Unassociated Document

0001144204-08-059474.txt : 20081027 0001144204-08-059474.hdr.sgml : 20081027 20081027162747 ACCESSION NUMBER: 0001144204-08-059474 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081027 DATE AS OF CHANGE: 20081027 GROUP MEMBERS: JAN LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMATHENE, INC CENTRAL INDEX KEY: 0001326190 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 202726770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80900 FILM NUMBER: 081142620 BUSINESS ADDRESS: STREET 1: ONE PARK PLACE, SUITE 450 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: 410 269 2600 MAIL ADDRESS: STREET 1: ONE PARK PLACE, SUITE 450 CITY: ANNAPOLIS STATE: MD ZIP: 21401 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE ACQUISITION CORP DATE OF NAME CHANGE: 20050505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AM TRUST CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001389953 IRS NUMBER: 205769766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10451 MILL DOV CIRCLE CITY: OWINGS MILLS STATE: MD ZIP: 21117 BUSINESS PHONE: 410 654 3315 MAIL ADDRESS: STREET 1: 10451 MILL DOV CIRCLE CITY: OWINGS MILLS STATE: MD ZIP: 21117 SC 13G 1 v129798_sc13g.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PharmAthene, Inc.

(Name of Issuer)

Common Stock,

par value $0.001 per share

(Title of Class of Securities)

71714G102

(CUSIP Number)

October 2, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71714G102

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Page 2 of 8 Pages


COMMON STOCK
(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) AmTrust Capital Management, Inc. 20-5769766
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) x (b) ¨
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Delaware

Number of Shares

Beneficially Owned

by Each Reporting

Person With

(5)

(6)

(7)

(8)

Sole Voting Power

1,962,874

Shared Voting Power

Sole Dispositive Power

1,962,874

Shared Dispositive Power

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,962,874
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
(11)	Percent of Class Represented by Amount in Row (9) 7.6%
(12)	Type of Reporting Person (See Instructions) CO

CUSIP No. 71714G102

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COMMON STOCK
(1)	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Jan Loeb
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) x (b) ¨
(3)	SEC Use Only
(4)	Citizenship or Place of Organization USA

Number of Shares

Beneficially Owned

by Each Reporting

Person With

(5)

(6)

(7)

(8)

Sole Voting Power

1,962,874

Shared Voting Power

Sole Dispositive Power

1,962,874

Shared Dispositive Power

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,962,874
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
(11)	Percent of Class Represented by Amount in Row (9) 7.6%
(12)	Type of Reporting Person (See Instructions) IN

CUSIP No. 71714G102

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Item 1(a). Name Of Issuer:

PharmAthene, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

One Park Place

Suite 450

Annapolis, Maryland 21401

Item 2(a). Names of Persons Filing:

(i)

AmTrust Capital Management, Inc.

(ii)

Jan Loeb

Jan Loeb is the President and a member of the Board of Directors of AmTrust Capital Management, Inc.

Item 2(b). Address of Principal Business Office or, if none, Residence:

AmTrust Capital Management, Inc.

10451 Mill Run Circle

Owings Mills, MD 21117

Item 2(c). Citizenship:

AmTrust Capital Management, Inc. is a Delaware corporation. Jan Loeb is a United States citizen.

Item 2(d). Title of Class of Securities:

Common stock, par value $0.001 per share

Item 2(e). CUSIP Number:

71714G102

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether filing person is a:

(a)	¨	Broker or dealer registered under Section 15 of the Act
(b)	¨	Bank as defined in Section 3(a)(6) of the Act
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act
(d)	¨	Investment company registered under Section 8 of the Investment Company Act

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(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨

Item 4. Ownership

Common Stock

(i)

AmTrust Capital Management, Inc.

(a)

Amount Beneficially Owned:

1,962,874 shares

(b)

Percent of Class: 7.6%

(c)

Number of shares as to which the person has:

(i)

sole power to vote or direct the vote: 1,962,874

(ii)

shared power to vote or direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 1,962,874

(iv)

shared power to dispose or to direct the disposition of: 0

(ii)

Jan Loeb

(a)

Amount Beneficially Owned:

1,962,874 shares

(b)

Percent of Class: 7.6%

(c)

Number of shares as to which the person has:

(i)

sole power to vote or direct the vote: 1,962,874

(ii)

shared power to vote or direct the vote: 0

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(iii)

sole power to dispose or to direct the disposition of: 1,962,874

(iv)

shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class.

If this Schedule is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box. ¨

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons are the sole members of the group.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 27, 2008	AMTRUST CAPITAL MANAGEMENT, INC.,
	a Delaware corporation

	/s/ Jan Loeb
	By: Jan Loeb
	Its: President

Date: October 27, 2008	/s/ Jan Loeb
	Jan Loeb

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EXHIBIT INDEX

Exhibit No.		Description

99.1		Joint Filing Agreement, dated as of October 27, 2008 by and among Jan Loeb and AmTrust Capital Management, Inc.

EX-99.1 2 v129798_ex99-1.htm

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of PharmAthene, Inc., dated as of October 27, 2008, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934.

Date: October 27, 2008	AMTRUST CAPITAL MANAGEMENT, INC.,
	a Delaware Corporation

	/s/ Jan Loeb
	By: Jan Loeb
	Its: President

Date: October 27, 2008	/s/ Jan Loeb
	Jan Loeb