UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) August 17, 2007
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its 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
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One
Park Place, Suite 450
Annapolis,
Maryland
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21401
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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: (410) 269-2600
Healthcare
Acquisition Corp.
2116
Financial Center 666 Walnut Street
Des
Moines, IA 50309
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230
.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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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
Other
Events.
On
August 17, 2007, PharmAthene, Inc. (“PharmAthene” or the “Company”)
announced that a hearing has been scheduled by the Delaware Court of Chancery
for 2:00
p.m. on Monday, August 27, 2007,
in an
action filed by PharmAthene stockholder, Matthew P. Kinley, pursuant to Section
225(b) of the Delaware General Corporation Law seeking a determination from
the
Delaware Court of Chancery that the previously announced merger between
PharmAthene, Inc. and Healthcare Acquisition Corp. was validly approved at
the
Special Meeting of Stockholders of Healthcare Acquisition Corp. on August
3,
2007 and, thereafter, consummated by the filing of a Certificate of Merger
with
the Delaware Secretary of State. A copy of the Company’s press release is
attached as Exhibit 99.1. By the press release, PharmAthene is providing
notice
to all holders of the common stock of PharmAthene (formerly known as Healthcare
Acquisition Corp.) of the pending judicial action in the Delaware Court of
Chancery.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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NO.
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DESCRIPTION
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99.1
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Press
Release, dated August 17, 2007, announcing that a hearing has been
scheduled by the Delaware Court of Chancery for 2:00 p.m. on Monday,
August 27, 2007 in the action to establish the valid approval and
consummation of the Merger.
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SIGNATURES
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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PHARMATHENE,
INC.
(registrant)
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August 17,
2007
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By:
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/s/
Christopher C. Camut
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Christopher
C. Camut
Chief
Financial Officer
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Exhibit
Index
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NO.
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DESCRIPTION
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99.1
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Press Release, dated August 17, 2007, announcing that a hearing has been scheduled by the Delaware Court of Chancery for 2:00 p.m. on Monday, August 27, 2007 in the action to establish the valid approval and consummation of the Merger. |
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Exhibit
99.1
HEARING
SCHEDULED IN THE DELAWARE COURT OF CHANCERY
FOR
AUGUST 27, 2007 TO ESTABLISH THE VALID APPROVAL AND CONSUMMATION OF THE MERGER
BETWEEN PHARMATHENE, INC.
AND
HEALTHCARE ACQUISITION CORP.
PharmAthene,
Inc. Annapolis, MD. August 17, 2007 (AMEX: PIP) announced today that a hearing
has been scheduled by the Delaware Court of Chancery for 2:00
p.m. on Monday, August 27, 2007,
in an
action filed by PharmAthene stockholder Matthew P. Kinley pursuant to Section
225(b) of the Delaware General Corporation Law seeking a determination from
the
Delaware Court of Chancery that the merger between PharmAthene, Inc. and
Healthcare Acquisition Corp. (the “Merger”) was validly approved at the Special
Meeting of Stockholders of Healthcare Acquisition Corp. on August 3, 2007 and
thereafter consummated by the filing of a Certificate of Merger with the
Delaware Secretary of State. By this press release, PharmAthene is providing
notice to all holders of the common stock of PharmAthene, Inc. (formerly known
as Healthcare Acquisition Corp.) of the pending judicial action in the Delaware
Court of Chancery.
As
previously disclosed in the press release dated August 6, 2007, the tabulation
of the number of shares demanding conversion into a right to receive cash rather
than shares in the post-merger entity was initially misreported to the Special
Meeting of Stockholders of Healthcare Acquisition Corp. by its transfer agent.
Following that misreporting, certain of the officers, directors and stockholders
of Healthcare Acquisition Corp. and certain stockholders of PharmAthene
purchased additional shares of common stock of Healthcare Acquisition Corp.,
reducing the number of conversion elections and allowing for consummation of
the
Merger. In his Complaint, PharmAthene stockholder Matthew P. Kinley alleges
that
the stockholder action taken at the Special Meeting of Stockholders of
Healthcare Acquisition Corp. on August 3, 2007 was sufficient to approve the
Merger. PharmAthene has consummated the Merger in accordance with the wishes
of
over 75% of Healthcare Acquisition Corp.'s stockholders who voted in favor
of
the Merger, but the board of directors of PharmAthene has made a determination
to refrain from releasing the funds held in trust to PharmAthene absent a
determination by the Delaware Court of Chancery that the Merger was validly
approved and consummated. Accordingly, Plaintiff Matthew P. Kinley, a
substantial stockholder of PharmAthene, commenced litigation in the Delaware
Court of Chancery to determine the validity of the Merger.
During
the hearing before the Delaware Court of Chancery at 2:00
p.m. on Monday, August 27, 2007,
Plaintiff Matthew P. Kinley will ask the Court to issue a final order and
judgment ruling that the Merger was validly approved and consummated in
accordance with Delaware law. If granted, the final order and judgment would
be
binding on PharmAthene and all former, current and future stockholders of
PharmAthene. Any stockholder who wishes to object to the Delaware Court of
Chancery’s confirmation of the validity of the Merger must either
submit
an objection in writing prior to the hearing or must appear in person or by
counsel at the hearing. Failure to submit a timely objection or to appear at
the
hearing may preclude later challenge to the validity and consummation of the
Merger. If you have any questions or concerns, you are urged to contact the
PharmAthene representative listed below for more information.
The
action filed by Plaintiff Matthew P. Kinley is captioned Matthew P. Kinley
v.
Healthcare Acquisition Corp., n/k/a PharmAthene, Inc., C.A. No. 3161-CC. A
copy
of the Complaint can be obtained from PharmAthene. The Answer to the Complaint
that PharmAthene has filed admits the facts alleged therein and agrees that
the
request for judicial determination under §225(b) of the Delaware General
Corporation Law is appropriate. The location where the hearing will be
conducted, as well as the address to which any objections are to be delivered,
is as follows:
Delaware
Court of Chancery
New
Castle County Courthouse
500
North
King Street
Wilmington,
DE 19801
Copies
of
any written objections should also be served on the following attorneys of
record in the pending action:
John
L.
Reed, Esq.
Edwards
Angell Palmer & Dodge LLP
919
N.
Market Street, 15th
Floor
Wilmington,
DE 19801
(302)
777-7770
Counsel
for the Plaintiff
Christopher
A. Selzer, Esq.
McCarter
& English, LLP
405
N.
King Street
Wilmington,
DE 19801
(302)
984-6300
Counsel
for PharmAthene
Additional
Information
PHARMATHENE
CLAIMS 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 PHARMATHENE REGARDING, AMONG OTHER THINGS, THE POTENTIAL
DETERMINATIONS BY A COURT OF CHANCERY IN DELAWARE AS TO THE VALIDITY OF THE
APPROVAL OF THE MERGER, WHICH CANNOT BE PREDICTED WITH CERTAINTY. NO ASSURANCES
CAN BE GIVEN THAT OTHER PARTIES WILL NOT OPPOSE CONFIRMATION OF SUCH VALIDITY.
IN THE EVENT THAT THE DELAWARE COURT OF CHANCERY DOES NOT AFFIRM SUCH VALIDITY,
PHARMATHENE COULD BE REQUIRED TO LIQUIDATE ANY FUNDS THEN HELD IN TRUST. THIS
PROCEEDING WILL NOT AFFECT THE DISTRIBUTION OF THE TRUST FUND TO STOCKHOLDERS
WHO ELECTED CONVERSION.
About
PharmAthene, Inc.
PharmAthene
is a biodefense company 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(TM) and Protexia®. For more information on
PharmAthene, please visit its website at http://www.PharmAthene.com.
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