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: August
2, 2007
HEALTHCARE
ACQUISITION CORP.
(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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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
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2116
Financial Center 666 Walnut
Street
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:
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(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
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8.01 Other
Events.
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On
August
2, 2007, Healthcare Acquisition Corp. announced that it convened and then
adjourned without conducting any business, its special meeting of stockholders
until August 3, 2007, at 10 a.m. (New York Time). A copy of the press release
for such announcement is attached to this Report as Exhibit 99.1
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
| Name | Description | |
| Exhibit 99.1 | Press Release dated August 2, 2007 |
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.
| Dated: August 2, 2007 | HEALTHCARE ACQUISITION CORP. | |
| |
|
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| By: | /s/ Matthew P. Kinley | |
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Matthew P. Kinley President
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Exhibit
99.1
FOR
IMMEDIATE RELEASE
Contact:
Matthew
Kinley
Healthcare
Acquisition Corp.
Phone:
515-244-5746
kinley@pappajohn.com
HAQ
SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON PROPOSED MERGER
OF
HAQ AND PHARMATHENE ADJOURNED TO 10:00 A.M. E.T. AUGUST 3,
2007
DES
MOINES, IOWA August 2, 2007
-
Healthcare Acquisition Corp. (AMEX: HAQ), a publicly-traded special purpose
acquisition company, announced that it has convened and then adjourned without
conducting any business, its Special Meeting of 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 of Stockholders
will reconvene at 10:00 a.m. E.T. on Friday, August 3rd
at the
offices of McCarter & English, LLP, 245 Park Avenue, 27th
Floor,
New York, NY.
The
Special Meeting has been adjourned in order to allow time for the solicitation
of additional proxies for the proposals before the Special Meeting.
In
addition, it is anticipated that certain principal stockholders of HAQ and
of
PharmAthene may participate in privately negotiated purchases of shares of
common stock of HAQ in transactions similar to those described in the supplement
to HAQ’s proxy statement, dated August 1, 2007. However, the transactions
described in the supplement to HAQ’s proxy statement provided for additional
consideration to buyers under certain option and assignment agreements. No
such
additional consideration will be paid to the principal stockholders of HAQ
and
of PharmAthene in connection with their purchases.
The
record date for stockholders entitled to vote at the special meeting remains
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 and supplemented
on August 1, 2007. HAQ’s stockholders are urged to read the proxy statement, as
supplemented, 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 IT CONTAINS 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 March 31, 2007, the Company held approximately $71.4 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 HAQ-WT.
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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™ and Protexia®. For more
information on PharmAthene, please visit www.PharmAthene.com.
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