RULE 424(b)(3)
SEC FILE NO.: 333-86077
ENDOCARE, INC.
_________
SUPPLEMENT NO. 1 DATED JUNE 28, 2000
TO PROSPECTUS DATED SEPTEMBER 3, 1999
This Supplement No. 1 is a part of and should be read in connection with
the prospectus of Endocare, Inc., a Delaware corporation, dated September 3,
1999 (the "Prospectus"). Capitalized terms used but not defined in this
Supplement No. 1 have the meanings given to them in the Prospectus.
The purpose of this supplement is to reflect the fact that Brown Simpson
Strategic Growth Fund, Ltd. and Brown Simpson Strategic Growth Fund, L.P. have
transferred beneficial ownership of a portion of their shares offered by the
Prospectus to Brown Simpson Partners I, Ltd. The table below amends and
restates the selling stockholders chart on page 10 of the Prospectus to reflect
the transfer to Brown Simpson Partners I, Ltd. as a selling stockholder.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
COMMON STOCK COMMON STOCK SHARES OF
BENEFICIALLY BENEFICIALLY COMMON STOCK
OWNED PRIOR TO OWNED PRIOR TO OFFERED IN THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING(1) THIS OFFERING**(2) OFFERING(3)
--------------------------- ---------------- ------------------ -----------
<S> <C> <C> <C>
Brown Simpson Strategic Growth Fund, Ltd. 23,081 * 7,413
Brown Simpson Strategic Growth Fund, L.P. 12,908 * 3,707
Brown Simpson Partners I, Ltd. 2,728,098 17.1% 968,324
</TABLE>
* Less than 1%.
** Based on 13,185,358 shares outstanding as of June 23, 2000.
Additionally, the footnotes to the selling stockholders chart in the
Prospectus are amended and restated as follows:
(1) Includes the shares of common stock offered in this offering plus
15,668, 9,201 and 1,759,774 shares, respectively, that were issued or issuable
to Brown Simpson Strategic Growth Fund, Ltd., Brown Simpson Strategic Growth
Fund, L.P. and Brown Simpson Partners I, Ltd. (collectively, the "Brown Simpson
Funds") upon conversion of principal of and payment of a portion of interest on
an aggregate $10,000,000 principal amount of 7% Convertible Debentures issued to
the Brown Simpson Funds pursuant to debenture financings completed on June 7,
1999 and May 5, 2000. The 7% Convertible Debentures and a summary of their
terms are included in Endocare's Current Reports on Form 8-K filed with the SEC
on June 14, 1999 and May 15, 2000, copies of which may be obtained as described
in this prospectus under "Where You Can Find Additional Information."
(2) The number of shares of common stock owned by the Brown Simpson Funds
includes the aggregate number of shares of common stock which may be obtained by
the Brown Simpson Funds upon conversion of all 7% Convertible Debentures issued
by Endocare to the Brown Simpson Funds. However, the Brown Simpson Funds are
not currently the beneficial owners of all of such shares of common stock.
(3) The Brown Simpson Funds have acquired, or may acquire, the shares of
common stock offered by this prospectus upon conversion of or interest payments
on 7% Convertible Debentures (the "Debentures") issued by Endocare to the Brown
Simpson Funds on July 30, 1999 and May 5, 2000. On July 30, 1999, Endocare
received $3,000,000 from the sale of Debentures to Brown Simpson Strategic
Growth Fund, Ltd. and Brown Simpson Strategic Growth Fund, L.P. These
Debentures were assigned to Brown Simpson Partners I, Ltd. and were converted
into common stock at $6.00 per share on June 5, 2000. On May 5, 2000, Brown
Simpson Partners I, Ltd. purchased an additional $3,000,000 in principal amount
of Debentures pursuant to an option which was granted to the Brown Simpson Funds
under the original financing arrangement. These additional $3,000,000 of
Debentures are convertible into common stock at $6.75 per share (subject to
adjustment in certain circumstances). In addition, interest on these additional
Debentures may be paid in common stock subject to certain limitations. The
Debentures and a summary of their terms are included in Endocare's Current
Reports on Form 8-K filed with the SEC on August 6, 1999 and May 15, 2000,
copies of which may be obtained as described in this prospectus under "Where You
Can Find Additional Information."
