UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of Last Event Reported) July 19, 2007.
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HEALTHCARE
ACQUISITION CORP.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32587
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20-2726770
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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2116
Financial Center 666 Walnut Street
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Des
Moines, Iowa
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50309
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (515)
244-5746
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Not
Applicable
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(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))
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Item 8.01.
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Other
Events
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On
July 19, 2007, Healthcare Acquisition Corp. (the “Company”) issued a press
release with respect to its special meeting of stockholders to be held on
July 27, 2007 to approve the previously announced acquisition of
PharmAthene, Inc. A copy of the Company’s press release is attached as Exhibit
99.1.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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99.1
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Press
release dated July 19, 2007 issued by Healthcare Acquisition
Corp.
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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.
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Dated:
July 23, 2007
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HEALTHCARE
ACQUISITION CORP.
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By:
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/s/
Matthew P. Kinley
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Matthew
P. Kinley
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President
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Exhibit
99.1
Contact:
Matthew
Kinley
Healthcare
Acquisition Corp.
Phone:
515-244-5746
kinley@pappajohn.com
HEALTHCARE
ACQUISITION CORP. ANNOUNCES SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON PROPOSED
MERGER WITH PHARMATHENE AND
ANNOUNCES MAILING OF PROXIES TO STOCKHOLDERS OF RECORD
DES
MOINES, IOWA July 19, 2007
-
Healthcare Acquisition Corp. (AMEX: HAQ), a publicly-traded special purpose
acquisition company, announced that it has scheduled a special meeting of its
stockholders to vote on, among other things, the proposed merger transaction
with PharmAthene, Inc., a biodefense company developing and commercializing
medical countermeasures against biological and chemical threats. The special
meeting will be held on July 27, 2007 at 10:00 a.m. Eastern Time at the offices
of McCarter & English, LLP, 245 Park Avenue, 27th
Floor,
New York, NY. Other proposals related to the proposed merger transaction will
also be voted on. The record date for stockholders entitled to vote at the
special meeting was fixed as the close of business on June 15, 2007.
Definitive
proxy materials relating to the special meeting were filed with the U.S.
Securities and Exchange Commission on July 13, 2007 and such materials were
mailed to HAQ stockholders of record on or about July 16, 2007. HAQ’s
stockholders are urged to read the proxy statement and other relevant materials
if and as they become available as they will contain important information
about
the proposed merger and the related proposals.
The
Board
of Directors of HAQ unanimously recommends that stockholders vote “for” each of
the proposals related to the proposed merger transaction. Additional information
about the proposed merger and each of the other proposals can be found in the
definitive proxy statement.
HAQ
stockholders with questions about the proposed merger or any of the other
proposals or who need assistance in voting their shares may call the Company’s
proxy solicitor, Morrow & Co., Inc., toll-free at (800)
607-0088.
Additional
Information
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
PROPOSED MERGER. SECURITYHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO
READ
THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2007, AS THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. 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
DEFINITIVE PROXY STATEMENT 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).
HAQ
AND
PHARMATHENE CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING
STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL
FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND
EXPECTATIONS OF MANAGEMENT OF HAQ AND PHARMATHENE REGARDING, AMONG OTHER THINGS,
THE BUSINESS OF PHARMATHENE AND THE MERGER, ARE SUBJECT TO RISKS AND
UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE
FORWARD-LOOKING STATEMENTS.
RISKS
AND UNCERTAINTIES INCLUDE RISKS ASSOCIATED WITH THE RELIABILITY OF THE RESULTS
OF THE INITIAL WORK CONDUCTED ON VALORTIM™ RELATING TO ANIMAL EFFICACY, HUMAN
SAFETY AND LIKELIHOOD OF SUCCESSFUL DEVELOPMENT OF AN EFFICIENT AND SCALABLE
MANUFACTURING PROCESS, UNEXPECTED FUNDING DELAYS BY NIAID, UNFORESEEN SAFETY
ISSUES RESULTING FROM THE HANDLING OF BACILLUS ANTHRACIS, UNFORESEEN SAFETY
ISSUES RESULTING FROM THE ADMINISTRATION OF VALORTIM™ (MDX-1303) IN HUMAN
SUBJECTS, UNCERTAINTIES RELATED TO PRODUCT MANUFACTURING. THERE CAN BE NO
ASSURANCE THAT SUCH DEVELOPMENT EFFORTS WILL SUCCEED OR THAT OTHER DEVELOPED
PRODUCTS WILL RECEIVE REQUIRED REGULATORY CLEARANCE OR THAT, EVEN IF SUCH
REGULATORY CLEARANCE WERE RECEIVED, SUCH PRODUCTS WOULD ULTIMATELY ACHIEVE
COMMERCIAL SUCCESS.
About
Healthcare Acquisition Corp.
Des
Moines-based Healthcare Acquisition Corp. was jointly formed by healthcare
investing pioneers, John Pappajohn and Derace L. Schaffer, M.D. Healthcare
Acquisition Corp. is a special purpose acquisition company focused on the
healthcare industry. The Company raised $75.2 million through an IPO in July,
2005. As of September 30, 2006, the Company held approximately $70 million
in
trust. The Company’s shares trade on the American Stock Exchange, under the
symbol HAQ and its warrants trade on the American Stock Exchange under the
symbol HAQW.
About
PharmAthene, Inc.
PharmAthene,
a privately-held biodefense company, was formed in 2001 to meet the critical
needs of the United States by developing biodefense products. PharmAthene is
dedicated to the rapid development of important and novel biotherapeutics to
address biological pathogens and chemicals that may be used as weapons of
bioterror. PharmAthene’s lead programs include Valortim™ (being co-developed
with Medarex, Inc. [NASDAQ: MEDX]) and Protexia®. For more information on
PharmAthene, please visit its website at www.PharmAthene.com.
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