SEC FORM 3 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
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
MORGES WAYNE

(Last) (First) (Middle)
C/O PHARMATHENE, INC
ONE PARK PLACE, SUITE 450

(Street)
ANNAPOLIS MD 21401

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Regulatory Affairs
5. If Amendment, Date of Original Filed (Month/Day/Year)
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 01/31/2006(1) 01/31/2015 Common Stock 7,605(2) 4.22 D
Stock Option (right to buy) 01/01/2006(3) 01/01/2016 Common Stock 2,762(2) 4.22 D
Stock Option (right to buy) 01/04/2007(4) 01/04/2017 Common Stock 1,021(2) 4.22 D
Explanation of Responses:
1. 25% of the shares shall vest each year commencing on the first anniversary after the option grant date of January 31, 2005.
2. Received in exchange for existing stock options in the Target. Pursuant to the Agreement and Plan of Merger, dated as of January 19, 2007, among the Issuer, PAI Acquisition Corp., a Delaware Corporation and a direct wholly-owned subsidiary of the Issuer ("Merger Sub"), and PharmAthene, Inc., a privately held Delaware corporation ("Target"), whereby Merger Sub merged with and into Target as a result of which Target became a wholly-owned subsidiary of the Issuer (the "Merger").
3. 25% of the shares shall vest immediately on the option grant date of January 1, 2006. Beginning on the first day of the second month following the option grant date, the shares vest monthly in 1/36th increments over the next 36 months.
4. The option vests as of the first day of each month in 1/36th increments over the 36 months immediately following the option grant date of January 4, 2007.
/s/ Wayne Morges 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.