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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 1)(1)
PharmAthene, Inc.
(Formerly Healthcare Acquisition Corp.)
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(Name of Issuer)
Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
71714G102
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(CUSIP Number)
August 2, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/x/ Rule 13d-1(c)
/ / Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
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CUSIP No. 71714G102 13G Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(SEE INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,076,681
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
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7 SOLE DISPOSITIVE POWER
1,076,681
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8 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,076,681
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%(1)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) On August 2, 2007, the Reporting Persons acquired shares of Common Stock of
the Issuer, increasing their ownership to 991,100 shares, or above 5% of the
outstanding shares of Common Stock to approximately 8.5% of the outstanding
shares of Common Stock based on 11,650,000 shares of Common Stock then
outstanding. On August 3, 2007, the Issuer consummated a merger (the "Merger")
pursuant to the Agreement and Plan of Merger, dated as of January 19, 2007, by
and among the Issuer, PAI Acquisition Corp., a wholly-owned subsidiary of the
Issuer, and PharmAthene, Inc. As a result of the Merger, Steel Partners II
became entitled to receive up to an additional 85,581 shares (subject to a one
year lock-up) pursuant to an Assignment Agreement (defined below), increasing
the Reporting Persons' ownership to 1,076,681 shares. In connection with the
Merger, the Issuer issued 12,500,000 shares of Common Stock resulting in an
aggregate of 24,150,000 shares of Common Stock outstanding. Based on the number
of shares of Common Stock outstanding immediately after the Merger, the
Reporting Persons currently beneficially own approximately 4.5% of the
outstanding shares and have ceased to be the beneficial owners of more than 5%
of the outstanding shares.
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CUSIP No. 71714G102 13G Page 3 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(SEE INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,076,681
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,076,681
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,076,681
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%(1)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(1) On August 2, 2007, the Reporting Persons acquired shares of Common Stock of
the Issuer, increasing their ownership to 991,100 shares, or above 5% of the
outstanding shares of Common Stock to approximately 8.5% of the outstanding
shares of Common Stock based on 11,650,000 shares of Common Stock then
outstanding. As a result of the Merger, Steel Partners II became entitled to
receive up to an additional 85,581 shares (subject to a one year lock-up)
pursuant to an Assignment Agreement (defined below), increasing the Reporting
Persons' ownership to 1,076,681 shares. In connection with the Merger, the
Issuer issued 12,500,000 shares of Common Stock resulting in an aggregate of
24,150,000 shares of Common Stock outstanding. Based on the number of shares of
Common Stock outstanding immediately after the Merger, the Reporting Persons
currently beneficially own approximately 4.5% of the outstanding shares and have
ceased to be the beneficial owners of more than 5% of the outstanding shares.
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CUSIP No. 71714G102 13G Page 4 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(SEE INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,076,681
OWNED BY -----------------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
1,076,681
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- 0 -
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,076,681
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%(1)
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) On August 2, 2007, the Reporting Persons acquired shares of Common Stock of
the Issuer, increasing their ownership to 991,100 shares, or above 5% of the
outstanding shares of Common Stock to approximately 8.5% of the outstanding
shares of Common Stock based on 11,650,000 shares of Common Stock then
outstanding. As a result of the Merger, Steel Partners II became entitled to
receive up to an additional 85,581 shares (subject to a one year lock-up)
pursuant to an Assignment Agreement (defined below), increasing the Reporting
Persons' ownership to 1,076,681 shares. In connection with the Merger, the
Issuer issued 12,500,000 shares of Common Stock resulting in an aggregate of
24,150,000 shares of Common Stock outstanding. Based on the number of shares of
Common Stock outstanding immediately after the Merger, the Reporting Persons
currently beneficially own approximately 4.5% of the outstanding shares and have
ceased to be the beneficial owners of more than 5% of the outstanding shares.
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CUSIP No. 71714G102 13G Page 5 of 11 Pages
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The Schedule 13G filed by the Reporting Persons on August 13, 2007 is
hereby amended and restated in its entirety as follows:
Item 1(a). Name of Issuer:
PharmAthene, Inc. (Formerly Healthcare Acquisition Corp.)
Item 1(b). Address of Issuer's Principal Executive Offices:
One Park Place, Suite 450
Annapolis, Maryland 21401
Item 2(a). Name of Person Filing:
This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a
Delaware limited liability company ("Partners LLC") and Warren G.
Lichtenstein. Each of the foregoing is referred to as a "Reporting
Person" and collectively as the "Reporting Persons." Partners LLC is
the general partner of Steel Partners II. The sole executive officer
and managing member of Partners LLC is Warren G. Lichtenstein, who
is Chairman of the Board, Chief Executive Officer and Secretary. By
virtue of his positions with Partners LLC and Steel Partners II, Mr.
Lichtenstein has the power to vote and dispose of the Issuer's
shares of Common Stock, $0.0001 par value (the "Common Stock") owned
by Steel Partners II and each of Partners LLC and Mr. Lichtenstein
may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the "Act"), to be the beneficial owners of all
shares of Common Stock held by Steel Partners II.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of the Reporting Persons is 590
Madison Avenue, 32nd Floor, New York, New York 10022.
Item 2(c). Citizenship:
Steel Partners II and Partners LLC are organized under the laws of
the State of Delaware. Warren G. Lichtenstein is a citizen of the
United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share
Item 2(e). CUSIP Number:
71714G102
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
/X/ Not Applicable
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CUSIP No. 71714G102 13G Page 6 of 11 Pages
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(a) / / Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) / / Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) / / Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) / / Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) / / Employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) / / Parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) / / Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) / / Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act (15 U.S.C. 80a-3).
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Steel Partners II
(a) Amount beneficially owned:
1,076,681 shares of Common Stock*
On August 2, 2007, the Reporting Persons acquired shares of Common
Stock of the Issuer, increasing their ownership to 991,100 shares,
or above 5% of the outstanding shares of Common Stock to
approximately 8.5% of the outstanding shares of Common Stock based
on 11,650,000 shares of Common Stock then outstanding. As a result
of the Merger, Steel Partners II became entitled to receive up to an
additional 85,581 shares of Common Stock (subject to a one year
lock-up) pursuant to the Assignment Agreement dated August 2, 2007
by and among Steel Partners II and MPM Bioventures III-QP, L.P., MPM
Bioventures III-Parallel Fund, L.P., MPM Bioventures III-GMBH & Co.
Beteiligungs KG, MPM Bioventures III, L.P., MPM Asset Management
Investors 2004 BVII LLC, Healthcare Ventures VII, L.P., Bear Stearns
Health Innoventures Employee Fund, L.P., Bear Stearns Health
Innoventures Offshore, L.P., Bear Stearns Health Innoventures, L.P.,
BSHI Members, L.L.C. and BX, L.P., increasing the Reporting Persons'
ownership to 1,076,681 shares. The number of shares of Common Stock
that Steel Partners II is entitled to receive pursuant to the
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CUSIP No. 71714G102 13G Page 7 of 11 Pages
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Assignment Agreement is subject to adjustment and Steel Partners II
has been advised by the Issuer that it will actually receive fewer
than 85,581 shares after adjustment. However, for purposes of the
calculations included in this statement, we have assumed the
ownership by the Reporting Persons of the maximum number of shares
of Common Stock to which Steel Partners II may be entitled to
receive pursuant to the Assignment Agreement.
This statement does not include up to 226,206 shares of Common Stock
issuable to Steel Partners II at a price of $.0001 per share
pursuant to a Purchase Option Agreement dated August 2, 2007 by and
among Steel Partners II and John Pappajohn ("JP"), Derace L.
Schaffer ("DLS"), Matthew P. Kinley (together with his heirs,
successors, or assigns, as applicable "MPK", Edward B. Berger
("EBB") and Wayne A. Schellhammer ("WAS") together with JP, DLS,
MPK, and EBB, collectively referred to as the "Sellers"). The term
of the option begins on the date that Common Stock placed in escrow
by the Sellers in connection with the initial public offering of the
Issuer is disbursed to the Sellers and expires one year thereafter.
(b) Percent of class:
4.5% (based on 24,150,000 shares of Common Stock outstanding as of
August 3, 2007 as reported in the Issuer's Form 8-K filed on August
9, 2007).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,076,681 shares of Common Stock*
(ii) Shared power to vote or to direct the vote
0 shares of Common Stock
(iii) Sole power to dispose or to direct the disposition of
1,076,681 shares of Common Stock*
(vi) Shared power to dispose or to direct the disposition of
0 shares of Common Stock
* By virtue of their relationship with Steel Partners II, each of Partners
LLC and Mr. Lichtenstein may be deemed to beneficially own the 1,076,681
shares of Common Stock of the Issuer held by Steel Partners II.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
In connection with the Merger, the Issuer issued 12,500,000 shares
of Common Stock resulting in an aggregate of 24,150,000 shares of Common Stock
outstanding. Based on the number of shares of Common Stock outstanding
immediately after the Merger, the Reporting Persons currently beneficially own
approximately 4.5% of the outstanding shares and have ceased to be the
beneficial owners of more than 5% of the outstanding shares.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
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CUSIP No. 71714G102 13G Page 8 of 11 Pages
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Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 71714G102 13G Page 9 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Lauren Isenman
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Lauren Isenman
As Attorney In Fact for Warren G.
Lichtenstein, Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney In Fact for Warren G.
Lichtenstein, Managing Member
/s/ Lauren Isenman
--------------------------------------------
LAUREN ISENMAN
as Attorney In Fact for Warren G.
Lichtenstein, Individually
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CUSIP No. 71714G102 13G Page 10 of 11 Pages
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G
dated August 15, 2007 with respect to the shares of Common Stock of PharmAthene,
Inc. and any further amendments thereto executed by each and any of the
undersigned shall be filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Dated: August 15, 2007 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
General Partner
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
As Attorney In Fact for Warren G.
Lichtenstein, Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Lauren Isenman
----------------------------------------
Lauren Isenman
as Attorney In Fact for Warren G.
Lichtenstein, Managing Member
/s/ Lauren Isenman
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LAUREN ISENMAN
as Attorney In Fact for Warren G.
Lichtenstein, Individually
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CUSIP No. 71714G102 13G Page 11 of 11 Pages
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POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby
constitutes and appoints LAUREN ISENMAN signing singly, the undersigned's true
and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating to
the business of Steel Partners II, L.P. including, but not limited to, all
filings with the Securities and Exchange Commission, any stock exchange and any
other regulatory, administrative or similar authority, and all memoranda,
correspondence, communications or the like, except that such attorney-in-fact
shall have no power to execute any document that has the effect of creating a
financial commitment or financial obligation of Steel Partners II, L.P. or its
affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such document,
complete and execute any amendment or amendments thereto, and timely file such
document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with any rules or regulations
including federal securities laws.
This Power of Attorney shall remain in full force and effect until
December 31, 2007 unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.
STEEL PARTNERS II, L.P. STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
----------------------------------------
By: Steel Partners, L.L.C. Warren G. Lichtenstein
General Partner Managing Member
By: /s/ Warren G. Lichtenstein /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein WARREN G. LICHTENSTEIN
Managing Member