RULE 424(b)(3)
SEC FILE NO.: 333-82415
ENDOCARE, INC.
_________
SUPPLEMENT NO. 1 DATED JUNE 28, 2000
TO PROSPECTUS DATED JULY 19, 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 July 19, 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 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 SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY OFFERED IN THIS
OWNED PRIOR TO OWNED PRIOR TO OFFERING
NAME OF SELLING STOCKHOLDER THIS OFFERING THIS OFFERING** --------
--------------------------- ------------- ---------------
<S> <C> <C> <C>
Brown Simpson Strategic Growth Fund, Ltd.(1) 15,668 * 15,668
Brown Simpson Strategic Growth Fund, L.P.(1) 9,201 * 9,201
Brown Simpson Partners I, Ltd.(1) 1,759,774 11.8% 1,759,774
</TABLE>
* Less than 1%.
** Based on 13,185,358 shares outstanding as of June 23, 2000.
Additionally, footnote 1 to the selling stockholders chart in the
Prospectus is restated as follows:
(1) Brown Simpson Strategic Growth Fund, Ltd., Brown Simpson Strategic
Growth Fund, L.P. and Brown Simpson Partners I, Ltd. (collectively, 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 June 7, 1999 and May 5, 2000. On June 7, 1999, Endocare
received $5,000,000 from the sale of Debentures to Brown Simpson Strategic
Growth Fund, Ltd. and Brown Simpson Strategic Growth Fund, L.P. The $5,000,000
aggregate principal amount of the Debentures plus accrued interest were
converted into common stock at $5.125 per share on April 7, 2000. On May 5,
2000, Brown Simpson Partners I, Ltd. purchased an additional $5,000,000 in
principal amount of Debentures pursuant to an option which was granted to the
Brown Simpson Funds under the original financing arrangement. These additional
$5,000,000 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. The 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." 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.
All other information contained in the selling stockholders chart, and the
footnotes for the selling stockholders other than the Brown Simpson Funds,
remain unchanged and continue in effect as currently written in the Prospectus.
