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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Pharmathene, Inc.
(Formerly Healthcare Acquisition Corp.)
(Formerly Healthcare Acquisition Corp.)
(Name of Issuer)
common stock, par value $0.0001
(Title of Class of Securities)
71714G102
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* 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).
CUSIP No. |
71714G102 |
| 1 | NAMES OF REPORTING PERSONS Sapling, LLC |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| OO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
CUSIP No. |
71714G102 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree Capital Opportunity Master Fund, L.P. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Cayman Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| PN | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
3
CUSIP No. |
71714G102 |
| 1 | NAMES OF REPORTING PERSONS Fir Tree, Inc. |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| New York | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 0.0% | |||||
| 12 | TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS) | ||||
| CO | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
4
SCHEDULE 13G/A
This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling,
LLC, a Delaware limited liability company (“Sapling”), Fir Tree Capital Opportunity Master Fund,
L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital Opportunity”) and Fir Tree,
Inc., a New York corporation (“Fir Tree”), relating to common stock (the “Common Stock”) of
Pharmathene, Inc., a Delaware corporation (the “Issuer”), purchased by Sapling and Fir Tree Capital
Opportunity. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir
Tree Value”), is the sole member of Sapling, and Fir Tree is the investment manager of both Sapling
and Fir Tree Capital Opportunity.
This Amendment is being filed to report that the Reporting Persons no longer beneficially own
the Issuer’s Common Stock.
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
Annapolis, Maryland 21401
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Sapling, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership
5
Fir Tree, Inc. is the investment manager for each of Sapling and Fir Tree Capital Opportunity and
has been granted investment discretion over portfolio investments, including the shares of Common
Stock (as defined below), held by each of them.
Item 2(d) Title of Class of Securities.
Common stock, par value $0.0001 (the “Common Stock”)
Item 2(e) CUSIP Number.
71714G102
Item 3 Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4 Ownership.
The Reporting Persons own 0 shares of Common Stock.
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 Persons have ceased to be the beneficial owners of more than five percent
of the class of securities, check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being
Reported On by the Parent Holding Company. |
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.
Item 10 Certification.
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.
6
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.
Date: February 14, 2008
| SAPLING, LLC |
||||
| By: | FIR TREE, INC., its Manager | |||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
| FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. |
||||
| By: | FIR TREE, INC., its Manager | |||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
| FIR TREE, INC. |
||||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the
undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G
(including any and all amendments thereto) with respect to the Common Stock of Pharmathene, Inc., a
Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of
such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of
the information concerning such party contained therein; provided, however, that no party is
responsible for the accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the
signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
February 14, 2008.
| SAPLING, LLC |
||||
| By: | FIR TREE, INC., its Manager | |||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
| FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. |
||||
| By: | FIR TREE, INC., its Manager | |||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
| FIR TREE, INC. |
||||
| By: | /s/ Jeffrey Tannenbaum | |||
| Name: | Jeffrey Tannenbaum | |||
| Title: | President | |||
8