SEC Comment Letter for Altimmune, Inc. (ALT) (CIK 0001326190) (ALT) — Mar 21, 2007
Altimmune, Inc. (ALT) (CIK 0001326190)
Date: March 21, 2007 · CIK: 0001326190 · Accession: 0000000000-07-014347
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 May 20, 2007 Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp 2116 Financial Center 666 Walnut Street Des Moines, Iowa 50309
Re: Healthcare Acquisition Corp Preliminary Proxy Statement Filed on February 9, 2007 File No. 1-32587
Dear Mr. Pappajohn:
We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note the disclosure in the first risk factor on page 38 that your board did not determine a specific value fo r the target. Please revi se your letter and notice to
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 2 stockholders and summary section to highlight this fact. Further, in the appropriate section, please revise to clarify how such conduct is consiste nt with the disclosure in your IPO prospectus. Clarify how the board de termined the merger to be fair, without determining the value of the target.
2. We note the boldfaced disclosure in the forepa rt that shareholders must present their physical stock certificate on the business day pr ior to the date of the special meeting. On page 48, you disclose that shareholders “will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender” the certificate to you. The noted disclosures are not consistent. Please revise to reconcile your disclosure.
3. We note the disclosure that te ndering of the physical stock ce rtificate, please revise to clarify how shareholders will vote such shares in the special meeting if they no longer hold such shares, in street name or otherwise.
4. In connection with comment two, please revise to disclose the rationale for requiring the tendering before the meeting when the convers ion is predicated on the merger getting approved, which may not occur.
5. In connection with comment two, please revi se in appropriate lo cations to clearly disclose the minimum amount of time that w ill provided to shareholders to tender their shares for the conversion rights. Clarify if shareholders who tender their shares are still entitled to attend the meeting.
6. In your disclosure discussing the conversion of shares, please revise to provide a step by step procedure, including the timing of the tendering of shares.
7. In the appropriate sections, please revise to clearly discuss the costs associated with obtaining physical possession of the stock ce rtificates by shareholders who hold their shares in street name. If po ssible, in the appropriate sec tion, please revise to disclose the percentage of your shares th at are held in street name.
Proxy Card
8. Please revise to highlight the entire senten ce which indicates “If no direction is made, this proxy will be voted “FOR” Proposals 1, 2 and 3.
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 3 Notice of Special Meeting of Stockholders
9. In the second paragraph af ter the caption “your vote is important,” we note the disclosure that you will not have sufficient time or resour ces to find another target should this one fail. We also note the di sclosure here and elsewhere that you will commence the winding up, dissolution and liquida tion “in accordance with the terms” of your certificate of inco rporation and the trust agreement. Instead, please revise to disclose the actual amount of time you will wait after a failure to approve the merger has taken place to initiate the winding up, di ssolution and liquidation of your company.
10. Also here and in the appropriate section, please revise to clarif y what actions you will take if a vote for di ssolution is rejected.
Summary of the Material Terms of the Merger, page 1
11. Please revise to disclose the exchange ratio of your securities to those of the target.
Questions and Answers, page 2
12. In question and answer 15 on page 5, we note that a “portion of the proceeds” will be used to “finance the merger.” Please revise to clarify if that means cash will be used as consideration for the merger or if it is just being used to pay expenses.
13. We note the disclosure at the bottom of page five that you did not obtain a valuation or fairness opinion. Please revise to include a que stion and answer to cl arify the value that your officers and directors assigned to the target and not just the fact that it exceeds 80% of your net assets.
14. We note the inclusion of the public warra nts to determine the 36.7% amount of aggregate ownership by PharmAthene security holders. Since you have included the public warrants, please disclose the owne rship percentages taking into account the possible conversion of the convertible notes.
15. Please revise to quantify the amount of cash th at will be issued in lieu of fractional shares when answering the second question on page six.
16. In answering question 25, please revise to break down the post merger management group to highlight who is currently asso ciated with you and with the target.
17. In response to question 26, please revise th e answer to quantify your current outstanding liabilities and indicate the amount of thos e that are covered and not covered by waivers.
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 4
Summary of the Proxy Statement, page 9
18. We note your statement that HAQ was formed to acquire “a business whose net assets are at least 80% of the net assets of HAQ.” Your Form S-1 stat ed that the business combination must be for assets or with a ta rget business whose fair market value is at least equal to 80% of our net assets at the time of such ac quisition. Please revise as appropriate.
19. Please revise to define your use of th e term “commercial stage” on page nine.
20. Please revise to clarify here that PharmAth ene has incurred losse s since inception, if true.
21. Based on the disclosure on page 10 about the possible upward adjustment due to conversions, please revise to disclose the maximum possible upward adjustment so that investors can understand the full possible exte nt of the dilution they could experience.
22. On page 10, we note that the preferred securities of the target will be terminated. Please revise to clarify if the holders of such secu rities will receive anything in exchange due to the terminations.
23. We note the disclosure on page 12 that holders of PharmAthene common stock may be entitled to dissenter’s or appraisal rights, however 80% of the outstanding common stock has voted in favor of the merger. In the appropriate secti on, please revise to clarify if PharmAthene’ security holders have dissenter’s or apprai sal rights. Also, in the appropriate section, please revise to clarify if the Ph armAthene security holders voted or consented to the merger. Did the target hold a stockholders’ meeting?
24. In disclosing the interest of your directors and officers in the merger throughout this document, please revise to quantify the financia l interest they have in this transaction. Quantify the total price they paid for their sh ares and the market price of such shares. Also, disclose the total warra nts purchased and the paid and current price of such warrants. If there are any arrangements cont emplated for your initial shareholders to act as consultants or any other role, please disclose also.
25. We note that the beneficial ownership ta ble on page 13 does not include common stock issuable upon the exercise of warrants when the warrants are exercisable upon the consummation of the business combination. Advise us of the legal basis why the warrants are not included in the beneficial ownership table.
26. Please revise to indicate the control pers ons for Sapling, LLC and Fir Tree Recovery Master Fund, LP.
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 5 27. Please fill in the table at the top of page 15.
28. Please revise to fill in the percentage bla nks under the caption “interest of PharmAthene directors and officers in the merger” on page 15.
Selected Historical Fina ncial Information, page 19
29. Revise your table of operati ng results included at page 19 to indicate PharmAthene’s results for the nine months ended September 30, 2006 are unaudited.
Market Price Information, page 23
30. On this page, please revise to highlight the current market price and how it compares to the conversion price.
Risk Factors, page 24
31. As they are currently written, your risk factor subheadings only highlight facts and not the risks associated with the materialization of the facts. Please re vise your subheadings to highlight the risk and harm to be suffe red should the disclosed facts materialize.
32. Please revise risk factor two to briefly discuss the risk you are attempting to convey and include more detailed disclosure later in the document if material.
33. Risk factors six and seven appear to address the same risk. Please revise to clarify how they are separate risks.
34. Risk factor five addressing the expensive and uncertain development process appears very similar to risk factor nine addressing delays in clinical trials and development cost. Please revise to clarify how they are separate risks.
35. Risk factor 15, the risk associat ed with retention of personnel, appears to be a risk that affects companies in and outside of your indus try. Please revise to clarify how the risk is specific to you.
36. Risk factor 16, the risk associated with “managing growth” is a risk that affects companies in and outside of your industry. In addition the risk factor appears generic. Please revise to clarify how the risk is specific to you.
37. In risk factor 17, please revi se to disclose the number of patents you rely upon and the ownership of such patents.
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 6
38. Your risk factors 17 and 19 app ear to address similar risks. Please revise to combine the relevant portions of these fact ors into a single risk factor.
39. The risk factors need to be set forth in the order of materiality. In this regard, you must more prominently disclose that there was no independent valuation of PharmAthene undertaken in connectio n with the Merger.
40. In the risk factor on page 39, please revise to quantify the total amount of liabilities outstanding. Also identify the entities which have not waived their rights, interests or claims to the funds held in the trust account.
The HAQ Special Meeting of Stockholders, page 45
41. We note your statement that “the HAQ Board of Directors … has determined that the consideration to be paid by HAQ in connect ion with the Merger is fair … from a financial point of view and the fair market value of PharmAthene is equal to or greater than 80% of the value of th e net assets of HAQ.” We also note your statement that HAQ did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement. Revise to specifica lly address how the Board of Director of HAQ determined that the consideration was fair from a financial point of view when it did not determine a specific valuation of Phar mAthene when it entered into the merger agreement. We may have further comment.
Solicitation Costs, page 48
42. We note that directors and officers of H ealthcare Acquisition may call or personally solicit proxies from the stockholde rs. You must file any script s, outlines, instructions or other written materials you will furnish to individuals soliciting proxies. You must also file materials furnished to assist in the answ ering of stockholder inquir ies. Refer to Rule 14a-6(c) of Regulation 14A.
The Merger Proposal, page 50
43. Briefly indicate the amount of additional shares which maybe issued if the maximum numbers of shareholders exer cise their conversion rights.
Background of the Merger, page 50
44. Please revise to address the criteria used in your search for target companies.
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 7 45. Please indicate the time frame of your di scussions with the 10 potential target companies. Revise to provide a detailed time line concerning Healthcare’s contacts with prospective targets.
46. Please revise to address in more detail the ne gotiations with the target that resulted in a signed letter of intent. Briefly describe th e business conducted by the target that signed the letter of intent. Address the reasons w hy an agreement with that target was not reached.
47. Briefly describe the business c onducted by SIGA Acquisition Corp.
48. Revise to address the reasons why the merger agreement was terminated by SIGA Acquisition Corp.
49. Please revise to disclose the purchase pric e Siga was going to pay for PharmAthene and compare it to the consideration to be offered in this transaction.
50. We note that counsel to PharmAthene serv es as counsel to a company on which John Pappajohn and Derace Schaffer, MD serv e as directors and of which Wayne Schellhammer is President and CEO. Please revise to clarify whether there were any discussions between counsel to PharmAth ene and John Pappajohn, Derace Schaffer or Wayne Schellhammer prior to October 5, 2006 concerning the acquisition of PharmAthene by Healthcare Acquisition.
51. Describe, in greater detail , discussions during the peri od between October 5, 2006 and January 16, 2007. Discuss each meeting in de tail. Describe the substance of all material discussions.
52. In this section, please revise to highli ght the 18 month deadline by which you were required to at least locate a target.
53. Discuss the negotiations of the merger in greater deta il. Clarify how the final consideration was determined. Discuss wh ether any valuation of PharmAthene was conducted prior to or during the merger negotia tions. Indicate whet her any valuation of PharmAthene was presented to the Healthcare board of directors prior to their approval of the merger on January 16, 2007. Discu ss whether and/or how The Maxim Group participated in determining the consideration to be paid to PharmAthene.
54. Please clarify when The Maxim Group was retained to assist on the merger transaction. Indicate the services performed by The Maxim Group in connection with the merger negotiations. 55. Any presentations or reports prepared by ma nagement or The Maxim Group, prior to the board’s determination on January 16, 2007 to approve the merger, should be described
Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 8 in reasonable detail, by date, indicating th e nature of the presentation, information presented, recommendations and conclusions . Any materials, including reports, analyses, projections, talking pa pers and similar items which were prepared or presented at the board meetings should be supplementa lly provided to the staff. The disclosure should not be conclusory and should
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Mail Stop 3561 May 20, 2007 Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp 2116 Financial Center 666 Walnut Street Des Moines, Iowa 50309 Re: Healthcare Acquisition Corp Preliminary Proxy Statement Filed on February 9, 2007 File No. 1-32587 Dear Mr. Pappajohn: We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. General 1. We note the disclosure in the first risk factor on page 38 that your board did not determine a specific value fo r the target. Please revi se your letter and notice to Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 2 stockholders and summary section to highlight this fact. Further, in the appropriate section, please revise to clarify how such conduct is consiste nt with the disclosure in your IPO prospectus. Clarify how the board de termined the merger to be fair, without determining the value of the target. 2. We note the boldfaced disclosure in the forepa rt that shareholders must present their physical stock certificate on the business day pr ior to the date of the special meeting. On page 48, you disclose that shareholders “will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the merger and then tender” the certificate to you. The noted disclosures are not consistent. Please revise to reconcile your disclosure. 3. We note the disclosure that te ndering of the physical stock ce rtificate, please revise to clarify how shareholders will vote such shares in the special meeting if they no longer hold such shares, in street name or otherwise. 4. In connection with comment two, please revise to disclose the rationale for requiring the tendering before the meeting when the convers ion is predicated on the merger getting approved, which may not occur. 5. In connection with comment two, please revi se in appropriate lo cations to clearly disclose the minimum amount of time that w ill provided to shareholders to tender their shares for the conversion rights. Clarify if shareholders who tender their shares are still entitled to attend the meeting. 6. In your disclosure discussing the conversion of shares, please revise to provide a step by step procedure, including the timing of the tendering of shares. 7. In the appropriate sections, please revise to clearly discuss the costs associated with obtaining physical possession of the stock ce rtificates by shareholders who hold their shares in street name. If po ssible, in the appropriate sec tion, please revise to disclose the percentage of your shares th at are held in street name. Proxy Card 8. Please revise to highlight the entire senten ce which indicates “If no direction is made, this proxy will be voted “FOR” Proposals 1, 2 and 3. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 3 Notice of Special Meeting of Stockholders 9. In the second paragraph af ter the caption “your vote is important,” we note the disclosure that you will not have sufficient time or resour ces to find another target should this one fail. We also note the di sclosure here and elsewhere that you will commence the winding up, dissolution and liquida tion “in accordance with the terms” of your certificate of inco rporation and the trust agreement. Instead, please revise to disclose the actual amount of time you will wait after a failure to approve the merger has taken place to initiate the winding up, di ssolution and liquidation of your company. 10. Also here and in the appropriate section, please revise to clarif y what actions you will take if a vote for di ssolution is rejected. Summary of the Material Terms of the Merger, page 1 11. Please revise to disclose the exchange ratio of your securities to those of the target. Questions and Answers, page 2 12. In question and answer 15 on page 5, we note that a “portion of the proceeds” will be used to “finance the merger.” Please revise to clarify if that means cash will be used as consideration for the merger or if it is just being used to pay expenses. 13. We note the disclosure at the bottom of page five that you did not obtain a valuation or fairness opinion. Please revise to include a que stion and answer to cl arify the value that your officers and directors assigned to the target and not just the fact that it exceeds 80% of your net assets. 14. We note the inclusion of the public warra nts to determine the 36.7% amount of aggregate ownership by PharmAthene security holders. Since you have included the public warrants, please disclose the owne rship percentages taking into account the possible conversion of the convertible notes. 15. Please revise to quantify the amount of cash th at will be issued in lieu of fractional shares when answering the second question on page six. 16. In answering question 25, please revise to break down the post merger management group to highlight who is currently asso ciated with you and with the target. 17. In response to question 26, please revise th e answer to quantify your current outstanding liabilities and indicate the amount of thos e that are covered and not covered by waivers. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 4 Summary of the Proxy Statement, page 9 18. We note your statement that HAQ was formed to acquire “a business whose net assets are at least 80% of the net assets of HAQ.” Your Form S-1 stat ed that the business combination must be for assets or with a ta rget business whose fair market value is at least equal to 80% of our net assets at the time of such ac quisition. Please revise as appropriate. 19. Please revise to define your use of th e term “commercial stage” on page nine. 20. Please revise to clarify here that PharmAth ene has incurred losse s since inception, if true. 21. Based on the disclosure on page 10 about the possible upward adjustment due to conversions, please revise to disclose the maximum possible upward adjustment so that investors can understand the full possible exte nt of the dilution they could experience. 22. On page 10, we note that the preferred securities of the target will be terminated. Please revise to clarify if the holders of such secu rities will receive anything in exchange due to the terminations. 23. We note the disclosure on page 12 that holders of PharmAthene common stock may be entitled to dissenter’s or appraisal rights, however 80% of the outstanding common stock has voted in favor of the merger. In the appropriate secti on, please revise to clarify if PharmAthene’ security holders have dissenter’s or apprai sal rights. Also, in the appropriate section, please revise to clarify if the Ph armAthene security holders voted or consented to the merger. Did the target hold a stockholders’ meeting? 24. In disclosing the interest of your directors and officers in the merger throughout this document, please revise to quantify the financia l interest they have in this transaction. Quantify the total price they paid for their sh ares and the market price of such shares. Also, disclose the total warra nts purchased and the paid and current price of such warrants. If there are any arrangements cont emplated for your initial shareholders to act as consultants or any other role, please disclose also. 25. We note that the beneficial ownership ta ble on page 13 does not include common stock issuable upon the exercise of warrants when the warrants are exercisable upon the consummation of the business combination. Advise us of the legal basis why the warrants are not included in the beneficial ownership table. 26. Please revise to indicate the control pers ons for Sapling, LLC and Fir Tree Recovery Master Fund, LP. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 5 27. Please fill in the table at the top of page 15. 28. Please revise to fill in the percentage bla nks under the caption “interest of PharmAthene directors and officers in the merger” on page 15. Selected Historical Fina ncial Information, page 19 29. Revise your table of operati ng results included at page 19 to indicate PharmAthene’s results for the nine months ended September 30, 2006 are unaudited. Market Price Information, page 23 30. On this page, please revise to highlight the current market price and how it compares to the conversion price. Risk Factors, page 24 31. As they are currently written, your risk factor subheadings only highlight facts and not the risks associated with the materialization of the facts. Please re vise your subheadings to highlight the risk and harm to be suffe red should the disclosed facts materialize. 32. Please revise risk factor two to briefly discuss the risk you are attempting to convey and include more detailed disclosure later in the document if material. 33. Risk factors six and seven appear to address the same risk. Please revise to clarify how they are separate risks. 34. Risk factor five addressing the expensive and uncertain development process appears very similar to risk factor nine addressing delays in clinical trials and development cost. Please revise to clarify how they are separate risks. 35. Risk factor 15, the risk associat ed with retention of personnel, appears to be a risk that affects companies in and outside of your indus try. Please revise to clarify how the risk is specific to you. 36. Risk factor 16, the risk associated with “managing growth” is a risk that affects companies in and outside of your industry. In addition the risk factor appears generic. Please revise to clarify how the risk is specific to you. 37. In risk factor 17, please revi se to disclose the number of patents you rely upon and the ownership of such patents. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 6 38. Your risk factors 17 and 19 app ear to address similar risks. Please revise to combine the relevant portions of these fact ors into a single risk factor. 39. The risk factors need to be set forth in the order of materiality. In this regard, you must more prominently disclose that there was no independent valuation of PharmAthene undertaken in connectio n with the Merger. 40. In the risk factor on page 39, please revise to quantify the total amount of liabilities outstanding. Also identify the entities which have not waived their rights, interests or claims to the funds held in the trust account. The HAQ Special Meeting of Stockholders, page 45 41. We note your statement that “the HAQ Board of Directors … has determined that the consideration to be paid by HAQ in connect ion with the Merger is fair … from a financial point of view and the fair market value of PharmAthene is equal to or greater than 80% of the value of th e net assets of HAQ.” We also note your statement that HAQ did not determine a specific valuation of PharmAthene at the time it entered into the merger agreement. Revise to specifica lly address how the Board of Director of HAQ determined that the consideration was fair from a financial point of view when it did not determine a specific valuation of Phar mAthene when it entered into the merger agreement. We may have further comment. Solicitation Costs, page 48 42. We note that directors and officers of H ealthcare Acquisition may call or personally solicit proxies from the stockholde rs. You must file any script s, outlines, instructions or other written materials you will furnish to individuals soliciting proxies. You must also file materials furnished to assist in the answ ering of stockholder inquir ies. Refer to Rule 14a-6(c) of Regulation 14A. The Merger Proposal, page 50 43. Briefly indicate the amount of additional shares which maybe issued if the maximum numbers of shareholders exer cise their conversion rights. Background of the Merger, page 50 44. Please revise to address the criteria used in your search for target companies. Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 7 45. Please indicate the time frame of your di scussions with the 10 potential target companies. Revise to provide a detailed time line concerning Healthcare’s contacts with prospective targets. 46. Please revise to address in more detail the ne gotiations with the target that resulted in a signed letter of intent. Briefly describe th e business conducted by the target that signed the letter of intent. Address the reasons w hy an agreement with that target was not reached. 47. Briefly describe the business c onducted by SIGA Acquisition Corp. 48. Revise to address the reasons why the merger agreement was terminated by SIGA Acquisition Corp. 49. Please revise to disclose the purchase pric e Siga was going to pay for PharmAthene and compare it to the consideration to be offered in this transaction. 50. We note that counsel to PharmAthene serv es as counsel to a company on which John Pappajohn and Derace Schaffer, MD serv e as directors and of which Wayne Schellhammer is President and CEO. Please revise to clarify whether there were any discussions between counsel to PharmAth ene and John Pappajohn, Derace Schaffer or Wayne Schellhammer prior to October 5, 2006 concerning the acquisition of PharmAthene by Healthcare Acquisition. 51. Describe, in greater detail , discussions during the peri od between October 5, 2006 and January 16, 2007. Discuss each meeting in de tail. Describe the substance of all material discussions. 52. In this section, please revise to highli ght the 18 month deadline by which you were required to at least locate a target. 53. Discuss the negotiations of the merger in greater deta il. Clarify how the final consideration was determined. Discuss wh ether any valuation of PharmAthene was conducted prior to or during the merger negotia tions. Indicate whet her any valuation of PharmAthene was presented to the Healthcare board of directors prior to their approval of the merger on January 16, 2007. Discu ss whether and/or how The Maxim Group participated in determining the consideration to be paid to PharmAthene. 54. Please clarify when The Maxim Group was retained to assist on the merger transaction. Indicate the services performed by The Maxim Group in connection with the merger negotiations. 55. Any presentations or reports prepared by ma nagement or The Maxim Group, prior to the board’s determination on January 16, 2007 to approve the merger, should be described Mr. John Pappajohn, Chairman of the Board Healthcare Acquisition Corp March 20, 2007 Page 8 in reasonable detail, by date, indicating th e nature of the presentation, information presented, recommendations and conclusions . Any materials, including reports, analyses, projections, talking pa pers and similar items which were prepared or presented at the board meetings should be supplementa lly provided to the staff. The disclosure should not be conclusory and should