ENDOCARE INC
NT 10-Q, 1997-05-16
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                        UNITED STATES               OMB APPROVAL
             SECURITIES AND EXCHANGE COMMISSION     OMB NUMBER: 3235-0058
                    Washington, D.C. 20549          Expires: May 31, 1997  
                                                    Estimated average burden
                         FORM 12b-25                hours per response....2.50


                                                    SEC File Number   0-27212
                                                                    ------------

                                                    CUSIP Number    29264P 10 4
                                                                    ------------

                          NOTIFICATION OF LATE FILING

(Check One):  
[ ] Form 10-K   [ ] Form 11-K   [ ] Form 20-F   [X] Form 10-Q   [ ] Form N-SAR

    For Period Ended:                    March 31, 1997
                      --------------------------------------------------------

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

    For the Transition Period Ended:
                                     -----------------------------------------

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

    If the notification relates to a portion of the filing checked above, 
identify the Item(s) to which the notification relates:

- ------------------------------------------------------------------------------

                       PART I -- REGISTRANT INFORMATION

                                 ENDOCARE, INC.
- ------------------------------------------------------------------------------
                            Full Name of Registrant

                            
- ------------------------------------------------------------------------------
                           Former Name if Applicable

                                  7 Studebaker
- ------------------------------------------------------------------------------
           Address of Principal Executive Office (Street and Number)

                            Irvine, California 92618
- ------------------------------------------------------------------------------
                            City, State and Zip Code

                       PART II--RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check box if appropriate)

         [ ]        (a)     The reasons described in reasonable detail in Part 
                            III of this form could not be eliminated without 
                            unreasonable effort or expense;

         [X]        (b)     The subject annual report, semi-annual report,
                            transition report on Form 10-K, Form 20-F, Form
                            11-K, Form N-SAR, or portion thereof, will be filed
                            on or before the fifteenth calendar day following
                            the prescribed due date; or the subject quarterly
                            report or transition report on Form 10-Q, or portion
                            thereof will be filed on or before the fifth
                            calendar day following the prescribed due date; and

         [ ]        (c)     The accountant's statement or other exhibit required
                            by Rule 12b-25(c) has been attached if applicable.

                             PART III--NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR
or the transition report portion thereof could not be filed within the 
prescribed time period. 
 
                                                 (ATTACH EXTRA SHEETS IF NEEDED)

                                                              SEC 1344 (11/91)
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PART IV--OTHER INFORMATION

(1)              Name and telephone number of person to contact in regard to
                 this notification

<TABLE>
                  <S>                                       <C>              <C>
                              PAUL W. MIKUS                    (714)             595-4770
                 ---------------------------------------    -----------      ------------------
                                 (Name)                     (Area Code)      (Telephone Number)
</TABLE>

(2)              Have all other periodic reports required under Section 13 or
                 15(d) of the Securities Exchange Act of 1934 or Section 30 of
                 the Investment Company Act of 1940 during the preceding 12
                 months or for such shorter period that the registrant was
                 required to file such report(s) been filed?  If answer is no,
                 identify report(s).

                                                                 [X] Yes [ ] No
                 ------------------------------------------------

(3)              Is it anticipated that any significant change in results of
                 operations from the corresponding period for the last fiscal
                 year will be reflected by the earnings statements to be
                 included in the subject report or portion thereof?

                                                                 [X] Yes [ ] No

                 If so, attach an explanation of the anticipated change, both
                 narratively and quantitatively, and, if appropriate, state the
                 reasons why a reasonable estimate of the results cannot be
                 made.

                                 ENDOCARE, INC.
- ------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date        May 15, 1997                              By  /s/ PAUL W. MIKUS
     ---------------------------                      ----------------------
                                                      Paul W. Mikus
                                                      President and Chief 
                                                      Executive Officer

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


                                   ATTENTION
- ------------------------------------------------------------------------------
           Intentional misstatements or omissions of fact constitute
                Federal Criminal Violations (See 18 U.S.C. 1001)
- ------------------------------------------------------------------------------



                              GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240,12b-25) of the General
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in
    or filed with the form will be made a matter of public record in the
    Commission files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities 
    of the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period prescribed due to difficulties in
    electronic filing should comply with either Rule 201 or Rule 202 of
    Regulation S-T (section 232.201 or section 232.202 of this chapter) or 
    apply for an adjustment in filing date pursuant to Rule 13(b) of 
    Regulation S-T (section 232.13(b) of this chapter).

<PAGE>   3
ADDITION TO PART III - NARRATIVE

        The Registrant is finishing the analysis of certain financial
transactions in connection with the preparation of the financial statements for
the Report on Form 10-Q for the quarter ended March 31, 1997. The Registrant
has invested a significant amount of time, money and effort but will be unable
without unreasonable effort or expense to complete all steps necessary to
finalize the disclosure of these matters and to file its quarterly report on
Form 10-Q by May 15, 1997.


ADDITION TO PART IV - OTHER INFORMATION

It is anticipated that the Registrant's loss from operations will be higher in
the quarter ended March 31, 1997 than the quarter ended March 31, 1996
principally due to higher selling, general and administrative expenses and
higher research and development expenses. However, the Registrant is unable to
estimate the amount of the change until an analysis of certain financial
transactions is completed in connection with the preparation of the financial
statements for the Report on Form 10-Q for the quarter ended March 31, 1997.


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