To: Glenn Petersen who wrote (475 ) 12/2/2006 12:28:21 PM From: Glenn Petersen Respond to of 3862 On May 18, 2006, the underwriter for HAPC, Inc. (formerly Healthcare Acquisition Partners) announced that it had exercised a portion of its over-allotment option and purchased an additional 208,584 units. A total of 16,875,251 units were sold to the public. The total gross proceeds raised in the IPO were $101,251,506. The balance placed in the trust account was $96,124,793, equal to $5.70 per share. This balance includes $5,468,000 in fees that have been deferred by the underwriter. In the event that the company is liquidated, the underwriter will not receive any of the funds placed into the escrow account.sec.gov The insiders of HAPC only own 1,750,001 shares of the company. While they originally purchased 4,166,667 shares for $25,000, they subsequently returned 2,416,666 of those share to the company. Conversely, the insiders were not required to purchase any units or warrants in conjunction with the public offering. From a previous disclosure:Before the company filed its initial registration statement, the insiders purchased 4,116,667 shares for $25,000. On December 31, 2005, the insiders sold the shares back to the company for a $25,000 promissory note and were subsequently issued 1,750,001 shares for no cash consideration. Per the S-!, “The 2,416,666 shares of our common stock transferred back to us and not issued to members of our management team on December 30, 2005 are held as treasury shares and reserved for transfer by our board of directors to present or future officers, directors or employees; provided that no reserved treasury shares may be transferred to FTN Midwest Securities Corp. or any of its affiliates prior to the later of six months after the consummation of a business combination or twelve months after the date of this prospectus. To the extent our board determines to issue all or any part of these shares, the consideration will be determined at that time based on prevailing facts and circumstances. Although these reserved shares are available, we believe our current management team is sufficient and we have no present plans to add additional individuals.”