada law provides may or must be approved by vote or consent of
the holders of other series of voting preferred shares and the holders of common
shares or the holders of other securities entitled to vote, if any.
As a result, as of the Issue Date, NewMarket acquired approximately 60%
of the voting power of the Company on a fully diluted basis. If NewMarket
converts the Series A Preferred Stock into Common Stock, NewMarket would own
approximately 60% of the Company's Common Stock and approximately 60% of the
voting power of the Company on a fully diluted basis as of the Conversion Date.
NewMarket is a Nevada corporation located in Dallas, Texas. As
disclosed by the Company in a Current Report on Form 8K dated August 7, 2006,
the Company on or before September 30, 2006 will acquire ownership of
NewMarket's wholly-owned subsidiary, NewMarket China. The Company is not aware
of any arrangements which may result in a future change in control of the
Company.
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
None.
Section 8 - Other Events
Item 8.01 Other Events
Filing of Certificate of Designation
On August 21, 2006, the Company filed the Certificate of Designation
creating the rights, preferences and privileges of its Series A Preferred Stock
with the Secretary of State of the State of Nevada. The information provided in
Item 1.01 above is incorporate herein by reference. A copy of the Certificate of
Designation is attached hereto as Exhibit 4.01.
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
4.01 Certificate of Designation of Series A Preferred Stock*
10.01 Stock Purchase Agreement by and between Intercell Inter-
national Corporation and NewMarket*
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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 21, 2006 INTERCELL INTERNATIONAL
CORPORATION
/s/ Kristi J. Kampmann
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Kristi J. Kampmann
Chief Financial Officer