UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. 1)
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[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
INTERCELL INTERNATIONAL CORP.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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INTERCELL INTERNATIONAL CORP.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS
November 30, 2006
To The Shareholders of Intercell International Corp.
NewMarket Technology, Inc. (the "Majority Shareholder") is the holder of
2,000,000 common shares and 250,000 shares of Series A Super Majority Voting
Preferred Stock which allows Series A shares to always vote equal to a majority
of the common shares of the total issued and outstanding stock of Intercell
International Corp., a Nevada corporation (the "Company"). The Majority
Shareholder intend to adopt the following resolutions by written consent in lieu
of a meeting pursuant to the Nevada Revised Statutes.
1. Authorize the Board of Directors of the Company to cause the Company
to amend its Articles of Incorporation to change the Company's name
from Intercell International Corp. to NewMarket China, Inc.
John Verges, Chief Executive Officer and President
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WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY, AND YOU
ARE NOT REQUESTED TO SEND US A PROXY.
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INTERCELL INTERNATIONAL CORP.
14860 Montfort Drive, Suite 210
Dallas, TX 75254
November 30, 2006
SHAREHOLDERS ACTION
The Majority Shareholder submitted its consent to the shareholder
resolutions described in this Information Statement on or about November 30,
2006, to be effective on or about December 27, 2006. As of November 30, 2006,
the Majority Shareholder holds of record 250,000 shares of the Company's Series
A Preferred Super Majority Voting Stock allowing Series A Preferred to always
vote as a majority of the common shares of the total issued and outstanding
common stock of the Company. The remaining outstanding shares of common stock
are held by several thousand other shareholders.
The Majority Shareholder consists of NewMarket Technology, Inc.
Holders of the common stock of record as of November 30, 2006 are entitled
to submit their consent to the shareholder resolutions described in this
Information Statement, although no shareholder consents other than that of the
Majority Shareholder is required to be submitted in order for the resolution to
be adopted. The Company is not soliciting consents or proxies and shareholders
have no obligation to submit either of them. Whether or not shareholders submit
consents should not affect their rights as shareholders or the prospects of the
proposed shareholder resolutions being adopted. The Majority Shareholder has
consented to all of the shareholder resolutions described in this Information
Statement. Other shareholders who desire to submit their consents must do so by
December 27, 2006 and once submitted will not be revocable. The affirmative vote
of the holders of a majority of the outstanding common stock of the Company is
required to adopt the resolutions described in this Information Statement.
Nevada law does not require that the proposed transaction be approved by a
majority of the disinterested shareholders. A total of 23,836,323 shares of
common stock and two million Series A Super Majority Preferred Shares will be
entitled to vote on the Company's proposed transactions described in this
Information Statement.
THE COMPANY AND THE TRANSACTIONS
The Company has its executive offices at 14860 Montfort Drive, Suite
210, Dallas, TX 75254, and its telephone number is (631) 393-5130. As described
in the accompanying NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS, the
Company proposes to amend its Articles of Incorporation in order to change the
Company's name from Intercell International Corp. to NewMarket China, Inc. (the
"Amendment").
The Board of Directors of the Company voted unanimously to implement
the Amendment. The Board of Directors believes that the Amendment better
reflects the Company's current business. The Company is not expected to
experience a material tax consequence as a result of the Amendment.
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Additional information regarding the Company, its business, its stock,
and its financial condition are included in the Company's Form 10-KSB annual
report and its Form 10-QSB quarterly reports. Copies of the Company's Form
10-QSB for its quarter ending June 30, 2006, as well as the Company's Form
10-KSB for September 30, 2005, the 10-QSBs for quarters ending September 30,
2005, December 31, 2005, and March 31, 2006 are available upon request to: John
Verges, President, NewMarket China, Inc., 14860 Montfort Drive, Suite 210,
Dallas, TX 75254.
SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES
Any proposal that a shareholder intends to present at the Company's
2007 Annual Meeting should be received at the Company's principal executive
office not later than July 31, 2007. Any such proposal must comply with Rule
14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange
Commission. Shareholder proposals should be addressed to the Secretary of the
Company.
Nominations for directors to be elected at the 2007 Annual Meeting,
other than those made by the Board of Directors, should have been submitted to
the Secretary of the Company no later than July 31, 2007. The nomination should
include the full name of the nominee and a description of the nominee's
background in compliance with Regulation S-K of the reporting rules of the
Securities and Exchange Commission.
OTHER MATTERS
The Board of Directors of the Company is not aware that any matter
other than those described in this Information Statement is to be presented for
the consent of the shareholders.
UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO JOHN VERGES, PRESIDENT OF
THE COMPANY, AT NEWMARKET CHINA, INC., 14860 MONTFORT DRIVE, SUITE 210, DALLAS,
TEXAS, TELEPHONE (631) 393-5130. A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB WILL BE PROVIDED WITHOUT CHARGE.
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