UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 3, 2005
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HEALTHCARE ACQUISITION CORP.
---------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-32587 20-2726770
------------------------------ --------------------- -----------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2116 FINANCIAL CENTER 666 WALNUT STREET
DES MOINES, IOWA 50309
-------------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (515) 244-5746
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Not Applicable
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(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 (see General Instruction A.2. below):
| | 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))
ITEM 8.01. OTHER EVENTS
On August 3, 2005, the initial public offering ("IPO") of 9,000,000
Units ("Units") of Healthcare Acquisition Corp. (the "Company") was consummated.
Each Unit consists of one share of Common Stock, $.0001 par value per share
("Common Stock"), and one Warrant ("Warrants"), each to purchase one share of
Common Stock. The Units were sold at an offering price of $8.00 per Unit,
generating gross proceeds of $72,000,000. Of this amount, $64,980,000 (or $7.22
per share) was placed in trust. Audited financial statements as of August 3,
2005 reflecting receipt of the proceeds upon consummation of the IPO have been
issued by the Company and are included as Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit 99.1 Audited Financial Statements
Exhibit 99.2 Press Release dated August 3, 2005
SIGNATURE
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.
Dated: August 3, 2005 HEALTHCARE ACQUISITION CORP.
By: /s/ Matthew P. Kinley
------------------------------
Matthew P. Kinley
President
Exhibit 99.1
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Financial Statements
For the period from April 25, 2005 (inception) to April 30, 2005
For the period from April 25, 2005 (inception) to August 3, 2005
CONTENTS
Report of Independent Registered Public Accounting Firm.....................F-1
Audited Financial Statements
Balance Sheets..............................................................F-2
Statements of Operations....................................................F-3
Statements of Stockholders' Equity..........................................F-4
Statements of Cash Flows....................................................F-5
Notes to Financial Statements.......................................F-6 to F-11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Healthcare Acquisition Corp.
We have audited the accompanying balance sheets of Healthcare Acquisition Corp.
(a corporation in the development stage) as of August 3, 2005 and April 30,
2005, and the related statements of operations, stockholders' equity, and cash
flows for the periods from April 25, 2005 (inception) to August 3, 2005 and
April 25, 2005 (inception) to April 30, 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Healthcare Acquisition Corp. (a
corporation in the development stage) as of August 3, 2005 and April 30, 2005,
and the results of its operations and its cash flows for the periods from April
25, 2005 (inception) to August 3, 2005 and April 25, 2005 (inception) to April
30, 2005, in conformity with accounting principles generally accepted in the
United States of America.
/s/ LWBJ, LLP
West Des Moines, Iowa
August 3, 2005
F-1
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Balance Sheets
AUGUST 3, 2005 APRIL 30, 2005
-------------- --------------
Assets
Current assets:
Cash $ 1,993,421 $ 140,000
Cash held in Trust Fund 64,980,000 --
Prepaid expense 90,000 --
------------ ------------
Total current assets 67,063,421 140,000
Other assets:
Deferred offering costs -- 113,253
------------ ------------
Total assets $ 67,063,421 $ 253,253
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,000 $ --
Accrued expenses 411,215 55,753
Notes payable, stockholders 250,000 175,000
------------ ------------
Total current liabilities 676,215 230,753
------------ ------------
Common stock, subject to possible redemption,
1,799,100 shares, at conversion value 12,989,502 --
------------ ------------
Stockholders' equity:
Preferred stock, $.0001par value, 1,000,000 shares authorized;
none issued -- --
Common stock, $.0001 par value, 100,000,000 shares authorized;
11,250,000 (which includes 1,799,100 subject to possible conversion)
and 2,250,000 issued and outstanding, respectively 1,125 150
Additional paid-in capital 53,400,294 24,850
Deficit accumulated during the development stage (3,715) (2,500)
------------ ------------
Total stockholders' equity 53,397,704 22,500
------------ ------------
Total liabilities and stockholders' equity $ 67,063,421 $ 253,253
============ ============
See accompanying notes.
F-2
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Statements of Operations
FOR THE PERIOD FROM FOR THE PERIOD FROM
APRIL 25, 2005 APRIL 25, 2005
(INCEPTION) TO (INCEPTION) TO
AUGUST 3, 2005 APRIL 30, 2005
----------------- --------------------
Formation and operating costs $ 3,715 $ 2,500
----------- -----------
Net loss $ (3,715) $ (2,500)
=========== ===========
Weighted average shares outstanding 2,339,109 2,250,000
=========== ===========
Net loss per share $ - $ -
=========== ===========
See accompanying notes.
F-3
HEALTHCARE ACQUISITION CORP.
(a corporation in the development stage)
Statements of Stockholders' Equity
For the period from April 25, 2005 (inception) to April 30, 2005
and period from April 30, 2005 to August 3, 2005
DEFICIT
COMMON STOCK ADDITIONAL ACCUMULATED
-------------------------- PAID IN DURING THE STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEVELOPMENT STAGE EQUITY
------------ ----------- ---------------- ----------------- -------------
Common shares issued to Initial
Stockholders at $.0111 per share 2,250,000 $ 150 $ 24,850 $ - $ 25,000
Net loss - - - (2,500) (2,500)
------------ -------- ------------ ----------- ------------
Balance at April 30, 2005 2,250,000 150 24,850 (2,500) 22,500
Stock dividend - July 8, 2005 - 50 (50) -- --
Stock dividend - July 22, 2005 - 25 (25) -- --
Sale of 9,000,000 units, net of
underwriters' discount and offering
expenses (includes 1,799,100 shares
subject to possible conversion) 9,000,000 900 66,364,921 -- 66,365,821
Proceeds subject to possible
conversion of 1,799,100 shares - (12,989,502) (12,989,502)
Proceeds from issuance of unit options 100 -- 100
Net loss for period - (1,215) (1,215)
------------ -------- ------------ ----------- ------------
Balance at August 3, 2005 11,250,000 $ 1,125 $ 53,400,294 $ (3,715) $ 53,397,704
============ ======== ============ =========== ============
See accompanying notes.
F-4
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Statements of Cash Flows
FOR THE PERIOD FROM FOR THE PERIOD FROM
APRIL 25, 2005 APRIL 25, 2005
(INCEPTION) TO (INCEPTION) TO
AUGUST 3, 2005 APRIL 30, 2005
------------------- -------------------
Operating activities
Net loss $ (3,715) $ (2,500)
Increase in prepaid expense (90,000) --
Increase in accounts payable and accrued expenses 91,215 --
------------ ------------
Net cash used in operating activities (2,500) (2,500)
------------ ------------
INVESTING ACTIVITIES
Cash held in Trust Fund (64,980,000) --
------------ ------------
FINANCING ACTIVITIES
Gross proceeds from initial public offering 72,000,000 --
Proceeds from issuance of unit option 100 --
Proceeds from note payable, stockholders 250,000 175,000
Proceeds from sale of common stock 25,000 25,000
Payments made for costs of initial public offering (5,299,179) (57,500)
------------ ------------
Net cash provided by financing activities 66,975,921 142,500
------------ ------------
Net increase in cash 1,993,421 140,000
Cash at beginning of period -- -
------------ ------------
Cash at end of period $ 1,993,421 $ 140,000
============ ============
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Accrual of deferred offering costs $ 335,000 $ 55,573
See accompanying notes.
F-5
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements
August 3, 2005
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Healthcare Acquisition Corp. (the "Company") was incorporated in Delaware on
April 25, 2005, as a blank check company whose objective is to acquire, through
a merger, capital stock exchange, asset acquisition or other similar business
combination, a currently unidentified operating business.
At August 3, 2005, the Company had not yet commenced any operations. All
activity through August 3, 2005 relates to the Company's formation and the
public offering described below. The Company has selected December 31 as its
fiscal year-end. The registration statement for the Company's initial public
offering ("Offering") was declared effective July 28, 2005. The Company
consummated the Offering on August 3, 2005 and received net proceeds of
approximately $66,460,000 (Note 2). The Company's management has broad
discretion with respect to the specific application of the net proceeds of this
Offering, although substantially all of the net proceeds of the Offering are
intended to be generally applied toward consummating a business combination with
an operating domestic or international company in the healthcare industry, a
"target business".
In evaluating a prospective target business, the Company will consider, among
other factors, the financial condition and results of operation; growth
potential; experience and skill of management; availability of additional
personnel; capital requirements; competitive position; barriers to entry into
other industries; stage of development of the products, processes or services;
degree of current or potential market acceptance of the products, processes or
services; proprietary features and degree of intellectual property or other
protection of the products, processes or services; regulatory environment of the
industry; and costs associated with effecting the business combination. These
criteria are not intended to be exhaustive. Any evaluation relating to the
merits of a particular business combination will be based, to the extent
relevant, on the above factors, as well as other considerations deemed relevant
by the Company in effecting a business combination consistent with its business
objective.
There are no assurances the Company will be able to successfully effect a
business combination. An amount of $64,980,000 or 90.3% of the gross proceeds of
this offering ($7.22 per unit) are being held in an interest bearing trust
account at JP Morgan Chase NY Bank maintained by Continental Stock Transfer &
Trust Company ("Trust Fund") and invested in United States Treasury Bills having
a maturity of one hundred eighty (180) days or less, until the earlier of (i)
the consummation of the Company's first business combination or (ii) the
liquidation of the Company. The placing of funds in the Trust Fund may not
protect those funds from third party claims against the Company. Although the
Company will seek to have all vendors, prospective target businesses or other
entities it engages, execute agreements with the Company waiving any right,
title, interest or claim of any kind in or to any monies held in the Trust Fund,
there is no guarantee that they will execute such agreements. The Company's
officers have severally agreed that they will be personally liable to ensure
that the proceeds in the Trust Fund are not reduced by the claims of target
businesses or vendors or other entities that are owed money by the Company for
F-6
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements (continued)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
NATURE OF OPERATIONS (CONTINUED)
services rendered or contracted for or products sold to the Company. However,
there can be no assurance that the officers will be able to satisfy those
obligations. The remaining proceeds, not held in trust, may be used to pay for
business, legal and accounting expenses, expenses which may be incurred related
to the investigation and selection of a target business, and the negotiation of
an agreement to acquire a target business, and for continuing general and
administrative expenses.
The Company's first business combination must be with a business with a fair
market value of at least 80% of the Company's net asset value at the time of
acquisition. The Company, after signing a definitive agreement for the
acquisition of a target business, will submit such transaction for stockholder
approval. In the event that stockholders owning 20% or more of the outstanding
stock excluding, for this purpose, those persons who were stockholders prior to
the Offering, vote against the business combination or request their
conversion right as described below, the business combination will not be
consummated. All of the Company's stockholders prior to the Offering, including
all of the officers and directors of the Company ("Initial Stockholders"), have
agreed to vote their 2,250,000 founding shares of common stock in accordance
with the vote of the majority in interest of all other stockholders of the
Company ("Public Stockholders") with respect to any business combination. After
consummation of the Company's first business combination, all of these voting
safeguards will no longer be applicable.
With respect to the first business combination which is approved and
consummated, any Public Stockholder who voted against the business combination
may demand that the Company redeem his or her shares. The per share redemption
price will equal the amount in the Trust Fund as of the record date for
determination of stockholders entitled to vote on the business combination
divided by the number of shares of common stock held by Public Stockholders at
the consummation of the Offering. Accordingly, Public Stockholders holding
19.99% of the aggregate number of shares owned by all Public Stockholders may
seek redemption of their shares in the event of a business combination. Such
Public Stockholders are entitled to receive their per share interest in the
Trust Fund computed, without regard to the shares held by Initial Stockholders.
Accordingly, a portion of the net proceeds from the Offering (19.99% of the
amount held in the Trust Fund) has been classified as common stock subject to
possible conversion in the accompanying August 3, 2005 balance sheet.
The Company's Restated Certificate of Incorporation provides for mandatory
liquidation of the Company, without stockholder approval, in the event that the
Company does not consummate a business combination within eighteen (18) months
from the date of the consummation of the Offering, or twenty-four (24) months
from the consummation of the Offering if certain extension criteria have been
satisfied. In the event of liquidation, it is likely that the per share value of
the residual assets remaining available for distribution (including Trust Fund
assets) will be less than the initial public offering price per share in the
Offering (assuming no value is attributed to the Warrants contained in the Units
to be offered in the Offering discussed in Note 2.)
F-7
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements (continued)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
LOSS PER COMMON SHARE
Loss per share is computed by dividing net loss by the weighted-average number
of shares of common stock outstanding during the period.
DERIVATIVE FINANCIAL INSTRUMENTS
As described in Note 2, the Company has granted a Purchase Option to a
representative of its underwriters. Based on Emerging Issues Task Force 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settle in, a Company's Own Stock, the sale of the Purchase Option was reported
in permanent equity. Accordingly, there is no impact on the Company's financial
position and results of operations except for $100 in proceeds received from the
sale of the Purchase Option. Subsequent changes in fair value will not be
recognized as long as the Purchase Option continues to be classified as an
equity instrument.
The Company has determined, based on the Black-Scholes option pricing formula,
the fair value of the Purchase Option at date of issuance, was $3.79 per share
or approximately $852,750 total, using a risk free interest rate of 4.0%,
expected life of five years and estimated volatility of 60.0%.
The volatility calculation of 60.0% is based on the 365-day average volatility
of a representative sample of eight (8) healthcare companies in the information
technology and services niches with market capitalizations between $200 million
and $910 million ("Representative Sample"). Because the Company did not have a
trading history, the Company needed to estimate the potential volatility of its
common stock price, which depends on a number of factors which could not be
ascertained at this time. The Company referred to the 365-day volatility of the
Representative Sample because its management believed that the volatility of
these representative companies was a reasonable benchmark to use in estimating
the expected volatility for the Company's common stock post-business
combination.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.
INCOME TAXES
Deferred income taxes are provided for the differences between the basis of
assets and liabilities for financial reporting and income tax purposes. A
valuation allowance is established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.
The Company recorded a deferred income tax asset for the tax effect of net
operating loss carryforwards and temporary differences aggregating to
approximately $1,486 and $1,000 at August 3, 2005 and April 30, 2005,
respectively. In recognition of the uncertainty regarding the ultimate amount of
income tax benefits to be derived, the Company has recorded a full valuation
allowance at August 3, 2005 and April 30, 2005.
F-8
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements (continued)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
The effective tax rate differs from the statutory rate of 34% due to the
increase in the valuation allowance.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on the
accompanying financial statements.
2. INITIAL PUBLIC OFFERING
On July 28, 2005 the Company sold 9,000,000 units ("Units") in the Offering.
Each Unit consists of one share of the Company's common stock, $.0001 par value
and one Redeemable Common Stock Purchase Warrant ("Warrant"). Each Warrant
entitles the holder to purchase from the Company one share of common stock at an
exercise price of $6.00 commencing the later of the completion of a business
combination with a target business or one (1) year from the effective date of
the Offering and expiring four (4) years from the effective date of the
Offering. An additional 1,350,000 Units may be issued on exercise of a 45-day
option granted to the underwriters to cover any over-allotments. The Warrants
will be redeemable by the Company at a price of $.01 per Warrant, upon thirty
(30) days notice after the Warrants become exercisable, only in the event that
the last sales price of the common stock is at least $11.50 per share for any
twenty (20) trading days within a thirty (30) trading-day period ending on the
third day prior to date on which notice of redemption is given. In connection
with the Offering, the Company paid the underwriter a discount of 6% of the
gross proceeds of the Offering and a non-accountable expense allowance of 1% of
the gross proceeds of the Offering.
3. DEFERRED OFFERING COSTS
Deferred offering costs consist principally of underwriting fees, legal fees,
accounting fees, and other fees incurred through April 30, 2005 that are
directly related to the Offering and that were charged to stockholders' equity
upon the receipt of the capital raised.
4. NOTES PAYABLE, STOCKHOLDERS
The Company issued unsecured promissory notes to three Initial Stockholders,
amounting to $250,000 and $175,000 at August 3, 2005 and April 30, 2005,
respectively, who are also officers. The notes are non-interest bearing and will
be repaid from the proceeds of this Offering.
5. UNIT OPTION
In connection with the Offering, the Company issued to the representative of the
underwriters for $100, an option to purchase up to a total of 225,000 units,
exercisable at $10 per unit ("Purchase Option"). In lieu of payment of the
exercise price in cash, the holder of the Purchase Option has the right (but not
the obligation) to convert any exercisable portion of the Purchase Option into
units using a cashless exercise based on the difference between current market
value of the units and its exercise price. The warrants issued in conjunction
with these units are identical to those offered by the prospectus, except that
they have an exercise price of $7.50 (125% of the exercise price of the warrants
included in the Units sold in the offering). This option commences on the later
of the consummation of a business combination and
F-9
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements (continued)
5. UNIT OPTION (CONTINUED)
one (1) year from the date of the prospectus and expiring five (5) years from
the date of the prospectus. The option and the 225,000 units, the 225,000 shares
of common stock and the warrants underlying such units, and the shares of common
stock underlying such Warrants, were deemed compensation by the National
Association of Securities Dealers ("NASD") and are therefore subject to a
180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.
Additionally, the option may not be sold, transferred, assigned, pledged or
hypothecated for a one-year period (including the foregoing 180-day period)
following July 28, 2005. However, the option may be transferred to any
underwriter and selected dealer participating in the offering and their bona
fide officers or partners. Although the purchase option and its underlying
securities have been registered under a registration statement, the option
grants to holders demand and "piggy back" rights for periods of five (5) and
seven (7) years, respectively, from July 28, 2005 with respect to the
registration under the Securities Act of the securities directly and indirectly
issuable upon exercise of the option. The Company will bear all fees and
expenses attendant to registering the securities, other than underwriting
commissions, which will be paid for by the holders themselves. The exercise
price and number of units issuable upon exercise of the option may be adjusted
in certain circumstances, including in the event of a stock dividend, or our
recapitalization, reorganization, merger or consolidation. However, the option
will not be adjusted for issuances of common stock at a price below its exercise
price.
6. COMMITMENTS AND CONTINGENCIES
The Company presently occupies office space in two locations, provided by two
affiliates of the Initial Stockholders. Such affiliates have agreed that, until
the Company consummates a business combination, they will make such office
space, as well as certain office and secretarial services, available to the
Company, as may be required by the Company from time to time. The Company has
agreed to pay such affiliates $7,500 per month for such services commencing on
the effective date of the Offering. The statement of operations for the period
ended August 3, 2005 includes $1,215 related to this agreement. Upon completion
of a business combination or liquidation, the Company will no longer be required
to pay these monthly fees.
The Company has engaged a third party to act as the representative of the
underwriters, on a non-exclusive basis, as its agent for the solicitation of the
exercise of the Warrants. To the extent not inconsistent with the guidelines of
the NASD and the rules and regulations of the Securities and Exchange
Commission, the Company has agreed to pay the representative for bona fide
services rendered, a commission equal to 4% of the exercise price for each
Warrant exercised more than one (1) year after July 28, 2005, if the exercise
was solicited by the underwriters. In addition to soliciting, either orally or
in writing, the exercise of the Warrants, the representative's services may also
include disseminating information, either orally or in writing, to Warrant
holders about the Company or the market for its securities, and assisting in the
processing of the exercise of the Warrants. No compensation will be paid to the
representative upon the exercise of the Warrants if:
F-10
HEALTHCARE ACQUISITION CORP.
(A CORPORATION IN THE DEVELOPMENT STAGE)
Notes to Financial Statements (continued)
6. COMMITMENTS AND CONTINGENCIES (CONTINUED)
o the market price of the underlying shares of common stock is lower
than the exercise price;
o the holder of the Warrants has not confirmed in writing that the
underwriters solicited the exercise;
o the Warrants are held in a discretionary account;
o the Warrants are exercised in an unsolicited transaction; or
o the arrangement to pay the commission is not disclosed in the
prospectus provided to Warrant holders at the time of exercise.
The Initial Stockholders who are holders of 2,250,000 issued and outstanding
shares of common stock are entitled to registration rights pursuant to an
agreement signed on the effective date of the Offering. The holders of the
majority of these shares are entitled to request the Company, on up to two (2)
occasions, to register these shares. The holders of the majority of these shares
can elect to exercise these registration rights at any time after the date on
which these shares of common stock are released from escrow. In addition, these
stockholders have certain "piggy-back" registration rights on registration
statements filed subsequent to the date on which these shares of common stock
are released from escrow. The Company will bear the expenses incurred in
connection with the filing of any such registration statements.
7. PREFERRED STOCK
The Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences, as may be determined from
time to time by the Board of Directors.
8. COMMON STOCK
On July 8, 2005, the Company's Board of Directors authorized a .333333 to 1
stock dividend. On July 22, 2005, the Company's Board of Directors authorized a
..125 to 1 stock dividend. All references in the accompanying financial
statements to the number of shares of stock have been retroactively restated to
reflect these transactions, assuming they occurred at the beginning of the
period.
F-11
EXHIBIT 99.2
Contact:
Matthew P. Kinley
President
Healthcare Acquisition Corp.
515-244-5746
FOR IMMEDIATE RELEASE
- ---------------------
HEALTHCARE ACQUISITION CORP.
COMPLETES INITIAL PUBLIC OFFERING
---------------------------------
NEW YORK, NEW YORK, August 3, 2005 - Healthcare Acquisition Corp.
(AMEX:HAQ.U) announced today that its initial public offering of 9,000,000 units
was consummated. Each unit consists of one share of common stock and one
warrant.
The units were sold at an offering price of $8.00 per unit,
generating gross proceeds of $72,000,000 to the Company. Maxim Group LLC acted
as lead underwriter for the initial public offering. A copy of the prospectus
may be obtained from Maxim Group LLC, 405 Lexington Ave., New York, NY 10174.
Audited financial statements as of August 3, 2005 reflecting receipt
of the proceeds upon consummation of the initial public offering have been
issued by the Company and are included as Exhibit 99.1 to a Current Report on
Form 8-K filed by the Company with the Securities and Exchange Commission.
# # #
