8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): January 8, 2007

HAPC, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-51902	20-3341405
(State or other jurisdiction of incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

350 Madison Avenue

New York, New York 10017

(Address of Principal Executive Offices)(Zip Code)

(212) 418-5070

(Registrant’s telephone number, including area code)

Not Applicable

(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)

x 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 7.01 Regulation FD Disclosure

On October 4, 2006, HAPC, INC. (“HAPC”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC’) describing the transactions contemplated by a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of September 29, 2006, by and among HAPC, I-Flow Corporation (“I-Flow”), Iceland Acquisition Subsidiary, Inc., a wholly-owned subsidiary of HAPC (“Acquisition Sub”) and InfuSystem, Inc., a wholly-owned subsidiary of I-Flow (“InfuSystem”), pursuant to which Acquisition Sub will acquire all of the issued and outstanding capital stock of InfuSystem (the “Acquisition”) and subsequently merge with and into InfuSystem. InfuSystem will be the corporation surviving merger.

HAPC plans to hold presentations for certain of its stockholders to discuss the transactions contemplated by the Stock Purchase Agreement. At such presentations, the slide show presentation attached to this Current Report on Form 8-K as Exhibit 99.1 will be distributed to certain participants. The information contained in the slide show presentation shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

HAPC’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) requires that the Acquisition must be approved by the holders of a majority of the shares of HAPC common stock sold in HAPC’s April 2006 initial public offering (the “IPO”) that cast votes on the issue. The Acquisition cannot be completed if holders of 20% or more of the shares of HAPC common stock sold in the IPO vote against the Acquisition and, as permitted by the Certificate of Incorporation, demand that their shares be converted into the right to receive a pro rata portion of the net proceeds of the IPO held in a trust account established for this purpose at the time of the IPO.

In connection with the Acquisition and required stockholder approval, HAPC filed a preliminary proxy statement with the SEC on December 7, 2006. The final proxy statement will be filed with the SEC and mailed to the stockholders of HAPC. HAPC’s stockholders are urged to read the preliminary proxy statement in addition to the final proxy statement and other relevant materials when they become available as they will contain important information about the Acquisition of all of the issued and outstanding capital stock of InfuSystem. HAPC stockholders will be able to obtain a free copy of such filings at the SEC’s internet site (http://www.sec.gov). Copies of such filings can also be obtained, without charge, by directing a request to HAPC, INC., 350 Madison Avenue, New York, New York 10017, Tel: (212) 418-5070.

HAPC and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of HAPC in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the preliminary proxy statement and will be included in the final proxy statement described above.

Item 8.01 Other Events

The information set forth under Item 7.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Slide Show Presentation

Forward Looking Statements

This Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding whether the transaction will be completed and the expected timing of the closing. Readers are cautioned that these forward-looking statements involve certain risks and uncertainties. These risks and uncertainties, which could cause these forward-looking statements to not be realized, include: continuous infusion treatment protocol trends, including factors affecting supply and demand; labor and personnel relations; healthcare payor reimbursement risks affecting HAPC’s revenue and profitability; conditions in financial markets that impact HAPC’s ability to obtain capital to finance capital expenditures; changing interpretations of generally accepted accounting principles; and general economic conditions, as well as other relevant risks detailed in HAPC’s filings with the SEC, including the final prospectus relating to HAPC’S IPO. HAPC disclaims any obligation to update any information contained in any forward-looking statement.

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.

HAPC, INC.
By:	/s/ Pat LaVecchia
	Name:	Pat LaVecchia
	Title:	Secretary

Dated: January 8, 2007

EXHIBIT LIST

Exhibit No.	Description
99.1	Slide Show Presentation

EX-99.1

January 2007

Investor Presentation

Discussion of Proxy Materials

HAPC, Inc.

Exhibit 99.1

Disclosure

The attached presentation was filed with the Securities and Exchange Commission (“SEC”) as part of the Form 8-K

filed by HAPC, Inc. (“HAPC”) on January 8, 2007. HAPC is holding presentations for its stockholders regarding its

purchase of InfuSystem, Inc. (“InfuSystem”). A copy of the complete presentation is available at the SEC’s website

(http://www.sec.gov).  This presentation has been prepared solely by HAPC.  Neither

InfuSystem nor its affiliates

(including its parent, I-Flow Corporation) have approved or are responsible for the presentation information.

HAPC and its directors, executive officers, affiliates may be deemed to be participants in the solicitation of proxies for

the special meeting of HAPC’s stockholders to be held to approve this transaction. The directors and officers of

HAPC have interests in the merger, some of which may differ from, or may be in addition to those of the respective

stockholders of HAPC generally.

Stockholders of HAPC and other interested persons are advised to

read, when

available, HAPC’s proxy statement in connection with HAPC’s solicitation of proxies for the special meeting to

approve the acquisition because this proxy statement will contain important information. Such persons can also

read HAPC’s periodic reports filed with the SEC, for more information about HAPC, its officers and directors, and

their interests in the successful consummation of this business combination. Information about the directors and

officers of InfuSystem as well as updated information about the directors and officers of HAPC will be included in

the definitive proxy statement. The definitive proxy statement will be mailed to stockholders as of a record date to

be established for the purpose of convening a special meeting to

vote on this transaction. Stockholders and other

interested persons will also be able to obtain a copy of the definitive proxy statement, and other periodic reports

filed with the SEC, without charge, by visiting the SEC’s Internet site at (http://www.sec.gov).

Safe harbor

This

presentation

may

contain

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995,

about

HAPC,

InfuSystem

and

their

combined

business

after

completion

of

the

proposed

transaction.

Forward-looking

statements

are

statements

that

are

not

historical

facts.

Such

forward-looking

statements,

based

upon

the

current

beliefs

and

expectations

of

HAPC’s

management,

are

subject

to

risks

and

uncertainties,

which

could

cause

actual

results

to

differ

from

the

forward-looking

statements.

The

following

factors,

among

others,

could

cause

actual

results

to

differ

from

those

set

forth

in

the

forward-looking

statements:

continuous

infusion

treatment

protocol

trends,

including

factors

affecting

supply

and

demand;

labor

and

personnel

relations;

healthcare

payor

reimbursement

risks

affecting

HAPC’s

revenue

and

profitability;

conditions

in

financial

markets

that

impact

HAPC’s

ability

to

obtain

capital

to

finance

capital

expenditures;

changing

interpretations

of

generally

accepted

accounting

principles;

and

general

economic

conditions,

as

well

as

other

relevant

risks

detailed

in

HAPC’s

filings

with

the

SEC,

including

the

final

prospectus

relating

to

HAPC’s

IPO

dated

April

11,

2006.

The

information

set

forth

herein

should

be

read

in

light

of

such

risks.

HAPC

assumes

any

obligation

to

update

information

contained

in

this

presentation.

This

presentation

contains

disclosures

of

EBITDA

for

certain

periods,

which

may

be

deemed

to

be

non-GAAP

financial

measures

within

the

meaning

of

Regulation

G

promulgated

by

the

SEC.

Management

of

HAPC

believes

that

EBITDA,

or

earnings

before

interest,

taxes,

depreciation

and

amortization

are

appropriate

measures

of

evaluating

operating

performance

and

liquidity,

because

they

reflect

the

resources

available

for

strategic

opportunities

including,

among

others,

investments

in

the

business

and

strategic

acquisitions.

The

disclosure

of

EBITDA

may

not

be

comparable

to

similarly

titled

measures

reported

by

other

companies.

EBITDA

should

be

considered

in

addition

to,

and

not

as

a

substitute

for,

or

superior

to,

operating

income,

cash

flows,

revenue,

or

other

measures

of

financial

performance

prepared

in

accordance

with

generally

accepted

accounting

principles.

A

reconciliation

of

EBITDA

to

Net

Income

is

included

on

the

‘EBITDA

Reconciliation’

page

of

this

presentation.

Acquisition details

Buyer:

HAPC, Inc. (OTCBB: HAPN, HAPNW, HAPNU)

Target:

InfuSystem, Inc., a leading provider of ambulatory pumps and services to

medical oncologists and their patients in the United States

Seller:

I-Flow Corporation (NASDAQ: IFLO)

Consideration:

$140 million

1

(subject to certain working capital adjustments as set forth

in the Stock Purchase Agreement)

Anticipated closing:

First quarter of 2007

1

The purchase price will be paid by HAPC in cash or a combination of (i) a secured promissory note (the “Promissory Note”) payable to I-Flow in a principal amount equal to $55

million plus the amount actually paid to HAPC’s stockholders who exercise their conversion rights but not to exceed $75 million (the “Maximum Amount”) and (ii) an amount of

cash purchase price equal to $65 million plus the difference between the Maximum Amount and the actual principal amount of the Promissory Note.

The board of directors recommends a vote FOR each of the following proposals

Proxy proposals for shareholder vote

Proposal 1: The Acquisition

To

approve

the

acquisition

by

Acquisition

Sub

of

all

of

the

issued

and

outstanding

capital

stock

of

InfuSystem

pursuant

to

the

Stock

Purchase

Agreement,

dated

as

of

September

29,

2006,

by

and

among

I-Flow,

InfuSystem,

HAPC

and

Acquisition

Sub

Proposal 2: The Stock Incentive Plan Proposal

To approve the adoption of the HAPC 2006 Stock Incentive Plan pursuant to which HAPC will

reserve up to 2,000,000 shares of common stock for issuance pursuant to the Plan

Proposal 3: The Amendment to the Certificate of Incorporation Proposal

To

approve

an

amendment

to

HAPC’s

amended

and

restated

certificate

of

incorporation

to

change

HAPC’s

name

from

“HAPC,

INC.”

to

“InfuSystem

Holdings,

Inc.”

History of Acquisition

InfuSystem Acquisition Timeline and Future Events

09/29/06

HAPC and I-Flow enter into a stock purchase agreement for all of the issued

and

outstanding capital stock of InfuSystem, Inc.

-

HAPC will pay I-Flow an aggregate of $140 million, subject to certain working capital adjustments

-

Consideration will be paid in a combination of cash and a secured promissory note, which will

range from $55 to $75 mm depending on the % of HAPC stockholders

who oppose the acquisition

12/07/06

HAPC files preliminary proxy statement regarding the vote on the

potential InfuSystem acquisition,

adoption of a management stock incentive plan, and a change of name proposal

Future Steps

Proxy Vote:

After final proxy statement is distributed, HAPC’s investors vote on acquisition. 

-

Assuming more than 50% of the votes cast in response to the proxy approve the merger and no

more than 20% vote against the merger, the acquisition will be approved

Approval:

InfuSystem becomes a wholly owned subsidiary of HAPC

InfuSystem Overview

Subsidiary of I-Flow (NASDAQ: IFLO)

The leading provider of ambulatory infusion pumps for oncologists and their patients in the

US.  Its pumps are currently used primarily for the continuous infusion (CI) of

chemotherapy drugs for patients with colorectal cancer. InfuSystem intends to expand to

other cancer treatment areas.

Simplifies the continuous infusion process: InfuSystem supplies the equipment (pumps and

related disposables supplies) to physicians and their patients while handling the billing and

collection directly from the patients’

insurers

InfuSystem has numerous advantages when compared to other CI providers, namely

-

It can purchase and lease pumps in bulk, thereby reducing its cost in comparison to competitors

-

It provides a 24-hour staffed nurse hotline to patients using Infu products

-

It

performs

billing

and

administrative

tasks

associated

with

the

pumps

for

physicians

-

It is the nation’s largest CI company with 60% penetration into oncology offices

Advantages of Continuous Infusion

CI allows for gradual administration of a drug via a small pump over two to seven

days as opposed to the traditional higher dose chemo treatments (bolus treatments)

given over the course of minutes or hours.

-

CI is an improvement in both efficacy and comfort for patients and is quickly becoming the

preferred treatment

-

CI benefits payors because it is generally less expensive than hospitalization or home care

-

In 2004 two major drug companies released drugs used in combination with CI.  They have

been marketing the products and increasing physician knowledge and prescriptions of CI

treatment

-

In

2003,

Medicare

reimbursement

laws

changed

so

that

drug

payments

were

decreased

and

payments

for

services

to

physicians

increased.

CI

requires

multiple

services

from

oncologist,

more

so

than

traditional

treatments

and

oral

chemotherapy.

This

provides

an

economic

incentive

for

physicians

to

utilize

CI.

-

Currently over 120 drug therapy clinical trials involving CI are

being carried out

Management team after successful completion of

acquisition

Steve Watkins, CEO

-

One of the founders of InfuSystem; started the company in 1986

-

Former VP of Aventric Medical, Inc., a Midwest distributor of high tech equipment

Erin Enright, Acting CFO

-

CEO of Lee Medical, a medical products company

-

Formerly served as Managing Director in Citigroup’s Equity Capital Markets group

Jan Skonieczny, VP of Operations

-

Vice President of Operations for InfuSystem for 17 years

-

Previously served as office manager for Aventric Medical, Inc.; was promoted to her current

position after I-Flow acquired the Company

Tony Norkus, VP of Sales

-

Vice President of Sales for InfuSystem since 1998

-

Served as VP of international and domestic sales for all equipment lines at I-Flow

Tom Bryniarski, Director of Eastern Sales

-

Oversees all sales east of the Mississippi River since 2003

Investment highlights

Leader in growing market

Unique business model

-

Compelling value proposition

-

Competitive advantages

Strong relationships with physician offices and payors

Opportunity to expand to other cancer treatments

Strong growth and profit margins

Leader in growing market

148,610

1

estimated new cases of colorectal cancer (“CRC”) in the U.S. in 2006

Introduction of CRC treatment protocols FOLFOX (Sanofi) and FOLFIRI (Pfizer) in

2004

Continuous infusion regimens are achieving increased acceptance and are becoming a

market standard chemotherapy for CRC

Opportunity to enter growing markets for continuous infusion treatments for lung,

gastric, breast, leukemia, non-Hodgkins lymphoma, and other cancers

1

American Cancer Society

Representative growth of continuous infusion

Source: Arrowhead Publishers, 2006

$-

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

$2,000

2000

2001

2002

2003

2004

2005

Increasing usage of FOLFOX protocol

Sales of Eloxatin (Oxaliplatin)

utilized in FOLFOX protocol with 5-FU and leucovorin

$130

$194

$368

$932

$1,517

$1,750

$ in millions

Compelling value proposition

Physicians

Patients

Payors

Professional service fees

Better patient outcomes

Continues relationship with

patient

Less administrative demands

Lower costs

Better patient

outcomes

Continuity of care

Reduces side effects

Comfort and convenience

Lower cost

Competitive Advantages

Regional DME Providers

No significant scale

Limited pump selection

Limited insurance

contracts

Hospital

Other hospitals unlikely

to support competing

hospitals

Limited capital budgets

Home care

Takes revenue from

physician office

More costly for patients

and payors

Less convenient for

patients

Physician owned DME

More time intensive and

costly for physicians

Biomed

On-call

InfuSystem is a leading national provider

of ambulatory infusion pump services for

the oncology specialty

Services approximately 60% of oncology

physician offices and hospital infusion

centers

Strong relationships with physician offices and payors

Relationships with approximately 60% of oncology practices

-

Opportunity to penetrate deeper within practices (more physicians) and expand

product offerings

Contracts covering approximately 65% of managed care “lives”

-

Include Aetna, PacifiCare, Humana and others

Expansion opportunities

Extend continuous infusion therapies to other cancers

-

Liver and esophageal cancer are growing parts of InfuSystem’s business

-

Recent drug approvals for lung, gastric, breast, leukemia, non-Hodgkins lymphoma, and other

cancers

-

Several new drugs in development

Potential distribution of other products through established medical oncologist

relationships

Opportunity to provide oncological drugs directly to physicians along with pumps

Untapped international market for continuous infusion treatments

InfuSystem Historical Revenue Performance

$-

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

2001

2002

2003

2004

2005

22.4% CAGR

$10,363

$10,292

$13,022

$19,349

$28,525

$, thousands

InfuSystem Operating Income Performance

$-

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

$9,000

2001

2002

2003

2004

2005

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

32.0% CAGR

$, thousands

Operating Income

Margin

$2,081

$2,211

$1,899

$4,652

$8,081

19.5%

21.5%

14.6%

24.0%

28.3%

InfuSystem Financial Performance

Year End

9 Months Ending

LTM Period

USD's in millions

12/31/2005

9/30/2005

9/30/2006

9/30/2006

Revenues

28.5

$       

21.4

$     

23.5

$     

30.6

$      

Cost of Sales

7.7

5.7

6.3

8.3

Gross Profit

20.8

15.7

17.2

22.3

Gross Margin

72.9%

73.3%

73.3%

72.9%

Sales and Marketing

4.3

3.2

2.7

3.8

General and Administrative

8.4

5.9

8.2

10.7

Total Operating Costs

12.7

9.1

11.0

14.6

Operating Income

8.1

6.6

6.3

7.7

Operating Income Margin

28.3%

30.9%

26.6%

25.2%

Interest Expense

0.1

0.0

0.1

0.1

Income Before Taxes

8.0

6.6

6.2

7.6

Income Tax Provision

2.9

2.4

2.2

2.8

Net Income

5.1

$       

4.2

$      

3.9

$      

4.8

$       

Net Income Margin

17.9%

19.7%

16.7%

15.7%

D&A

3.3

2.4

2.7

3.7

EBITDA

11.3

$     

9.0

$      

9.0

$      

11.4

$     

Stock Based Comp

1.1

0.3

0.2

1.0

Michigan Sales & Use Tax Accrual

0.2

0.1

0.2

0.2

ProForma Revenue from Transition Services Agreement

0.6

0.4

0.8

1.0

ProForma EBITDA

13.2

$     

9.8

$      

10.1

$   

13.5

$     

EBITDA Reconciliation

Year End

9 Months Ending

LTM Period

USD's in millions

12/31/2005

9/30/2005

9/30/2006

9/30/2006

Net Income

5.1

$       

4.2

$      

3.9

$      

4.8

$       

plus: Interest Expense

0.1

0.0

0.1

0.1

plus: Income Tax Provision

2.9

2.4

2.2

2.8

plus: D&A

3.3

2.4

2.7

3.7

EBITDA

11.3

$     

9.0

$      

9.0

$      

11.4

$     

plus: Stock Based Comp

1.1

0.3

0.2

1.0

plus: Michigan Sales & Use Tax Accrual

0.2

0.1

0.2

0.2

plus: ProForma Revenue from Transition Services Agreement

0.6

0.4

0.8

1.0

ProForma EBITDA

13.2

$     

9.8

$      

10.1

$   

13.5

$