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. 1 )*
ENDOCARE, INC.
________________
(Name of Issuer)
Common Stock, $.001 Par Value
_______________________________
(Title of Class of Securities)
29264P104
_______________
(CUSIP Number)
December 31, 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 10 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 2 of 10 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 364,819
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
364,819
9 Aggregate Amount Beneficially Owned by Each Reporting Person
364,819
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 10 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 364,819
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
364,819
9 Aggregate Amount Beneficially Owned by Each Reporting Person
364,819
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 10 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 729,639
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
729,639
9 Aggregate Amount Beneficially Owned by Each Reporting Person
729,639
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
6.66%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 29264P104 Page 5 of 10 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 729,639
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
729,639
9 Aggregate Amount Beneficially Owned by Each Reporting Person
729,639
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
6.66%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 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 23.75% interest in each of Brown
Simpson Capital and Brown Simpson Asset Management. Peter Greene holds a 5%
interest in each of Brown Simpson Capital and Brown Simpson Asset Management.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the 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 of the
principal business office of BSSGF Ltd. is Walkers Attorneys-at-Law, P.O. Box
265GT, Walker House, Mary Street, George Town, 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 10 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 December 31, 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 the 364,819 Shares held for
the account of BSSGF L.P. This number assumes conversion of convertible
debentures held for the account of BSSGF L.P. into 364,819 Shares.
(ii) Each of BSSGF Ltd. and Brown Simpson Asset
Management may be deemed to be the beneficial owner of the 729,639 Shares held
for the account of BSSGF Ltd. This number assumes conversion of convertible
debentures held for the account of BSSGF Ltd. into 729,639 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 of convertible debentures held for the account of BSSGF
L.P.).
(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 6.66% of the total number of Shares outstanding
(assuming the conversion of convertible debentures held for the account BSSGF
Ltd.).
<PAGE>
Page 8 of 10 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: 364,819
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 364,819
Brown Simpson Capital
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 364,819
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 364,819
BSSGF Ltd.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 729,639
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 729,639
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: 729,639
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 729,639
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
<PAGE>
Page 9 of 10 Pages
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 10 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: February 14, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
By: Brown Simpson Capital, LLC
Its General Partner
By: Brown Simpson Partners, LLC
Its Member
By: /S/ PETER D. GREENE
------------------------
Peter D. Greene
Its Member
Date: February 14, 2000 BROWN SIMPSON CAPITAL, LLC
By: Brown Simpson Partners, LLC
Its Member
By: /S/ PETER D. GREENE
-----------------------------
Peter D. Greene
Its Member
Date: February 14, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
By: Brown Simpson Asset Management LLC
By: Brown Simpson, LLC
Its Member
By: /S/ PETER D. GREENE
------------------------
Peter D. Greene
Its Member
Date: February 14, 2000 BROWN SIMPSON ASSET MANAGEMENT LLC
By: Brown Simpson, LLC
Its Member
By: /S/ PETER D. GREENE
-----------------------------
Peter D. Greene
Its Member
