UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. 3)
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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o Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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o
Definitive
Proxy Statement
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x
Definitive
Additional Materials
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o
Soliciting
Material Under Rule 14a-12
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HEALTHCARE
ACQUISITION CORP.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
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o
No
fee required.
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o Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
Title of each class of securities to which transaction
applies:
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Common
Stock of Healthcare Acquisition Corp.
(2)
Aggregate number of securities to which transaction
applies:
Acquisition
of all of the outstanding securities of PharmAthene, Inc.
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
(4)
Proposed maximum aggregate value of transaction:
$113,375,000
(including up to a maximum of $10,000,000 in milestone payments, 12,500,000
shares of HAQ common stock valued at $7.27 per share based upon the closing
price on June 27, 2007 and $12,500,000 in 8% convertible notes) is being paid
in
exchange for all outstanding capital stock, options, warrants and notes.
(5)
Total
fee paid:
$12,479.00
(previously paid)
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x Fee
paid previously with preliminary materials.
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o
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
Amount Previously Paid: $12,479.00
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(2)
Form, Schedule or Registration Statement No.:
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(3)
Filing Party:
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(4)
Date Filed:
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Persons
who are to respond to the collection of information contained in
this form
are not required to respond unless the form displays a currently
valid OMB
control number.
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HEALTHCARE
ACQUISITION CORP.
2116
Financial Center
666
Walnut Street
Des
Moines, Iowa 50309
July
23, 2007
To
the
Stockholders of Healthcare Acquisition Corp.:
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Re:
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Special
Meeting of Stockholders
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Postponement
of Meeting Date
YOU
ARE HEREBY NOTIFIED THAT THE SPECIAL MEETING OF THE STOCKHOLDERS OF HEALTHCARE
ACQUISITION CORP., OR HAQ, TO BE HELD ON JULY 27, 2007 HAS BEEN POSTPONED TO
AUGUST 2, 2007. THE SPECIAL MEETING WILL BE HELD AT 10:00 A.M., EASTERN
TIME, ON AUGUST 2, 2007, AT THE OFFICES OF MCCARTER & ENGLISH, LLP,
245
PARK AVENUE, 27TH
FLOOR, NEW YORK, NY, 10167-0001 (THE
“SPECIAL MEETING”).
The
record date for stockholders entitled to vote at the Special Meeting remains
June 15, 2007.
A list
of the stockholders entitled to vote as of the Record Date at the Special
Meeting will be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of not
less
than ten calendar days before the Special Meeting at HAQ’s offices at 2116
Financial Center, 666 Walnut Street, Des Moines, Iowa, 50309 and at the time
and
place of the meeting during the duration of the meeting.
As
set
forth in the original notice of Special Meeting, at the Special Meeting you
will
be asked to consider proposals relating to the proposed merger of PAI
Acquisition Corp., referred to in the Proxy Statement dated July 12, 2007
(“Proxy Statement”), as previously provided to you, as Merger Sub, a
wholly-owned subsidiary of HAQ, into PharmAthene, Inc., referred to in the
Proxy
Statement as PharmAthene, resulting in PharmAthene becoming a wholly-owned
subsidiary of HAQ. PharmAthene is a privately-held company engaged in the
biodefense industry, specifically the discovery and development of new human
therapeutics and prophylactics for the treatment and prevention of
morbidity and mortality from exposure to chemical and biological weapons.
HAQ
will
not transact any other business at the Special Meeting, except for business
properly brought before the Special Meeting, or any adjournment or postponement
thereof, by HAQ's Board of Directors.
Your
vote is important.
Please
sign, date and return your proxy card as soon as possible to make sure that
your
shares are represented at the Special Meeting. If you are a stockholder of
record of HAQ common stock, you may also cast your vote in person at the Special
Meeting. If your shares are held in an account at a brokerage firm or bank,
you
must instruct your broker or bank on how to vote your shares. If
you have previously sent in a proxy card you do not need to send another
card.
YOUR
VOTE IS IMPORTANT. WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING OR NOT, PLEASE
SIGN, DATE AND RETURN THE PREVIOUSLY MAILED PROXY CARD AS SOON AS POSSIBLE
IN
THE ENVELOPE PROVIDED. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION
OF
HOW YOU WISH TO VOTE, SINCE IT IS NOT AN AFFIRMATIVE VOTE IN FAVOR OF A
RESPECTIVE PROPOSAL, IT (I) WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER PROPOSAL BUT WILL NOT HAVE THE EFFECT OF CONVERTING YOUR SHARES INTO
A
PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE
NET
PROCEEDS OF HAQ'S IPO ARE HELD, UNLESS AN AFFIRMATIVE VOTE AGAINST THE MERGER
PROPOSAL IS MADE AND
AN AFFIRMATIVE ELECTION TO CONVERT SUCH SHARES OF COMMON STOCK IS MADE ON THE
PROXY CARD, (II) WILL BE TREATED AS A VOTE AGAINST THE AMENDMENT PROPOSAL
(III)
WILL
HAVE THE SAME EFFECT AS A VOTE AGAINST THE INCENTIVE PLAN PROPOSAL AND (IV)
WILL
NOT BE A VOTE AGAINST THE ADJOURNMENT PROPOSAL.
SEE
THE SECTION ENTITLED “RISK FACTORS'' BEGINNING ON PAGE 32 OF THE PROXY
STATEMENT DATED JULY 12, 2007 FOR A DISCUSSION OF VARIOUS FACTORS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH THE MERGER WITH PHARMATHENE SINCE, UPON
THE
MERGER WITH PHARMATHENE, THE OPERATIONS AND ASSETS OF HAQ WILL LARGELY BE THOSE
OF PHARMATHENE.
The
Proxy
Statement previously provided to you incorporates important business and
financial information about HAQ and PharmAthene that is not included in or
delivered with this document. This information is available without charge
to
security holders upon written or oral request. The request should be sent to:
Matthew Kinley, President of HAQ at 2116 Financial Center, 666 Walnut Street,
Des Moines, Iowa 50309, or by calling him at (515) 244-5746.
We
are
soliciting the proxy on behalf of the Board of Directors, and we will pay all
costs of preparing, assembling and mailing the proxy materials. In addition
to
mailing out proxy materials, HAQ’s officers may solicit proxies by telephone or
fax, without receiving any additional compensation for their services. We have
requested brokers, banks and other fiduciaries to forward proxy materials to
the
beneficial owners of our stock. We have also retained the proxy soliciting
firm
of Morrow & Co., Inc. to solicit proxies on our behalf. If you have any
questions or need assistance in voting your shares, please contact Morrow &
Co. toll free at 800-607-0088; banks and brokers may call
800-654-2468.
By
Order
of the Board of Directors,
John
Pappajohn
Chairman
of the Board
and
Secretary
July
23,
2007