SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
ENDOCARE, INC.
_____________________
(Name of Issuer)
Common Stock, $.001 Par Value
____________________________________________
(Title of Class of Securities)
29264P104
________________
(CUSIP Number)
June 7, 1999
___________________________________________
(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 disclosure
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).
Continued on following page(s)
Page 1 of 12 Pages
Exhibit Index: Page 11
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 2 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 360,976
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
360,976
9 Aggregate Amount Beneficially Owned by Each Reporting Person
360,976
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.33%
12 Type of Reporting Person*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 3 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON CAPITAL, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 360,976
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
360,976
9 Aggregate Amount Beneficially Owned by Each Reporting Person
360,976
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
3.33%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 4 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 614,634
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
614,634
9 Aggregate Amount Beneficially Owned by Each Reporting Person
614,634
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.54%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 5 of 12 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON ASSET MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 614,634
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
614,634
9 Aggregate Amount Beneficially Owned by Each Reporting Person
614,634
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.54%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 Pages
Item 1(a) Name of Issuer:
Endocare, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
7 Studebaker, Irvine, California 92618
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Brown Simpson Strategic Growth Fund, L.P., a New York
limited partnership ("BSSGF L.P."),
(ii) Brown Simpson Capital, LLC, a New York limited
liability company ("Brown Simpson Capital"),
(iii) Brown Simpson Strategic Growth Fund, Ltd., a Cayman
Islands corporation ("BSSGF Ltd.") and
(iv) Brown Simpson Asset Management, LLC, a New York
limited liability company ("Brown Simpson Asset
Management").
The General Partner of BSSGF, L.P. is Brown Simpson Capital.
Brown Simpson Asset Management serves as the investment manager to BSSGF, Ltd.
pursuant to an investment management contract. Each of Mitchell Kaye, James
Simpson, Evan Levine and Matthew Brown holds a 25% interest in each of Brown
Simpson Asset Management and Brown Simpson Capital.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of BSSGF
L.P., Brown Simpson Capital and Brown Simpson Asset Management is Carnegie Hall
Tower, 152 West 57th Street, 40th Floor, New York, NY 10019. The address and
principal business of BSSGF, Ltd. is Citco Fund Services, Corporation Center,
West Bay Road, P.O. Box 31106, SMB Grand Cayman, Cayman Islands.
Item 2(c) Citizenship:
i) BSSGF L.P. is a New York limited partnership;
ii) Brown Simpson Capital is a New York limited liability
company;
iii) BSSGF Ltd. is a Cayman Islands corporation; and
iv) Brown Simpson Asset Management is a New York limited
liability company.
<PAGE>
Page 7 of 12 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value (the "Shares").
Item 2(e) CUSIP Number:
29264P104
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of July 7, 1999, each of the Reporting Persons may
be deemed the beneficial owner of the following
number of Shares:
(i) Each of BSSGF L.P. and Brown Simpson Capital
may be deemed to be the beneficial owner of 360,976 Shares. This number assumes
conversion of convertible debentures held by BSSGF L.P. into 360,976 Shares.
(ii) Each of BSSGF Ltd. and Brown Simpson Asset
Management may be deemed to be the beneficial owner of 614,634 Shares. This
number assumes conversion of convertible debentures held by BSSGF Ltd. into
614,634 Shares.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of BSSGF L.P. and Brown
Simpson Capital may be deemed to be the beneficial owner constitutes
approximately 3.33% of the total number of Shares outstanding (assuming the
conversion by BSSGF L.P. of all of the convertible debentures it holds).
(ii)The number of Shares of which each of BSSGF Ltd. and
Brown Simpson Asset Management may be deemed to be the beneficial owner
constitutes approximately 5.54% of the total number of Shares outstanding
(assuming the conversion by BSSGF Ltd. of all of the convertible debentures it
holds).
<PAGE>
Page 8 of 12 Pages
Item 4(c) Number of shares as to which such person has:
BSSGF L.P.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 360,976
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 360,976
Brown Simpson Capital
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 360,976
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 360,976
BSSGF Ltd.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 614,634
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 614,634
Brown Simpson Asset Management
------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 614,634
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 614,634
<PAGE>
Page 9 of 12 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of BSSGF L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held by BSSGF L.P. in accordance with their partnership interests in
BSSGF L.P.
(ii) The shareholders of BSSGF Ltd. have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the securities held by BSSGF Ltd. in accordance with their ownership
interests in BSSGF Ltd.
BSSGF L.P. expressly disclaims beneficial ownership of any Shares,
including the securities, held for the account of BSSGF Ltd. BSSGF Ltd.
expressly disclaims beneficial ownership of any Shares, including the
securities, held for the account of BSSGF L.P.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 10 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: July 7, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
By: Brown Simpson Capital, LLC
Its General Partner
By: Brown Simpson Partners, LLC
Its Member
By: /S/ EVAN M. LEVINE
-------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON CAPITAL, LLC
By: Brown Simpson Partners, LLC
Its Member
By: /S/ EVAN M. LEVINE
--------------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
By: Brown Simpson Asset Management LLC
By: Brown Simpson, LLC
Its Member
By: /S/ EVAN M. LEVINE
-------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON ASSET MANAGEMENT LLC
By: Brown Simpson, LLC
Its Member
By: /S/ EVAN M. LEVINE
-----------------------------------
Evan M. Levine
Its Member
<PAGE>
Page 11 of 12 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement dated July 7, 1999 by and among
Brown Simpson Strategic Growth Fund, L.P., Brown Simpson
Capital, LLC, Brown Simpson Strategic Growth Fund, Ltd.
and Brown Simpson Asset Management, LLC................. 12
Page 12 of 12 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13G with respect to the Common Stock of Endocare, Inc. dated as of July 7, 1999
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(f) under the Securities Exchange
Act of 1934.
Date: July 7, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
By: Brown Simpson Capital, LLC
Its General Partner
By: Brown Simpson Partners, LLC
Its Member
By: /S/ EVAN M. LEVINE
-------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON CAPITAL, LLC
By: Brown Simpson Partners, LLC
Its Member
By: /S/ EVAN M. LEVINE
--------------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
By: Brown Simpson Asset Management LLC
By: Brown Simpson, LLC
Its Member
By: /S/ EVAN M. LEVINE
-------------------------
Evan M. Levine
Its Member
Date: July 7, 1999 BROWN SIMPSON ASSET MANAGEMENT LLC
By: Brown Simpson, LLC
Its Member
By: /S/ EVAN M. LEVINE
-----------------------------------
Evan M. Levine
Its Member
