SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

      June
        8,
        2007

    VIA
      FEDERAL EXPRESS AND EDGAR

    United
      States Securities and Exchange Commission

    Office
      of
      Emerging Growth Companies

    100
      F
      Street, NE - Mail Stop 3561

    Washington,
      D.C. 20549

    Attn: Mr.
      Duc
      Dang

                Re:

                Healthcare
                  Acquisition Corp. Preliminary Proxy Statement on Schedule
                  14A

                Filed
                  on February 9, 2007 as subsequently amended by

                Amendment
                  No.1 to Preliminary Proxy Statement on Schedule 14A

                Filed
                  April 20, 2007

                File
                  No. 001-32587

    Ladies
      and Gentlemen:

    On
      behalf
      of Healthcare Acquisition Corp. (the “Company”
or
      “HAQ”),
      we
      are electronically transmitting hereunder Amendment No. 2 (“Amendment
      No. 2”)
      to the
      Preliminary Proxy Statement (the “Proxy
      Statement”)
      filed
      with the Securities and Exchange Commission (the “Commission”)
      on
      February 9, 2007 and subsequently amended by filing of Amendment No. 1 filed
      on
      April 20, 2007 (“Amendment
      No. 1”)
      together with this letter which responds to the Staff’s comments to Amendment
      No. 1 set forth in a letter from John Reynolds, Assistant Director, dated June
      1, 2007 addressed to John Pappajohn, Chairman of the Board of the Company.
      Marked courtesy copies of this filing are being sent via overnight courier
      to
      Messrs. John Reynolds, Duc Dang, David Link and David Walz.

    We
      are
      authorized by the Company to provide the responses contained in this letter
      on
      behalf of the Company. In this letter, we have recited the comments from the
      Staff in bold and have followed each comment with the Company’s response. Please
      note that the entire filing has been modified and updated to reflect the
      inclusion of unaudited financial statements for each of HAQ and PharmAthene,
      Inc. at March 31, 2007, as well as the corresponding management’s discussion and
      analysis.

      As
        we
        have indicated in our telephone conversations with the Staff, we appreciate
        any
        assistance that the Staff can provide to complete this review. As we have
        previously advised, HAQ must complete the acquisition before August 3, 2007
        or
        it will be required to liquidate. As a result, HAQ needs to be in a position
        to
        mail the Proxy Statement no later than June 22nd
        to allow
        sufficient time for solicitation. As a consequence, in accordance with Rule
        14a-6(d) of the Securities Exchange Act of 1934, as amended, we have indicated,
        and hereby advise the Staff, that the Company intends to mail on June 22,
        2007.

    General
      Response

    As
      an
      overall response to the Staff’s comment letter, we note that a substantial
      number of the Staff’s comments relate to the issue of the valuation analysis
      undertaken by the HAQ Board of Directors and its determination of fairness
      of
      the transaction from a financial point of view. We appreciate that the amount
      of
      the merger consideration actually being paid may not always be reflective of
      the
      value of the target. We further acknowledge that disclosures in the prior
      filings of the Proxy Statement may have been insufficient disclosure regarding
      the valuation analysis that was undertaken. As we briefly discussed in our
      telephone conference with the Staff on Tuesday June 5th,
      there
      appears to have been lack of clarity in the prior filings regarding the value
      determination process and the factors analyzed by the HAQ Board of Directors
      in
      determining that the 80% net asset value requirement had been satisfied. We
      have, therefore, revised the disclosure in the discussion of the valuation
      process undertaken by the Board of Directors in several sections throughout
      the
      Proxy Statement to clarify that, while a specific dollar value was not ascribed
      to PharmAthene, a value range was determined.

    However,
      as previously noted, the HAQ Board of Directors neither sought nor obtained
      any
      third party valuation analysis or fairness opinion, nor undertook the type
      of
      valuation analyses which might have otherwise been included in a third party
      fairness opinion. We have expanded disclosure in this regard and highlighted
      this fact in a number of sections of Amendment No. 2 to the Proxy Statement
      to
      fully apprise stockholders and investors of the limitations of the review and
      analyses undertaken by the HAQ Board.

    For
      example, we have included the following disclosure (or variations thereof)
      in
      the Notice of Meeting and letter to stockholders and Summary section, as well
      as
      in a Risk Factor:

    “No
      fairness opinion or valuation analysis from an independent third party was
      obtained with respect to the Merger Proposal or the value of PharmAthene. The
      Board of Directors of HAQ has determined that the fair market value of
      PharmAthene exceeds 80% of HAQ’s net assets and that the terms of the Merger are
      in the best interest of and fair to the stockholders. Such determination with
      respect to the proposed Merger and the consideration being paid for PharmAthene
      was based upon various factors as described in the enclosed proxy statement
      including the Board’s internal analyses of PharmAthene’s business, technology
      and future prospects, PharmAthene’s management and historical investments by
      third parties into PharmAthene.”

      We
        have
        also included disclosure in the Question and Answer section and similar
        disclosure in the discussions under the headings “Background of the Merger” at
        pages 57 to 66 and “HAQ’s Reasons for the Merger and Recommendation of the
        HAQ Board” at pages 66 to 70.

    General

              1.

              We
                note your response to comment one of our letters dated March 20,
                2007
                concerning the disclosure that your board did not determine a specific
                value for the target. Please revise the letter and notice to your
                stockholders and summary section to highlight the fact that you did
                not
                determine the value of the target when you decided to enter into
                the
                business combination agreement. Please note that a determination
                of value
                and the purchase price are different issues.

      The
        letter to stockholders and Notice of Meeting and Summary of the Terms at
        page 2
        and the Summary section at page 18 have been revised to clarify the extent
        to
        which, rather than determining a specific value for the target prior to
        execution of the letter of intent, HAQ undertook analyses to establish a
        value
        range. Conforming disclosure has been included under the sections entitled
        “Background of the Merger” at pages 57 through 66 and “HAQ’s Reasons for the
        Merger and Recommendation of the HAQ Board” at pages 66 through
        70.

              2.

              We
                note your response to comment 41 of our letter dated March 20, 2007
                that
                you determined that the price negotiated by the parties reflected
                the
                value of the target. Based on your previous disclosure, you did not
                determine the value of the target prior to entering into the merger
                agreement. If so, please revise the appropriate section to clarify
                that
                you determined the consideration to offer the sellers without first
                determining the value of the target. Also, please clearly explain
                how you
                negotiated the consideration without first determining a value for
                the
                target.

      We
        have
        included two new paragraphs at the bottom of page 61 in order to clarify
        that a value, within a range, was established by the HAQ Board prior to the
        submission of the initial letter of intent even though no specific value
        was
        assigned to PharmAthene. We have further expanded upon the negotiation process
        throughout the "Background of the Merger" section at pages 57 to 66.

              3.

              Please
                revise to include management compensation disclosure in the document
                for
                the target’s management during the past year. The CD&A disclosure
                needs to include appropriate disclosure regarding the plan going
                forward
                after the merger to include any employment agreements or other
                compensation arrangements entered into or amended as a result of
                the
                merger. Please refer to Item 402 of Regulation S-K. Additionally,
                revise
                to include Item 404 of Regulation S-K disclosure for PharmAthene.

      We
        have
        provided compensation disclosure regarding PharmAthene’s last fiscal year as
        well as CD&A disclosure for PharmAthene commencing at page 124 of the
        Proxy Statement. Additionally, CD&A relating to compensation plans for the
        combined company going forward after the merger is included at page 146 of
        the Proxy Statement.

    Notice
      of Special Meeting

              4.

              We
                note your statement that “[i]f the Merger Proposal is not approved,
                it
                is likely that HAQ will have insufficient time and resources to seek
                another suitable business combination
                and will have to commence the winding up, dissolution and liquidation
                of
                HAQ ...” (emphasis added). We also note your statements in the Form S-1
                that “If we enter into either a letter of intent, an agreement in
                principle or a definitive agreement to complete a business combination
                prior to the expiration of 18 months after the consummation of this
                offering, but are unable to complete the business combination within
                the
                18-month period, then we will have an additional six months in which
                to
                complete the business combination contemplated by the letter of intent,
                agreement in principle or definitive agreement. If we are unable
                to do so
                by the expiration of the 24-month period from the consummation of
                this
                offering, we will then liquidate.” Please revise to clarify throughout the
                proxy that if the merger proposal is not approved then HAQ will have
                to
                commence the winding up, dissolution and liquidation of
                HAQ.

      We
        have
        revised the disclosure throughout the Proxy Statement to clarify that if
        the
        Merger Proposal is not approved, HAQ will have to commence the winding up,
        dissolution and liquidation of HAQ; please see, in particular, the Notice
        to
        Stockholders and pages 4, 8, 9, 15, 72 and 135.

    Summary
      of the Material Terms of the Merger, page 1

              5.

              Here
                and where you discuss the basis for the consideration being offered
                to
                PharmAthene, please revise to quantify, to the extent practicable,
                the
                value of such
                consideration.

      We
        have
        revised the disclosure throughout the Proxy Statement to include reference
        to
        the potential aggregate value of the merger consideration; please see in
        particular, the letter to stockholders, Notice of Meeting holders and pages
        2,
        7, and 18, and 57.

              6.

              Please
                revise to clarify in the penultimate bullet point on page two that
                the
                board also did not make a determination as to the value of the target.

    As
      noted
      in the general response above, we have provided revised disclosure on this
      issue
      in various sections of the Proxy Statement including in the penultimate bullet
      point on page 2 to indicate that the Board reviewed information relating to
      a
      value range for PharmAthene.

    What
      happens if the Merger is not consummated, page 9

              7.

              We
                note your response to comment 17 of our letter dated March 20, 2007.
                We
                reissue the comment. Please revise to quantify your current outstanding
                liability and disclose the amount covered by waivers.

    We
      have
      modified the disclosure at pages 9 and 132 to provide more extensive disclosure
      in response to the Staff’s comment to detail the exact amounts of any
      outstanding liabilities and the amount of liabilities covered by waivers.

    Summary
      of the Proxy Statement, page 11

              8.

              We
                note your response to comment 18. Please revise to clarify that the
                combination must be with a target business or for assets
                whose
                fair market value
                is at least equal to 80% of the net assets of HAQ at the time of
                such
                acquisition.

    We
      have
      provided revised disclosure at page 11 in accordance with the Staff’s comment to
      address the 80% requirement.

              9.

              We
                note the disclosure on page 12 that “stockholders holding an aggregate of
                up to 2,328,835 shares of common stock could convert such shares
                and the
                merger may still be consummated.” It is not clear how you arrived at that
                figures since it appears to be greater than 20% of the shares issued
                in
                your initial public offering. Your disclosure on page 16 indicates
                that if
                1,880,000 or more shares exercise conversion the merger will not
                be
                consummated. Please revise to clarify.

      We
        note
        the Staff’s comment and advise the Staff that the reference to 2,328,835 shares
        was a typographical error; this has been corrected at page 15 of the Proxy
        Statement.

              10.

              We
                note the additional disclosure on page 16 concerning the open market
                purchases by your officers and directors. In the appropriate sections,
                please revise to discuss the parameters of these purchase plans.

      We
        have
        added footnote disclosure to detail the stock purchase plans adopted by certain
        members of the HAQ Board and management team. The disclosure is repeated
        on
        pages 17, 55, 56, 149 and 152 of the Proxy Statement.

    Risk
      Factors

              11.

              We
                note your revisions to risk factor 2. Please reinsert your discussion
                addressing your first product Dominate Negative Inhibitor and that