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SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CZEREPAK ELIZABETH

(Last)

(First)

(Middle)

C/O BEAR STEARNS HEALTH INNOVENTURES, LP

237 PARK AVENUE, 7TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2007

3. Issuer Name and Ticker or Trading Symbol
HEALTHCARE ACQUISITION CORP [ PIP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/08/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,320,065	I⁽¹⁾⁽²⁾	Held by Bear Stearns Health Innoventures Group

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
8% Convertible Notes	08/03/2007	08/03/2009	Common Stock	253,752	10	I⁽²⁾⁽³⁾	Held by Bear Stearns Health Innoventures Group
Stock Option (right to buy)	08/03/2007	01/18/2016	Common Stock	1,021	4.22	I⁽²⁾⁽⁴⁾	Held by Bear Stearns Health Innoventures Group

Explanation of Responses:

1. Received in connection with the merger of PharmAthene, Inc. with a wholly-owned subsidiary of Healthcare Acquisition Corp. (the "Merger") on August 3, 2007, after which Healthcare Acquisition Corp. changed its name to PharmAthene, Inc. Elizabeth Czerepak was appointed to the Board as of August 6, 2007.

2. Elizabeth Czerepak is a managing partner of Bear Stearns Innoventures Management, LLC ("Management"). Management is the sole general partner of Bear Stearns Health Innoventures, L.P. ("BSHI"), Bear Stearns Health Innoventures Offshore, L.P. ("Offshore"), BX, L.P. ("BX"), and Bear Stearns Health Innoventures Employee Fund, L.P. ("Employee Fund"), and BSHI Members, LLC ("Members") co-invests with these funds. The securities reported are directly owned by Members, BSHI, Offshore, BX, and Employee Fund. The Reporting Person disclaims beneficial ownership of these securitries except to the extent of her proportionate pecuniary interest therein.

3. Represents $2,537,521.86 principal amount of converitble notes received in connection with the Merger in exchange for existing convertible notes of PharmAthene, Inc., the acquired company.

4. Represents existing stock options of PharmAthene, Inc., the acquired company, that were assumed in the Merger. Options vest in 25% annual increments beginning January 18, 2007.

Remarks:

	/s/ Stefan Ryser, as attorney-in-fact	08/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                              POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of Stefan Ryser

and Dorigen Horlivy, singing singly, his/her true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned Forms 3, 4, and 5 with respect to the securities of

PharmAthene, Inc. (formerly Healthcare Acquisition Corp.) in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such Form 3, 4, or 5, the timely filing of such form with the

United States Securities and Exchange Commission and any other authority; and



(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 his or her 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 attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued

by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day

of July, 2007.



 Elizabeth Czerepak