UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 2)1
|
PharmAthene,
Inc.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.0001 per share
|
|
(Title
of Class of Securities)
|
|
71714G102
|
|
(CUSIP
Number)
|
|
January
28, 2009
|
|
(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) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 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
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,302,800
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,302,800
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.95%
|
||
|
12
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TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 71714G102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,302,800
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,302,800
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.95%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 71714G102
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,302,800
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,302,800
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.95%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
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||
4
CUSIP
NO. 71714G102
|
1
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NAME
OF REPORTING PERSON
WEBFINANCIAL
L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,302,800
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,302,800
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.95%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
5
CUSIP
NO. 71714G102
|
1
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NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
1,302,800
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
1,302,800
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,302,800
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.95%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. 71714G102
|
Item
1(a).
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Name
of Issuer:
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PharmAthene,
Inc.
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
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One Park
Place
Suite
450
Annapolis,
MD 21401
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Item
2(a).
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Name
of Person Filing:
|
This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners II Master Fund L.P., a Cayman Islands
exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware
limited liability company (“Partners LLC”), WebFinancial L.P., a Delaware
limited partnership (“Web L.P.”) and Warren G. Lichtenstein. Each of
the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
Steel
Master is the owner of approximately 99% of the limited partnership interests in
Web L.P. Web L.P. is the sole limited partner of Steel Partners
II. Partners LLC is the manager of Web L.P., Steel Partners II and
Steel Master. The general partner of Steel Partners II has delegated
to Partners LLC the exclusive power to vote and dispose of the securities held
by Steel Partners II. Warren G. Lichtenstein is the manager of
Partners LLC. By virtue of these relationships, each of Steel Master,
Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially own
the Issuer’s Common Stock, par value $0.0001 per share, owned by Steel Partners
II.
|
Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
|
The
principal business address of each of Steel Partners II, Partners LLC, Web L.P.
and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New York
10022. The principal business address of Steel Master is c/o Morgan
Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary Hall,
Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
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Item
2(c).
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Citizenship:
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Steel
Partners II, Partners LLC and Web L.P. are organized under the laws of the State
of Delaware. Steel Master is organized under the laws of the Cayman
Islands. Warren G. Lichtenstein is a citizen of the United States of
America.
|
Item
2(d).
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Title
of Class of Securities:
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Common
Stock, par value $0.0001 per share (the “Shares”)
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Item
2(e).
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CUSIP
Number:
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71714G102
7
CUSIP
NO. 71714G102
|
Item
3.
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If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is
a:
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/X/ Not
Applicable
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(a)
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/ /
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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/ /
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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/ /
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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/ /
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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/ /
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Investment
adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
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(f)
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/ /
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Employee
benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
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(g)
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/ /
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Parent
holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G).
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(h)
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/ /
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Savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
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(i)
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/ /
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Church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3).
|
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(j)
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/ /
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Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
|
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Steel
Partners II
|
|
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(a)
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Amount
beneficially owned:
|
| 1,302,800 Shares* |
|
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(b)
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Percent
of class:
|
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4.95%
(based upon 26,312,322 Shares outstanding, which is the total number of
Shares outstanding as of January 26, 2009 as reported in the Issuer’s
registration statement on Form S-3 filed with the Securities and Exchange
Commission on January 28, 2009). The decrease in Steel Partners
II’s percentage ownership of Shares since the filing of Amendment No. 1 to
the Schedule 13G is solely a result of the Issuer reporting an increase in
its number of Shares
outstanding.
|
|
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(c)
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Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
| 1,302,800 Shares* |
8
CUSIP
NO. 71714G102
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
| 0 Shares |
|
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(iii)
|
Sole
power to dispose or to direct the disposition of
|
| 1,302,800 Shares* |
|
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(iv)
|
Shared
power to dispose or to direct the disposition of
|
| 0 Shares |
|
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*
|
By
virtue of their relationship with Steel Partners II, each of Steel Master,
Partners LLC, Web L.P. and Mr. Lichtenstein may be deemed to beneficially
own the 1,302,800 Shares owned by Steel Partners
II.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1 (previously filed).
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
|
Item
10.
|
Certifications.
|
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.
9
CUSIP
NO. 71714G102
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
Dated:
February 6, 2009
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STEEL
PARTNERS II, L.P.
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||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
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By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
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STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
WEBFINANCIAL
L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
10