-----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, Np5mgT0fOo1fyI6+sJyivKXT21I6TT3PR9UGl2y2Qvt9blUBuzCg3qTSlrayTtFV CJfUBtEbqKKEY8GqtYAfZg== 0000921895-07-001832.txt : 20070815 0000921895-07-001832.hdr.sgml : 20070815 20070815124655 ACCESSION NUMBER: 0000921895-07-001832 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070815 DATE AS OF CHANGE: 20070815 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80900 FILM NUMBER: 071058841 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II LP CENTRAL INDEX KEY: 0000915653 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-758-3232 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: STEEL PARTNERS II L P DATE OF NAME CHANGE: 19950627 SC 13G/A 1 sc13ga101874hea_08022007.htm sec document

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 --------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
                             PURSUANT TO RULE 13d-2

                              (Amendment No. 1)(1)

                                PharmAthene, Inc.
                     (Formerly Healthcare Acquisition Corp.)
 ------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $0.0001 Par Value
 ------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    71714G102
 ------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 August 2, 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:

/ /  Rule 13d-1(b)

/x/  Rule 13d-1(c)

/ /  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                   13G                    Page 2 of 11 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS II, L.P.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) / /
               (SEE INSTRUCTIONS)                                        (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         5     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,076,681
  OWNED BY     -----------------------------------------------------------------
    EACH           6     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   7     SOLE DISPOSITIVE POWER

                              1,076,681
               -----------------------------------------------------------------
                   8     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
     9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,076,681
- --------------------------------------------------------------------------------
    10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
               CERTAIN SHARES (SEE INSTRUCTIONS)                             / /
- --------------------------------------------------------------------------------
    11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    4.5%(1)
- --------------------------------------------------------------------------------
    12         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    PN
================================================================================


- ------------------------------
(1) On August 2, 2007, the Reporting  Persons acquired shares of Common Stock of
the Issuer,  increasing  their ownership to 991,100  shares,  or above 5% of the
outstanding  shares of Common  Stock to  approximately  8.5% of the  outstanding
shares  of  Common  Stock  based on  11,650,000  shares  of  Common  Stock  then
outstanding.  On August 3, 2007, the Issuer  consummated a merger (the "Merger")
pursuant to the Agreement  and Plan of Merger,  dated as of January 19, 2007, by
and among the Issuer,  PAI Acquisition  Corp., a wholly-owned  subsidiary of the
Issuer,  and  PharmAthene,  Inc.  As a result of the Merger,  Steel  Partners II
became  entitled to receive up to an additional  85,581 shares (subject to a one
year lock-up) pursuant to an Assignment  Agreement  (defined below),  increasing
the Reporting  Persons'  ownership to 1,076,681  shares.  In connection with the
Merger,  the Issuer  issued  12,500,000  shares of Common Stock  resulting in an
aggregate of 24,150,000 shares of Common Stock outstanding.  Based on the number
of  shares  of Common  Stock  outstanding  immediately  after  the  Merger,  the
Reporting  Persons  currently   beneficially  own  approximately   4.5%  of  the
outstanding  shares and have ceased to be the beneficial  owners of more than 5%
of the outstanding shares.



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 3 of 11 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    STEEL PARTNERS, L.L.C.
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) / /
               (SEE INSTRUCTIONS)                                        (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         CITIZENSHIP OR PLACE OF ORGANIZATION

                    DELAWARE
- --------------------------------------------------------------------------------
 NUMBER OF         5     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,076,681
  OWNED BY     -----------------------------------------------------------------
    EACH           6     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   7     SOLE DISPOSITIVE POWER

                              1,076,681
               -----------------------------------------------------------------
                   8     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
     9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,076,681
- --------------------------------------------------------------------------------
    10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
               CERTAIN SHARES (SEE INSTRUCTIONS)                             / /
- --------------------------------------------------------------------------------
    11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    4.5%(1)
- --------------------------------------------------------------------------------
    12         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    OO
================================================================================


(1) On August 2, 2007, the Reporting  Persons acquired shares of Common Stock of
the Issuer,  increasing  their ownership to 991,100  shares,  or above 5% of the
outstanding  shares of Common  Stock to  approximately  8.5% of the  outstanding
shares  of  Common  Stock  based on  11,650,000  shares  of  Common  Stock  then
outstanding.  As a result of the Merger,  Steel  Partners II became  entitled to
receive  up to an  additional  85,581  shares  (subject  to a one year  lock-up)
pursuant to an Assignment  Agreement  (defined below),  increasing the Reporting
Persons'  ownership to 1,076,681  shares.  In  connection  with the Merger,  the
Issuer  issued  12,500,000  shares of Common Stock  resulting in an aggregate of
24,150,000 shares of Common Stock outstanding.  Based on the number of shares of
Common Stock  outstanding  immediately  after the Merger,  the Reporting Persons
currently beneficially own approximately 4.5% of the outstanding shares and have
ceased to be the beneficial owners of more than 5% of the outstanding shares.



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 4 of 11 Pages
- ----------------------                                    ----------------------


================================================================================
     1         NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                    WARREN G. LICHTENSTEIN
- --------------------------------------------------------------------------------
     2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) / /
               (SEE INSTRUCTIONS)                                        (b) / /
- --------------------------------------------------------------------------------
     3         SEC USE ONLY

- --------------------------------------------------------------------------------
     4         CITIZENSHIP OR PLACE OF ORGANIZATION

                    USA
- --------------------------------------------------------------------------------
 NUMBER OF         5     SOLE VOTING POWER
   SHARES
BENEFICIALLY                  1,076,681
  OWNED BY     -----------------------------------------------------------------
    EACH           6     SHARED VOTING POWER
 REPORTING
PERSON WITH                   - 0 -
               -----------------------------------------------------------------
                   7     SOLE DISPOSITIVE POWER

                              1,076,681
               -----------------------------------------------------------------
                   8     SHARED DISPOSITIVE POWER

                              - 0 -
- --------------------------------------------------------------------------------
     9         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
               PERSON

                    1,076,681
- --------------------------------------------------------------------------------
    10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
               CERTAIN SHARES (SEE INSTRUCTIONS)                             / /
- --------------------------------------------------------------------------------
    11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                    4.5%(1)
- --------------------------------------------------------------------------------
    12         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    IN
================================================================================


- --------------------
(1) On August 2, 2007, the Reporting  Persons acquired shares of Common Stock of
the Issuer,  increasing  their ownership to 991,100  shares,  or above 5% of the
outstanding  shares of Common  Stock to  approximately  8.5% of the  outstanding
shares  of  Common  Stock  based on  11,650,000  shares  of  Common  Stock  then
outstanding.  As a result of the Merger,  Steel  Partners II became  entitled to
receive  up to an  additional  85,581  shares  (subject  to a one year  lock-up)
pursuant to an Assignment  Agreement  (defined below),  increasing the Reporting
Persons'  ownership to 1,076,681  shares.  In  connection  with the Merger,  the
Issuer  issued  12,500,000  shares of Common Stock  resulting in an aggregate of
24,150,000 shares of Common Stock outstanding.  Based on the number of shares of
Common Stock  outstanding  immediately  after the Merger,  the Reporting Persons
currently beneficially own approximately 4.5% of the outstanding shares and have
ceased to be the beneficial owners of more than 5% of the outstanding shares.



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 5 of 11 Pages
- ----------------------                                    ----------------------


      The  Schedule  13G filed by the  Reporting  Persons on August 13,  2007 is
hereby amended and restated in its entirety as follows:


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

Item 2(a).  Name of Person Filing:

            This  statement  is filed by Steel  Partners  II,  L.P.,  a Delaware
            limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a
            Delaware limited  liability  company  ("Partners LLC") and Warren G.
            Lichtenstein.  Each of the  foregoing is referred to as a "Reporting
            Person" and collectively as the "Reporting Persons." Partners LLC is
            the general partner of Steel Partners II. The sole executive officer
            and managing member of Partners LLC is Warren G.  Lichtenstein,  who
            is Chairman of the Board, Chief Executive Officer and Secretary.  By
            virtue of his positions with Partners LLC and Steel Partners II, Mr.
            Lichtenstein  has the  power to vote  and  dispose  of the  Issuer's
            shares of Common Stock, $0.0001 par value (the "Common Stock") owned
            by Steel  Partners II and each of Partners LLC and Mr.  Lichtenstein
            may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act
            of 1934, as amended (the "Act"),  to be the beneficial owners of all
            shares of Common Stock held by Steel Partners II.

Item 2(b).  Address of Principal Business Office or, if none, Residence:

            The  principal  business  address  of the  Reporting  Persons is 590
            Madison Avenue, 32nd Floor, New York, New York 10022.

Item 2(c).  Citizenship:

            Steel  Partners II and Partners LLC are organized  under the laws of
            the State of Delaware.  Warren G.  Lichtenstein  is a citizen of the
            United States of America.

Item 2(d).  Title of Class of Securities:

            Common Stock, par value $0.0001 per share

Item 2(e).  CUSIP Number:

            71714G102

Item 3.     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:

            /X/   Not Applicable



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 6 of 11 Pages
- ----------------------                                    ----------------------


      (a)   / /  Broker or dealer  registered  under  Section  15 of the Act (15
                 U.S.C. 78o).

      (b)   / /  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)   / /  Insurance company as defined in Section 3(a)(19) of the Act (15
                 U.S.C. 78c).

      (d)   / /  Investment company registered under Section 8 of the Investment
                 Company Act of 1940 (15 U.S.C. 80a-8).

      (e)   / /  Investment     adviser    in     accordance     with    Section
                 240.13d-1(b)(1)(ii)(E).

      (f)   / /  Employee  benefit plan or  endowment  fund in  accordance  with
                 Section 240.13d-1(b)(1)(ii)(F).

      (g)   / /  Parent  holding  company or control  person in accordance  with
                 Section 240.13d-1(b)(1)(ii)(G).

      (h)   / /  Savings  association  as defined in Section 3(b) of the Federal
                 Deposit Insurance Act (12 U.S.C. 1813).

      (i)   / /  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).

      (j)   / /  Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4.     Ownership

      Steel Partners II

      (a)   Amount beneficially owned:

            1,076,681 shares of Common Stock*

            On August 2, 2007, the Reporting  Persons  acquired shares of Common
            Stock of the Issuer,  increasing  their ownership to 991,100 shares,
            or  above  5%  of  the   outstanding   shares  of  Common  Stock  to
            approximately  8.5% of the outstanding  shares of Common Stock based
            on 11,650,000 shares of Common Stock then  outstanding.  As a result
            of the Merger, Steel Partners II became entitled to receive up to an
            additional  85,581  shares of Common  Stock  (subject  to a one year
            lock-up)  pursuant to the Assignment  Agreement dated August 2, 2007
            by and among Steel Partners II and MPM Bioventures III-QP, L.P., MPM
            Bioventures  III-Parallel Fund, L.P., MPM Bioventures III-GMBH & Co.
            Beteiligungs  KG, MPM  Bioventures  III, L.P., MPM Asset  Management
            Investors 2004 BVII LLC, Healthcare Ventures VII, L.P., Bear Stearns
            Health  Innoventures   Employee  Fund,  L.P.,  Bear  Stearns  Health
            Innoventures Offshore, L.P., Bear Stearns Health Innoventures, L.P.,
            BSHI Members, L.L.C. and BX, L.P., increasing the Reporting Persons'
            ownership to 1,076,681 shares.  The number of shares of Common Stock
            that Steel Partners II is entitled to receive pursuant to the



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 7 of 11 Pages
- ----------------------                                    ----------------------


            Assignment  Agreement is subject to adjustment and Steel Partners II
            has been advised by the Issuer that it will  actually  receive fewer
            than 85,581 shares after  adjustment.  However,  for purposes of the
            calculations  included  in  this  statement,  we  have  assumed  the
            ownership by the Reporting  Persons of the maximum  number of shares
            of  Common  Stock to which  Steel  Partners  II may be  entitled  to
            receive pursuant to the Assignment Agreement.

            This statement does not include up to 226,206 shares of Common Stock
            issuable  to  Steel  Partners  II at a price  of  $.0001  per  share
            pursuant to a Purchase Option  Agreement dated August 2, 2007 by and
            among  Steel  Partners  II and  John  Pappajohn  ("JP"),  Derace  L.
            Schaffer  ("DLS"),  Matthew  P.  Kinley  (together  with his  heirs,
            successors,  or  assigns,  as  applicable  "MPK",  Edward B.  Berger
            ("EBB") and Wayne A.  Schellhammer  ("WAS")  together  with JP, DLS,
            MPK, and EBB, collectively  referred to as the "Sellers").  The term
            of the option  begins on the date that Common Stock placed in escrow
            by the Sellers in connection with the initial public offering of the
            Issuer is disbursed to the Sellers and expires one year thereafter.

      (b)   Percent of class:

            4.5% (based on 24,150,000  shares of Common Stock  outstanding as of
            August 3, 2007 as reported in the Issuer's  Form 8-K filed on August
            9, 2007).

      (c)   Number of shares as to which such person has:

      (i)   Sole power to vote or to direct the vote

            1,076,681 shares of  Common Stock*

      (ii)  Shared power to vote or to direct the vote

            0 shares of Common Stock

      (iii) Sole power to dispose or to direct the disposition of

            1,076,681 shares of Common Stock*

      (vi)  Shared power to dispose or to direct the disposition of

            0 shares of Common Stock

   *  By virtue of their  relationship  with Steel Partners II, each of Partners
      LLC and Mr.  Lichtenstein  may be deemed to beneficially own the 1,076,681
      shares of Common Stock of the Issuer held by Steel Partners II.

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  person has ceased to be the beneficial  owner of more
than five percent of the class of securities, check the following [X].

            In connection with the Merger,  the Issuer issued  12,500,000 shares
of Common Stock  resulting in an aggregate of 24,150,000  shares of Common Stock
outstanding.  Based  on  the  number  of  shares  of  Common  Stock  outstanding
immediately after the Merger,  the Reporting Persons currently  beneficially own
approximately  4.5%  of  the  outstanding  shares  and  have  ceased  to be  the
beneficial owners of more than 5% of the outstanding shares.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 8 of 11 Pages
- ----------------------                                    ----------------------


            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 A.

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.




- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 9 of 11 Pages
- ----------------------                                    ----------------------


                                    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.


Dated: August 15, 2007              STEEL PARTNERS II, L.P.

                                    By:   Steel Partners, L.L.C.,
                                          General Partner

                                    By: /s/ Lauren Isenman
                                        ----------------------------------------
                                          Lauren Isenman
                                          As Attorney In Fact for Warren G.
                                          Lichtenstein, Managing Member


                                    STEEL PARTNERS, L.L.C.

                                    By: /s/ Lauren Isenman
                                        ----------------------------------------
                                          Lauren Isenman
                                          as Attorney In Fact for Warren G.
                                          Lichtenstein, Managing Member


                                    /s/ Lauren Isenman
                                    --------------------------------------------
                                    LAUREN ISENMAN
                                    as Attorney In Fact for Warren G.
                                    Lichtenstein, Individually




- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 10 of 11 Pages
- ----------------------                                    ----------------------


                                    EXHIBIT A

                             JOINT FILING AGREEMENT

            The  undersigned  hereby  agree that the  Statement  on Schedule 13G
dated August 15, 2007 with respect to the shares of Common Stock of PharmAthene,
Inc.  and  any  further  amendments  thereto  executed  by  each  and any of the
undersigned shall be filed on behalf of each of the undersigned  pursuant to and
in accordance  with the  provisions  of Rule  13d-1(k)(1)  under the  Securities
Exchange Act of 1934, as amended.

Dated: August 15, 2007              STEEL PARTNERS II, L.P.

                                    By:   Steel Partners, L.L.C.,
                                          General Partner

                                    By: /s/ Lauren Isenman
                                        ----------------------------------------
                                          Lauren Isenman
                                          As Attorney In Fact for Warren G.
                                          Lichtenstein, Managing Member


                                    STEEL PARTNERS, L.L.C.

                                    By: /s/ Lauren Isenman
                                        ----------------------------------------
                                          Lauren Isenman
                                          as Attorney In Fact for Warren G.
                                          Lichtenstein, Managing Member


                                    /s/ Lauren Isenman
                                    --------------------------------------------
                                    LAUREN ISENMAN
                                    as Attorney In Fact for Warren G.
                                    Lichtenstein, Individually



- ----------------------                                    ----------------------
CUSIP No. 71714G102                   13G                    Page 11 of 11 Pages
- ----------------------                                    ----------------------


                                POWER OF ATTORNEY

      Know  all  by  these  presents,   that  each  of  the  undersigned  hereby
constitutes and appoints LAUREN ISENMAN signing singly,  the undersigned's  true
and lawful attorney-in-fact to:

      1. Execute for and on behalf of the undersigned all documents  relating to
the  business  of Steel  Partners  II, L.P.  including,  but not limited to, all
filings with the Securities and Exchange Commission,  any stock exchange and any
other  regulatory,  administrative  or  similar  authority,  and all  memoranda,
correspondence,  communications or the like,  except that such  attorney-in-fact
shall have no power to execute  any  document  that has the effect of creating a
financial  commitment or financial  obligation of Steel Partners II, L.P. or its
affiliates.

      2. Do and  perform  any and all acts for and on behalf of the  undersigned
that may be necessary  or  desirable to complete and execute any such  document,
complete and execute any amendment or amendments  thereto,  and timely file such
document with the appropriate authority.

      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 such
attorney-in-fact's 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  attorney-in-fact,  in
serving in such capacity at the request of the undersigned,  is not assuming any
of the  undersigned's  responsibilities  to comply with any rules or regulations
including federal securities laws.

      This  Power of  Attorney  shall  remain  in full  force and  effect  until
December 31, 2007 unless earlier  revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

      IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney to
be executed as of this 27th day of December, 2006.

STEEL PARTNERS II, L.P.             STEEL PARTNERS, L.L.C.

                                    By:  /s/ Warren G. Lichtenstein
                                        ----------------------------------------
By:   Steel Partners, L.L.C.             Warren G. Lichtenstein
      General Partner                    Managing Member

By:   /s/ Warren G. Lichtenstein    /s/ Warren G. Lichtenstein
    -----------------------------   --------------------------------------------
      Warren G. Lichtenstein        WARREN G. LICHTENSTEIN
      Managing Member


-----END PRIVACY-ENHANCED MESSAGE-----