- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A For registration of certain classes of securities pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 HEALTHCARE ACQUISITION CORP. (Exact name of the Registrant as specified in its charter) DELAWARE 20-2726770 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2116 FINANCIAL CENTER 666 WALNUT STREET DES MOINES, IOWA 50309 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this Form relates (if applicable): FILE NO. 333-124712 Securities to be registered pursuant to Section 12(b) of the Exchange Act: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Units, each consisting of one share of American Stock Exchange Common Stock and one Warrant Common Stock, par value $.0001 per American Stock Exchange share Common Stock Purchase Warrants American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE
ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered hereby are the units, common stock and warrants of Healthcare Acquisition Corp. (the "Company"). The description of the units, the common stock and the warrants, contained in the section entitled "Description of Securities" in the Prospectus included in Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 333-124712), filed with the Securities and Exchange Commission on July 26, 2005 (the "Registration Statement"), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein. ITEM 2. EXHIBITS The following exhibits are filed herewith or are incorporated by reference as indicated below. EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3.1 Amended and Restated Certificate of Incorporation.* 3.2 By-laws.* 4.1 Specimen Unit Certificate.* 4.2 Specimen Common Stock Certificate.* 4.3 Specimen Warrant Certificate.* 4.4 Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.* - ---------- * Incorporated by reference to the corresponding exhibit filed with the Registration Statement, SEC File No. 333-124712.
SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Healthcare Acquisition Corp. Date: July 26, 2005 By: /s/ Matthew P. Kinley --------------------- Matthew P. Kinley President
HEALTHCARE ACQUISITION CORP. 2116 FINANCIAL CENTER 666 WALNUT STREET DES MOINES, IOWA 50309 July 26, 2004 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Mail Stop 3561 Washington, D.C. 20549 Attn: John Reynolds Assistant Director Re: HEALTHCARE ACQUISITION CORP. REGISTRATION STATEMENT ON FORM 8-A AMERICAN STOCK EXCHANGE SEC FILE NO. 333-124712 Dear Sir: Healthcare Acquisition Corp., a Delaware corporation (the "REGISTRANT") pursuant to Rule 12(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), hereby requests acceleration, simultaneously with the effectiveness of the Registrant's registration statement on Form S-1, as amended (File No. 333-124712), of the effective date of the above referenced Registration Statement on Form 8-A filed by the Registrant on July 26, 2005, seeking registration under Section 12(b) of the Exchange Act of (i) the Registrant's Common Stock, $.0001 par value, (ii) the Registrant's Common Stock Purchase Warrants, and (iii) the Registrant's Units (comprising one share of Common Stock and one Common Stock Purchase Warrant). The Common Stock, the Common Stock Purchase Warrants and the Units will trade on the American Stock Exchange. If you have any questions or comments, please feel free to contact me at your earliest convenience. Very truly yours, /s/ Matthew P. Kinley --------------------- Matthew P. Kinley President cc: Stuart Neuhauser, Esq.