UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): January
23, 2007
HEALTHCARE
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-32587
|
20-2726770
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(CommissionFile
Number)
|
(IRS
Employer Identification
No.)
|
2116
Financial Center 666 Walnut Street
Des
Moines, Iowa
50309
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (515)
244-5746
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
COMMENCING
SHORTLY AFTER THE FILING OF THIS AMENDMENT NUMBER 1 TO THE CURRENT REPORT ON
FORM 8-K ORIGINALLY FILED ON JANUARY 22, 2007, HEALTHCARE ACQUISITION CORP.
(“HAQ”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL
AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING HAQ’S SECURITIES,
REGARDING ITS ACQUISITION OF PHARMATHENE, INC. AND ITS SUBSIDIARY (COLLECTIVELY,
“PHARMATHENE”). THIS CURRENT REPORT ON FORM 8-K WILL BE DISTRIBUTED TO
PARTICIPANTS AT SUCH PRESENTATIONS.
HAQ
AND
ITS DIRECTORS AND EXECUTIVE OFFICERS AS WELL AS PHARMATHENE AND ITS DIRECTORS
AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION
OF PROXIES FOR THE SPECIAL MEETING OF HAQ’S STOCKHOLDERS TO BE HELD TO APPROVE
THE ACQUISITION. STOCKHOLDERS OF HAQ AND OTHER INTERESTED PERSONS ARE ADVISED
TO
READ, WHEN AVAILABLE, HAQ’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH HAQ’S SOLICITATION OF PROXIES FOR THE SPECIAL
MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION.
SUCH
PERSONS CAN ALSO READ HAQ’S FINAL PROSPECTUS, DATED JULY 28, 2005, ITS REPORT ON
FORM 10K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 AND OTHER REPORTS AS FILED
WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF HAQ’S OFFICERS AND
DIRECTORS AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF
THIS
BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT OF HAQ WILL BE MAILED
TO
STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE
ACQUISITION. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE
PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO HAQ AT: 2116
FINANCIAL CENTER 666 WALNUT STREET, DES MOINES, IOWA 50309.
THE
PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE,
AND
THE FINAL PROSPECTUS AND OTHER SEC FILINGS OF HAQ CAN ALSO BE OBTAINED, WITHOUT
CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).
PHARMATHENE’S
FINANCIAL INFORMATION AND DATA CONTAINED IN THE EXHIBITS HERETO IS UNAUDITED
AND
PREPARED BY PHARMATHENE AS A PRIVATE COMPANY, AND DO NOT CONFORM TO SEC
REGULATION S-X. ACCORDINGLY, SUCH INFORMATION AND DATA WILL BE ADJUSTED AND
PRESENTED DIFFERENTLY IN HAQ’S PROXY STATEMENT TO SOLICIT STOCKHOLDER APPROVAL
OF THE ACQUISITION.
Investor
Presentation
The
investor presentation attached hereto as Exhibit 99.1 is the form of slide
show
presentation that HAQ expects to use in presentations for certain of its
stockholders in connection with HAQ’s acquisition of PharmAthene, and
replaces and supercedes the one filed as Exhibit 99.2 to the Current
Report on Form 8-K filed on January 22, 2007.
Non-GAAP
Financial Measures
The
investor presentation filed as an exhibit to this Report includes certain
financial information not derived in accordance with generally accepted
accounting principles (“GAAP”). HAQ believes that the presentation of this
non-GAAP measure provides information that is useful to investors as it
indicates more clearly the ability of PharmAthene to meet capital expenditures
and working capital requirements
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
|
|
|
99.1
|
Investor
Presentation
|
SIGNATURE
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.
| HEALTHCARE ACQUISITION CORP. | ||
| |
|
|
| Dated: January 24, 2007 | By: | /s/ Matthew P. Kinley |
| Matthew P. Kinley | ||
| President | ||
