<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 22, 2000
-------------------------
Endocare, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-27212 33-0618093
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7 Studebaker, Irvine, California 92618
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 595-4770
----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 22, 2000, Endocare, Inc. (the "Company") entered into a
Common Stock Purchase Agreement (the "Purchase Agreement") among the Company and
SAFECO 401(k) Savings Plan, SAFECO Common Stock Trust, SAFECO Resource Series
Trust, Narragansett I, L.P., Narragansett Offshore, Ltd., and SDS Merchant Fund,
L.P. (the "Investors"). Pursuant to the Purchase Agreement, on November 24,
2000, the Company sold an aggregate of 1,509,440 shares of its common stock (the
"Shares") to the Investors at a price of $13.25 per share and issued warrants to
purchase up to an aggregate of 188,680 shares of the Company's common stock to
the Investors at an exercise price of $13.9125 per share (the "Warrants"),
resulting in total gross proceeds of $20,000,080 to the Company (before
deducting fees and expenses of approximately $1.7 million). The Warrants are
exercisable for a term of five years from the date of issuance. The Company has
agreed to register the resale by the Investors of the Shares and the shares of
common stock issuable upon exercise of the Warrants, as more specifically
described in the Purchase Agreement filed as an exhibit to this report. The
Shares and Warrants were sold pursuant to an exemption from registration under
the Securities Act of 1933, as amended, by virtue of Rule 506 of Regulation D
under such act.
The Company also granted the Investors the right to purchase, subject
to certain exceptions and restrictions, a pro rata portion of any of the
Company's capital stock (including securities convertible into or exercisable
for capital stock) which the Company may, from time to time, propose to sell and
issue. Such right expires upon the first anniversary of the effective date of
the registration statement described above.
The above is a summary of the principal terms of the Purchase Agreement
and the Warrants and does not purport to explain all of the material terms of
the documents. ONE SHOULD READ THE PURCHASE AGREEMENT AND THE FORM OF WARRANT,
WHICH ARE FILED AS EXHIBITS TO THIS REPORT, FOR A MORE DETAILED UNDERSTANDING OF
THE TERMS OF THE PURCHASE AGREEMENT AND WARRANTS. Also attached as Exhibit 99.1
to this report is a press release issued on November 28, 2000 regarding the
completion of the sale of the Shares and the issuance of the Warrants to the
Investors.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 Common Stock Purchase Agreement dated November 22, 2000
by and among the Company and the Investors.
10.2* Form of Stock Purchase Warrant dated November 24, 2000.
99.1 Press Release issued by the Company on November 28, 2000.
--------------
* Each of the Investors was issued a warrant in the form of Exhibit 10.2. The
warrants differed from each other only in the name of the Investor to whom
the warrant was issued and the number of shares for which such warrant was
exercisable. Such differences are set forth on Schedule A to the Common
Stock Purchase Agreement filed as Exhibit 10.1 to this report.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 13, 2000 Endocare, Inc.
By: /s/ WILLIAM R. HUGHES
-----------------------------
William R. Hughes
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
------- -----------
10.1 Common Stock Purchase Agreement dated November 22, 2000 by
and among the Company and the Investors.
10.2* Form of Stock Purchase Warrant dated November 24,
2000.
99.1 Press Release issued by the Company on November 28, 2000.
--------------
* Each of the Investors was issued a warrant in the form of Exhibit 10.2.
The Warrants differed from each other only in the name of the Investor to
whom the warrant was issued and the number of shares for which such warrant
was exercisable. Such differences are set forth on Schedule A to the Common
Stock Purchase Agreement filed as Exhibit 10.1 to this report.
