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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) September 10, 2007
PHARMATHENE, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-32587 20-2726770
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Park Place, Suite 450, Annapolis, Maryland 21401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (410) 269-2600
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230 .425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01 Changes in Registrant's Certifying Accountant.
(a) On September 10, 2007, PharmAthene, Inc. (formerly Healthcare
Acquisition Corp.) (the "Company") terminated the engagement of LWBJ, LLP
("LWBJ"), as its independent registered public accountants. The termination of
the engagement was following the closing of the merger of PAI Acquisition Corp.
with and into PharmAthene US Corporation (formerly PharmAthene, Inc.) on August
3, 2007. The decision to terminate LWBJ was approved by the Company's Audit
Committee.
The report of LWBJ on the Company's balance sheets as of December 31, 2006
and 2005 and the related statements of operations, stockholders' equity and cash
flows for the year ended December 31, 2006, for the period from April 25, 2005
(date of inception) to December 31, 2005, and from the period from April 25,
2005 (date of inception) to December 31, 2006, respectively, did not contain an
adverse opinion or disclaimer of opinion, nor was either qualified or modified
as to uncertainty, audit scope or accounting principles.
During the period from April 25, 2005 (inception) to December 31, 2006 and
any subsequent interim period preceding the termination, there were no
disagreements with LWBJ on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of LWBJ would have caused
LWBJ to make reference to the subject matter of the disagreements in connection
with its report on the financial statements for such years or subsequent interim
periods.
There were no reportable events as described in Item 304(a)(i)(v) of
Regulation S-K during the period April 25, 2005 (inception) to December 31,
2006.
The Company has provided a copy of the foregoing disclosures to LWBJ and
requested that LWBJ furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
Company's statements in this Item 4.01(a). A copy of the letter furnished by
LWBJ in response to that request is filed as Exhibit 16.1 to this Form 8-K.
(b) On September 10, 2007, Ernst & Young LLP ("E&Y") was engaged as the
Company's new independent registered accountants. E&Y has been the independent
registered accountants of PharmAthene US Corporation since its inception. During
the two most recent fiscal years and the interim period preceding the engagement
of E&Y, the Company has not consulted with E&Y regarding either: (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement or reportable event identified in paragraph (a)(1)(iv)
of Item 304 of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
No. Description
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16.1 Letter from LWBJ, LLP regarding change in certifying accountant.
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.
PHARMATHENE, INC.
September 14, 2007 By: /s/ Christopher Camut
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Christopher Camut
Chief Financial Officer
Exhibit 16.1
September 14, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for PharmAthene, Inc. (formerly
Healthcare Acquisition Corp.) (the "Company") and, under the date of March 12,
2007, we reported on the financial statements of the Company as of December 31,
2006 and 2005 and for the year ended December 31, 2006 and the period from April
25, 2005 (inception) to December 31, 2005, and the period from April 25, 2005
(inception) to December 31, 2006. On September 10, 2007, we were dismissed. We
have read the Company's statements included under Item 4.01 of its Form 8-K
dated September 10, 2007, and we agree with such statements, except that we are
not in a position to agree or disagree with (1) the statements made in the first
paragraph that the termination of the engagement was following the closing of
the merger of PAI with and into PharmAthene US Corporation (formerly
PharmAthene, Inc.) on August 3, 2007 and the decision to terminate LWBJ was
approved by the Company's Audit Committee, (2) the statements made in the final
paragraph that (i) on September 10, 2007, the Registrant engaged Ernst & Young,
LLP ("E&Y") as its new independent registered accountants and that E&Y had been
the independent registered accountants of PharmAthene US, or (ii) that the
decision to engage E&Y was approved by the Company's Audit Committee, or (3) any
of the statements in the final paragraph regarding consultation with E&Y.
Sincerely,
/s/ LWBJ, LLP
LWBJ, LLP