-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxaRLrwHdx/oYG3FT2OzbDd2DDirXq1hOsU/YzVwJIY02e4Rc0k9dM+EwbvXlF3q x2SBOAMHDaQvjWJ5S/3pcw== 0000908662-07-000297.txt : 20070817 0000908662-07-000297.hdr.sgml : 20070817 20070817125455 ACCESSION NUMBER: 0000908662-07-000297 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070806 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCARE ACQUISITION CORP CENTRAL INDEX KEY: 0001326190 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 202726770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2116 FINANCIAL CENTER STREET 2: 666 WALNUT STREET CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 515-244-5746 MAIL ADDRESS: STREET 1: 2116 FINANCIAL CENTER STREET 2: 666 WALNUT STREET CITY: DES MOINES STATE: IA ZIP: 50309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CZEREPAK ELIZABETH CENTRAL INDEX KEY: 0001263500 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32587 FILM NUMBER: 071064490 BUSINESS ADDRESS: BUSINESS PHONE: 301 944 6600 MAIL ADDRESS: STREET 1: 20425 SENECA MEADOWS PARKWAY CITY: GERMANTOWN STATE: MD ZIP: 20876 3/A 1 edgar.xml PRIMARY DOCUMENT X0202 3/A 2007-08-06 2007-08-08 0 0001326190 HEALTHCARE ACQUISITION CORP PIP 0001263500 CZEREPAK ELIZABETH C/O BEAR STEARNS HEALTH INNOVENTURES, LP 237 PARK AVENUE, 7TH FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock 1320065 I Held by Bear Stearns Health Innoventures Group 8% Convertible Notes 10.00 2007-08-03 2009-08-03 Common Stock 253752 I Held by Bear Stearns Health Innoventures Group Stock Option (right to buy) 4.22 2007-08-03 2016-01-18 Common Stock 1021 I Held by Bear Stearns Health Innoventures Group Received in connection with the merger of PharmAthene, Inc. with a wholly-owned subsidiary of Healthcare Acquisition Corp. (the "Merger") on August 3, 2007, after which Healthcare Acquisition Corp. changed its name to PharmAthene, Inc. Elizabeth Czerepak was appointed to the Board as of August 6, 2007. Elizabeth Czerepak is a managing partner of Bear Stearns Innoventures Management, LLC ("Management"). Management is the sole general partner of Bear Stearns Health Innoventures, L.P. ("BSHI"), Bear Stearns Health Innoventures Offshore, L.P. ("Offshore"), BX, L.P. ("BX"), and Bear Stearns Health Innoventures Employee Fund, L.P. ("Employee Fund"), and BSHI Members, LLC ("Members") co-invests with these funds. The securities reported are directly owned by Members, BSHI, Offshore, BX, and Employee Fund. The Reporting Person disclaims beneficial ownership of these securitries except to the extent of her proportionate pecuniary interest therein. Represents $2,537,521.86 principal amount of converitble notes received in connection with the Merger in exchange for existing convertible notes of PharmAthene, Inc., the acquired company. Represents existing stock options of PharmAthene, Inc., the acquired company, that were assumed in the Merger. Options vest in 25% annual increments beginning January 18, 2007. /s/ Stefan Ryser, as attorney-in-fact 2007-08-17 EX-24 2 poa.htm POWER OF ATTORNEY

                                              POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of Stefan Ryser

and Dorigen Horlivy, singing singly, his/her true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned Forms 3, 4, and 5 with respect to the securities of

PharmAthene, Inc. (formerly Healthcare Acquisition Corp.) in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or

desirable to complete and execute any such Form 3, 4, or 5, the timely filing of such form with the

United States Securities and Exchange Commission and any other authority; and



(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion

of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the

undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and

conditions as such attorney-in-fact may approve in his or her discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or revocation, hereby ratifying

and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall

lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to

file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued

by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day

of July, 2007.



 Elizabeth Czerepak

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