Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934
Filed by the Registrant x

 

Filed by a Party other than the Registrant o

 

Check the appropriate box:


 

 

 

x Preliminary Proxy Statement

 

 

 

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

 

o Definitive Proxy Statement

 

 

 

o Definitive Additional Materials

 

 

 

o Soliciting Material Under Rule 14a-12

HEALTHCARE ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):


 

 

 

o No fee required.

 

 

 

x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

 

(1)   Title of each class of securities to which transaction applies:

 

Common Stock of Healthcare Acquisition Corp.

 

 

 

(2)   Aggregate number of securities to which transaction applies:

 

Acquisition of all of the outstanding securities of PharmAthene, Inc.

 

 

 

(3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

N/A

 

 

 

(4)   Proposed maximum aggregate value of transaction:

 

$114,250,000 (including up to a maximum of $10,000,000 in milestone payments, 12,500,000 shares of common stock and $12,500,000 in 8% convertible notes) is being paid for outstanding capital stock, options and warrants.

 

 

 

(5)   Total fee paid:

 

$12,225.00

 

 

o Fee paid previously with preliminary materials.

 

 

 

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1) Amount Previously Paid:

 

 

 

(2) Form, Schedule or Registration Statement No.:

 

 

 

(3) Filing Party:

 

 

 

(4) Date Filed:

 

 

 

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 





 
HEALTHCARE ACQUISITION CORP.

2116 Financial Center

666 Walnut Street

Des Moines, Iowa 50309
To the Stockholders of Healthcare Acquisition Corp.:
You are cordially invited to attend a special meeting of the stockholders of Healthcare Acquisition Corp., or HAQ, to be held on ________, 2007. At the meeting you will be asked to consider proposals relating to the proposed merger of PAI Acquisition Corp., referred to in the attached proxy statement as Merger Sub, a wholly-owned subsidiary of HAQ, into PharmAthene, Inc., referred to in the proxy statement as PharmAthene, resulting in PharmAthene becoming a wholly-owned subsidiary of HAQ. PharmAthene is a privately-held company engaged in the biodefense industry, specifically the discovery and development of new human therapeutics and prophylactics for the treatment and prevention of morbidity and mortality from exposure to chemical and biological weapons.  
The special meeting will be held at 10:00 a.m., Eastern Time, on _________, 2007, at the offices of _______________________________________ (the “Special Meeting”). At this important meeting, you will be asked to consider and vote upon the following proposals:
·  the Merger Proposal- the proposed merger with PharmAthene, Inc. (the “Merger”), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of January 19, 2007, by and among HAQ, Merger Sub and PharmAthene, and the transactions contemplated thereby, whereby PharmAthene will become a wholly-owned subsidiary of HAQ (“Proposal 1” or the “Merger Proposal”) and the stockholders, optionholders, warrantholders and noteholders of PharmAthene shall receive the following consideration:




(i)

an aggregate of 12,500,000 shares of HAQ common stock;




(ii)

$12,500,000 in 8% convertible notes issued by HAQ; and




(iii)

up to $10,000,000 in milestone payments (if certain conditions are met).

· the Amendment Proposal - the amendment to HAQ’s  amended and restated certificate of incorporation (the “Certificate of Incorporation Amendment”), to: (i) change HAQ’s name from “Healthcare Acquisition Corp.” to “PharmAthene, Inc.”; (ii) remove certain provisions containing procedural and approval requirements applicable to HAQ prior to the consummation of the business combination that will no longer be operative after the consummation of the Merger; and (iii) grant to holders of convertible promissory notes issued in the Merger the right to designate three members to the Board of Directors of HAQ for so long as at least 30% of the original face value of such notes remain outstanding (“Proposal 2” or the “Amendment Proposal”);
· the Incentive Plan Proposal- the adoption of the 2007 Long-Term Incentive Plan (the “Incentive Plan”) pursuant to which HAQ will reserve 3,500,000 shares of common stock for issuance pursuant to the Plan (“Proposal 3” or the “Incentive Plan Proposal”); and
·  such other business as may properly come before the meeting or any adjournment or postponement thereof.
HAQ’s shares of common stock and warrants are listed on the American Stock Exchange under the symbols HAQ and HAQ-WT, respectively. If each of the Merger Proposal, the Amendment Proposal and the Incentive Plan Proposal are approved, the operations and assets of PharmAthene will become those of HAQ, and HAQ’s name will be changed to “PharmAthene, Inc.” upon consummation of the Merger.
After careful consideration of the terms and conditions of the proposed merger with PharmAthene, the Certificate of Incorporation Amendment and the adoption of the Incentive Plan, the Board of Directors of HAQ has determined that such proposals and the transactions contemplated thereby are fair to, and in the best interests of, HAQ and its stockholders. No fairness opinion was sought or obtained by the Board of Directors in reaching its determination. HAQ’s initial stockholders, including all of its directors and officers and their affiliates, who purchased or received shares of common stock prior to HAQ’s IPO, presently own an aggregate of approximately 19.3% of the outstanding shares of HAQ common stock, and all of these stockholders have agreed to vote the shares acquired prior to the IPO in accordance with the vote of the majority in interest of all other HAQ stockholders on the Merger Proposal. The Board of Directors of HAQ unanimously recommends that you vote or give instruction to vote: (i) “FOR” the Merger Proposal; (ii)  “FOR” the Amendment Proposal; and (iii) “FOR” the Incentive Plan Proposal, all as described in Proposals 1, 2 and 3, respectively, in the attached proxy statement.

 





 

Enclosed is a Notice of Special Meeting and proxy statement containing detailed information concerning the proposed Merger, the Certificate of Incorporation Amendment and the Incentive Plan. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully. We look forward to seeing you at the meeting.
Sincerely,
John Pappajohn

Chairman of the Board

and Secretary

 

Neither the Securities and Exchange Commission nor any state securities commission has determined if the attached proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.
The proxy statement is dated ______________, 2007 and is first being mailed to HAQ stockholders on or about ____________, 2007.
 

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES CONVERTED INTO A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF HAQ’S INITIAL PUBLIC OFFERING ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE MERGER PROPOSAL AND DEMAND THAT HAQ CONVERT YOUR SHARES INTO CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE MERGER PROPOSAL TO EXERCISE YOUR CONVERSION RIGHTS. IN ORDER TO CONVERT YOUR SHARES, YOU MUST ALSO PRESENT OUR STOCK TRANSFER AGENT WITH YOUR PHYSICAL STOCK CERTIFICATE NO LATER THAN 5:00 PM, NEW YORK CITY TIME, ON THE BUSINESS DAY PRIOR TO THE DATE OF THE SPECIAL MEETING. SEE “SPECIAL MEETING OF HAQ STOCKHOLDERS — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

SEE ALSO “RISK FACTORS” FOR A DISCUSSION OF VARIOUS FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE MERGER.

 

 




HEALTHCARE ACQUISITION CORP.

2116 Financial Center

666 Walnut Street

Des Moines, Iowa 50309
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON _________, 2007
TO THE STOCKHOLDERS OF HEALTHCARE ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”), including any adjournments or postponements thereof, of Healthcare Acquisition Corp., a Delaware corporation (“HAQ”), will be held at 10:00 a.m. Eastern Time, on ________, 2007, at the offices of ______________________________, at which you will be asked to consider and vote upon the following:
·  the Merger Proposal- the proposed merger with PharmAthene, Inc. (the “Merger”), a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of January 19, 2007, by and among HAQ, Merger Sub and PharmAthene, and the transactions contemplated thereby, whereby PharmAthene will become a wholly-owned subsidiary of HAQ (“Proposal 1” or the “Merger Proposal”) and the stockholders, optionholders, warrantholders and noteholders of PharmAthene shall receive the following consideration:



 

(i)

an aggregate of 12,500,000 shares of HAQ common stock;




 

(ii)

$12,500,000 in 8% convertible notes issued by HAQ; and




 

(iii)

up to $10,000,000 in milestone payments (if certain conditions are met).

· the Amendment Proposal - the amendment to HAQ’s  amended and restated certificate of incorporation (the “Certificate of Incorporation Amendment”), to: (i) change HAQ’s name from “Healthcare Acquisition Corp.” to “PharmAthene, Inc.”; (ii) remove certain provisions containing procedural and approval requirements applicable to HAQ prior to the consummation of the business combination that will no longer be operative after the consummation of the Merger; and (iii) grant to holders of convertible promissory notes issued in the Merger the right to designate three members to the Board of Directors of HAQ for so long as at least 30% of the original face value of such notes remain outstanding (“Proposal 2” or the “Amendment Proposal”);
· the Incentive Plan Proposal- the adoption of the 2007 Long-Term Incentive Plan (the “Incentive Plan”) pursuant to which HAQ will reserve 3,500,000 shares of common stock for issuance pursuant to the Plan (“Proposal 3” or the “Incentive Plan Proposal”); and
·  such other business as may properly come before the meeting or any adjournment or postponement thereof.




These proposals are described in the attached proxy statement which HAQ urges you to read in its entirety before voting.
Each of the the Amendment Proposal and the Incentive Plan Proposal are conditioned upon the approval of the Merger Proposal and, in the event the Merger Proposal does not receive the necessary vote to approve that proposal, then HAQ will not complete any of the transactions identified in any of the proposals. If the Merger Proposal is approved but the Amendment Proposal or Incentive Plan are not approved, we may still consummate the Merger if PharmAthene waives these conditions.

 

The Board of Directors of HAQ has fixed the close of business on ____________, 2007, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Special Meeting and at any adjournment thereof. A list of the stockholders entitled to vote as of the Record Date at the Special Meeting will be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of ten calendar days before the Special Meeting at HAQ’s offices at 2116 Financial Center, 666 Walnut Street, Des Moines, Iowa, 50309 and at the time and place of the meeting during the duration of the meeting.
HAQ will not transact any other business at the Special Meeting, except for business properly brought before the Special Meeting, or any adjournment or postponement thereof, by HAQ’s Board of Directors.
 

 
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