SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

    June
      28,
      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; and

            Amendment No. 2 to Preliminary Proxy
              Statement on Schedule 14A

            Filed June 8, 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. 3 (“Amendment
      No. 3”)
      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”)
      and
      Amendment No. 2 filed on June 8, 2007 (“Amendment
      No. 2”)
      together with this letter which responds to the Staff’s comments to Amendment
      No. 2 set forth in a letter from John Reynolds, Assistant Director, dated June
      26, 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 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.
      .

    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 July 9th
      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 July 9,
      2007.

    Interests
      of HAQ Directors and Officers in the Merger, page 20

            1.

              Please
                revise to clarify why the disclosure in the table of this subsection
                does
                not include the securities purchased in open market transactions.

      HAQ
        did
        not include disclosure in this table of the securities purchased in the open
        market transactions because this table is meant to illustrate the
        unrealized profits with respect to the securities held by HAQ’s officers and
        directors which, if the merger is not consummated, will be worthless. The
        securities purchased in the open market transactions under the 10b-5 plans
        may
        be sold in the open market and, if the merger is not consummated, will
        participate in the liquidation of the trust. The Proxy Statement has been
        revised at page 21 to clarify this point in accordance with
        Staff's comment.

    Risk
      Factors, page 32

    The
      Board of Directors of HAQ did not obtain any fairness opinion …, page 32

            2.

              We
                note the disclosure in this risk factor that "[c]urrent HAQ stockholders
                and prospective investors must rely on their own business and investment
                background, and their own investigation of PharmAthene ....” Please advise
                us of the basis for disclosing that your shareholders have to make
                their
                own investigation of PharmAthene. Clarify if you have provided all
                the
                material information needed for shareholders to make an informed
                decision.

      We
        have
        revised the Proxy Statement to remove the above-referenced disclosure. We
        have
        also included a statement that HAQ has provided in the Proxy Statement all
        material information. The revised disclosure appears on page 32 of the
        Proxy Statement.

    A
      stockholder may make a claim …, page 32

              3.

                We
                  note your response to comment 12 of our letter dated June 1, 2007.
                  We
                  continue to note that the specific language that your board “did not
                  determine a specific valuation of PharmAthene at the time it entered
                  into
                  the merger agreement" was removed in your first amendment. Please
                  revise
                  the subheading of this risk factor to highlight that you "did not
                  determine a specific valuation of PharmAthene at the time it entered
                  into
                  the merger
                  agreement.”

      We
        have
        revised the subheading of this risk factor to highlight the fact that HAQ’s
        Board did not determine a specific valuation at that time. The revised
        disclosure appears on page 32 of the Proxy Statement.

    Failure
      to consummate the Merger could negatively impact the market price …, page 32

            4.

              We
                note in the last bullet point in this risk factor that “charges will be
                made against earnings for this transaction-related expenses, which
                could
                be higher than expected.” Please revise to elaborate in this bullet point
                or later in the document. Clarify if these expenses were subject
                to the
                waivers discussed in your public offering prospectus. Also quantify
                the
                expenses so that investors can understand the magnitude of the risk.

        2

      We
        have
        revised the Proxy Statement to remove that bullet point and expand upon the
        disclosure to clarify and disclose that those expenses have not
        been waived and to quantify the liabilities which have not been waived, in
        consistent with prior disclosure elsewhere in the proxy statement. In fact
        the
        bullet point is not actually relevant to the risk factor because if we fail
        to
        consummate the merger we will liquidate and there will be no charges against
        earnings. The revised disclosure appears on page 32 of the Proxy
        Statement.

    Background
      of the Merger, page 57

            5.

              We
                note your response to comment 16 of our letter dated June 1, 2007.
                We also
                note the disclosure of the range in value of SIGA’s shares from $118.7 to
                $162.5 million. Considering the termination by SIGA of the merger
                agreement occurred as it was receiving progressively positive news
                regarding the advancement of its smallpox drug, it would appear that
                the
                price increase in SIGA’s shares was also result of such positive news. As
                such, it appears appropriate to disclose the value of the merger
                consideration only on the date the merger agreement was originally
                signed.
                Please revise to just disclose the value of the prior merger consideration
                on the date of the execution of the merger agreement or advise.

      We
        have
        revised the Proxy Statement to disclose the value of the merger consideration
        on
        the date the SIGA merger agreement was signed and to remove the range of
        values.
        The revised disclosure appears on page 60 of the Proxy
        Statement.

    HAQ’s
      Reasons for the Merger and Recommendation of the HAQ Board, page 66

            6.

              We
                note your response to comment 18 of our letter dated June 1, 2007.
                We also
                note disclosure on page 61 and page 67 that you used projections
                of
                revenue provided by the target. You disclose on page 61 that you
                did not
                assign a specific weight to them, however, you based your analysis
                on
                those projections. Please revise your disclosure to balance the noted
                disclosure that you did not assign a specific weight to them to highlight
                the fact that you used those projections in your valuation which
                lead to
                your determination to recommend the transaction to shareholders.

      We
        have
        revised the Proxy Statement to highlight the fact that HAQ in fact relied
        upon those projections in the overall analysis which lead to the
        determination to recommend the transaction to shareholders, without necessarily
        assigning any specific weight to them in its analysis. The revised disclosure
        appears on page 61 of the Proxy Statement.

            7.

              We
                note the revenue projections for 2008 and 2009 of $67.S and $168.8
                million, respectively. Please revise to clarify if this means you
                expect
                to have commercially viable products by 2008. If not, please clarify
                what
                type of revenues the projections encompass. As a general matter,
                please
                revise to disclose the reasonable basis for the projections. Please
                refer
                to Item 10(b) of Regulation S-K.

        3

    Considering
      the projections were provided by PharmAthene management and the MD&A
      disclosure is management's forward looking prospective of the target, please
      revise your MD&A disclosure of PharmAthene to discuss the progress of the
      target going forward pertaining to the development of the two drugs and the
      eventual commercial sales. In that regard, please clarify how management's
      forward looking prospective relates to its projections.

      We
        have
        revised the disclosure to indicate that PharmAthene currently estimates that
        it
        will not have an FDA approved product until at least 2012. As such,
        PharmAthene’s revenue projections for the years 2008 and 2009 contemplate that a
        commercially saleable product will not have received FDA approval at those
        times. The applicable sections have been revised to (i) provide additional
        information that established the reasonable basis for the projections and
        (ii)
        conform to Item 10 of Regulation S-K. We also revised the disclosure to clarify
        how PharmAthene derived its projections for 2008 and 2009. The revised
        disclosure appears on page 68 of the Proxy Statement. The MD&A has also
        been conformed at page 101 of the proxy statement.

            8.

              We
                note that you also used revenue projections for the “comparable companies”
                obtained from “equity research analyst reports.” Please revise to discuss
                the reason you had to use revenue projections instead of actual revenues
                for the comparable companies. Did those companies have no sales revenues
                also? Also, please revise to clarify if the projections provided
                by the
                target are comparable to the projections in the “equity research analyst
                reports.”

      In
        response to the Staff’s comment, we have revised the Proxy Statement to discuss
        why HAQ’s management used revenue projections rather than actual revenues for
        the comparable companies. In addition, we have revised the disclosure to
        clarify
        that the projections were prepared using similar methods and criteria as
        considered by research analysts in reviewing and providing revenue estimates
        for
        the peer group companies. The revised disclosure appears on page 66 of the
        Proxy Statement.

            9.

              Since
                you disclose the companies listed on page 67 as comparable, please
                revise
                to clarify if all of them have only products that are not yet on
                the
                market. Clarify the number of products those companies develop and
                sell.
                If known, discuss the stage at which the companies are at in their
                FDA
                approval process and compare it with your drugs.

      In
        response to the Staff’s comment, we have revised the Proxy Statement to clarify
        that two of the five peer companies have product revenues and have inserted
        a
        chart which sets forth the development of relevant products for each
        company and a comparison thereof to PharmAthene’s products. The revised
        disclosure appears on page 66 of the Proxy Statement.

            10.

              In
                your “multiple analysis,” we note that your calculation was based on the
                “enterprise value for HAQ on a post merger basis assuming various
                HAQ
                stock prices.” (Emphasis added.) It is not clear how it is appropriate and
                consistent with your public offering prospectus to use a “post merger
                basis” in your valuations. Please revise to clarify. Please note that a
                post merger basis appears to imply that the funds in the trust are
                taken
                into account when determining the value, which does not appear consistent
                with the disclosure in your prospectus.

        4

      In
        response to the Staff’s comment, we have revised the section in the Proxy
        Statement to clarify that the multiple analysis was simply an analysis conducted
        by management to "check" the other analysis conducted and to present to the
        Board certain hypothetical information. It was not necessarily the analysis
        used
        to establish the valuation, rather to provide additional background and
        confirmatory information to the Board. The revised disclosure appears on
        page 68 of the Proxy Statement.

            11.

              We
                note that the “multiple analysis” requires assumed share prices. Please
                revise to provide the basis for the assumed prices. It is not clear
                how an
                analysis that uses assumed stock prices is relevant to an investor’s
                evaluation of their vote, since the share price ultimately determines
                the
                value. Please clarify.

      In
        response to the Staff’s comment, we have revised the Proxy Statement to remove
        the table setting forth the multiple price analysis to avoid providing
        additional information that might not be relevant to an investor's evaluation
        of
        their vote.

            12.

              We
                note your