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As filed with the Securities and Exchange Commission on March 20, 2008
 Registration No. 333-[  ]
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 REGISTRATION STATEMENT
ON
 Form S-3
 under
the Securities Act of 1933
 
 Endocare, Inc.
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
    
    33-0618093(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 201 Technology Drive
Irvine, California 92618
(949) 450-5400  (Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrants Principal Executive Offices)
 Michael R. Rodriguez
Senior Vice President, Finance and Chief Financial Officer
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
(949) 450-5400  (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 With a Copy to:
 Clint B. Davis
Senior Vice President, Legal Affairs, General Counsel and Secretary
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
(949) 450-5400
 Approximate date of commencement of proposed sale to the public:
 o
 þ
 o
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a) , may determine.
 CALCULATION OF REGISTRATION FEEProposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofTitle of Each Class of
    
    
    Amount to be
    
    
    Offering
    
    
    Aggregate
    
    
    RegistrationSecurities to be Registered
    
    
    Registered(1)
    
    
    Price per Share(2)
    
    
    Offering Price(2)
    
    
    FeeCommon Stock, $0.001 par
value per share(3)
    
    
    1,085,271 shares
    
    
    $
    5.67
    
    
    
    $
    6,153,487
    
    
    
    $
    242
 (1)
    
    All share and price amounts in this registration statement reflect the
one-for-three reverse stock split of the Companys Common Stock that
occurred on August 20, 2007. In accordance with Rule 416 under the
Securities Act of 1933, also includes an indeterminable number of
shares that may become issuable by reason of stock splits, stock
dividends and similar transactions in accordance with the terms of the
common stock purchase warrants.(2)
    
    Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the registrants common stock as reported on The NASDAQ
Capital Market on March 19, 2008.(3)
    
    Each share of Common Stock is paired with a stock purchase right under
the Registrants Stockholder Rights Plan.




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The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted. SUBJECT TO COMPLETION, DATED MARCH 20, 2008
 PROSPECTUS
 Endocare, Inc.
 1,085,271 Shares of Common Stock
    
 Investing in the common stock involves certain risks. See Risk Factors beginning on page 3
for a discussion of these risks.
 
 Neither the Securities and Exchange Commission (SEC) nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 PageProspectus Summary
    
    
    1Forward-Looking Statements
    
    
    2Risk Factors
    
    
    3Use of Proceeds
    
    
    12The Selling Stockholder
    
    
    12The Frazier Financing
    
    
    13Plan of Distribution
    
    
    13Legal Matters
    
    
    15Experts
    
    
    16Where You Can Find More Information
    
    
    16Incorporation of Certain Information by Reference
    
    
    16EXHIBIT 5.1EXHIBIT 23.1




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PROSPECTUS SUMMARY
 This summary highlights certain information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. The following summary is qualified in its entirety by, and
should be read in conjunction with, the more detailed information and financial statements and
notes thereto appearing elsewhere in this prospectus and in the documents we incorporate by
reference.
 www.endocare.com
    1




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FORWARD-LOOKING STATEMENTS
    2




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RISK FACTORS
 You should carefully consider the risks described below before purchasing our common stock.
Our most significant risks and uncertainties are described below; however, they are not the only
risks we face. If any of the following risks actually occur, our business, financial condition, or
results of operations could be materially adversely affected, the trading price of our common stock
could decline, and you may lose all or part of your investment. You should acquire shares of our
common stock only if you can afford to lose your entire investment.
 Risks Associated With our Business
 We have a limited operating history with significant losses and expect losses to continue for the
foreseeable future.
  We may require additional financing in the future to sustain our operations and without it we may
not be able to continue operations.
      3




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The sale of our common stock to Fusion Capital may cause dilution and the sale of the shares of
common stock acquired by Fusion Capital could cause the price of our common stock to decline.
  4




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Our business may be materially and adversely impacted by the loss of our largest customer or the
reduction, delay or cancellation of orders from this customer; in addition, our business may be
materially and adversely impacted if this customer delays payment or fails to pay for products sold
to this customer.
  We may be required to make tax payments that exceed our settlement estimates.
  We may incur significant expenses in the future as a result of our obligation to pay legal fees for
and otherwise indemnify former officers and former directors.
  Our success will depend on our ability to attract and retain key personnel.
  5




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Our success is reliant on the acceptance by doctors and patients of the Cryocare Surgical System as
a preferred treatment for tumor ablation.
  We are faced with intense competition and rapid technological and industry change, which may make
it more difficult for us to achieve significant market penetration.
  If we are unable to continue to enhance our Cryocare Surgical System, our business will suffer.
  6




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There is uncertainty relating to third-party reimbursement, which is critical to market acceptance
of our products.
    If we fail to protect our intellectual property rights, our competitors may take advantage of our
ideas and compete directly against us.
  7




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Because the medical device industry is litigious, we may be sued for allegedly violating the
intellectual property rights of others.
     If we fail to obtain or maintain necessary regulatory clearances or approvals for products, or if
approvals are delayed or withdrawn, we will be unable to commercially distribute and market our
products or any product modifications.
  8




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Our products may be subject to product recalls even after receiving FDA clearance or approval,
which would harm our reputation and our business.
  We could be negatively impacted by future interpretation or implementation of the federal
anti-kickback and Stark laws and other federal and state anti-self-referral and anti-kickback laws.
  9




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If we become subject to product liability claims, we may be required to pay damages that exceed our
insurance coverage.
  Our intangible assets could become impaired.
  Our facilities and systems are vulnerable to natural disasters or other catastrophic events.
  Risks Associated with an Investment in Our Common Stock
 The market price of our common stock is highly volatile.
  10




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Future sales of shares of our common stock may negatively affect our stock price.
     We could be difficult to acquire due to anti-takeover provisions in our charter, our stockholders
rights plan and Delaware law.
  11




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USE OF PROCEEDS
  
 THE SELLING STOCKHOLDER
     12




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Shares Beneficially
    
    
    
    
    
    Shares BeneficiallyOwned Prior to the Offering
    
    Shares Offered by
    
    Owned After the Offering(3)Selling stockholders(1)
    
    Number
    
    Percent(2)
    
    this Prospectus
    
    Number
    
    Percent(2)Frazier Healthcare V, L.P.(4)
    
    
    1,721,915
    
    
    
    14.63
    %
    
    
    1,085,271
    
    
    
    636,644
    
    
    
    5.4
    %
 
 *
    
    Less than one percent.(1)
    
    The names of the selling stockholders and the number of securities held by the selling
stockholders may be amended subsequent to the date of the Prospectus pursuant to Rule
424(b)(3) of the Securities Act of 1933.(2)
    
    Percentage ownership is based on 11,773,293 shares of our common stock outstanding as of
February 29, 2008.(3)
    
    Assumes the sale of all shares offered in this Prospectus and no other purchases or sales of
our common stock.(4)
    
    The voting and disposition of the shares held by Frazier Healthcare V, L.P. is determined by
FHM V, LLC, which is the general partner of FHM V, L.P., which is the general partner of Frazier
Healthcare V, L.P. Alan Frazier, Nader Naini, Trevor Moody, Nathan Every, Patrick Heron,
James Topper and Thomas Hodge are the members of FHM V, LLC and, therefore, share dispositive
and voting power over the shares held by Frazier Healthcare V, L.P. Each of these individuals
disclaims beneficial ownership of shares held by Frazier Healthcare V, L.P. except to the extent
of his pecuniary interest therein. 
 THE FRAZIER FINANCING
    
 PLAN OF DISTRIBUTION
  
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to facilitate the
transaction;
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
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
    
    an over-the-counter distribution in accordance with the rules of The NASDAQ Capital
Market;
    
    through the writing or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
    
    through one or more underwritten offerings on a firm commitment or best efforts basis;
    
    on any national securities exchange or quotation service on which the securities may be
listed or quoted at the time of sale;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    broker-dealers may agree with the selling stockholder to sell a specified number of
such shares at a stipulated price per share;
    
    a combination of any such methods of sale; and
    
    any other method permitted pursuant to applicable law.
    14




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LEGAL MATTERS
  15




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EXPERTS
  
 WHERE YOU CAN FIND MORE INFORMATION
  www.sec.gov www.endocare.com
 
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
  16




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www.endocare.com
 www.sec.gov
 17




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1,085,271 Shares
 Endocare, Inc.
 Common Stock
 PROSPECTUS




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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution.
  Registration Fee
    
    $
    242Legal Fees and Expenses
    
    
    Accounting Fees and Expenses
    
    
    10,000Printing and Engraving Fees
    
    
    Listing Fees
    
    
    Transfer Agents Fees
    
    
    Miscellaneous
    
    
    Total
    
    $
    10,242
 Item 15. Indemnification of Directors and Officers.
   
    
    any breach of the directors duty of loyalty to the Company or its stockholders;
    
    any act or omission not in good faith or that involves intentional misconduct or a
knowing violation of law;
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
    
    any act related to unlawful stock repurchases, redemptions or other distributions
or payment of dividends; or
    
    any transaction from which the director derived an improper personal benefit.
   
    
    the Company may indemnify its directors, officers and employees to the fullest
extent permitted by the Delaware General Corporation Law, subject to limited
exceptions;
    
    the Company may advance expenses to its directors, officers and employees in
connection with a legal proceeding to the fullest extent permitted by the Delaware
General Corporation Law, subject to limited exceptions; and
    
    the rights provided in its amended and restated bylaws are not exclusive.
   Item 16. Exhibits and Financial Statement Schedules
  II-2




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Item 17. Undertakings
   (i)
    
    To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement; and(iii)
    
    To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in this registration statement;
 provided, however,
    (i)
    
    If the registrant is relying on Rule 430B:(A)
    
    Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
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(B)
    
    Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part
of and included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however,that no
statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such
effective date; or
 Provided, however,
 bona fide
  II-4




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SIGNATURES
  ENDOCARE, INC.By:
    /s/ Craig T. DavenportCraig T. DavenportChairman, President and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Craig T. Davenport
    
    Chairman, President and Chief
    
    March 19, 2008Craig T. Davenport
    
    Executive Officer (principal
executive officer)/s/ Michael R. Rodriguez
    
    Senior Vice President, Finance
    
    March 19, 2008Michael R. Rodriguez
    
    and Chief Financial Officer
(principal financial and
accounting officer)/s/ John R. Daniels, M.D.
    
    Director
    
    March 17, 2008John R. Daniels, M.D./s/ David L. Goldsmith
    
    Director
    
    March 18, 2008David L. Goldsmith/s/ Eric S. Kentor
    
    Director
    
    March 18, 2008Eric S. Kentor/s/ Terrence A. Noonan
    
    Director
    
    March 17, 2008Terrence A. Noonan/s/ Thomas R. Testman
    
    Director
    
    March 17, 2008Thomas R. Testman
 II-5




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1(1)
    
    Stock Purchase Agreement, dated as of January 13, 2006, by
and among Plethora Solutions Holdings plc, Endocare, Inc. and
Timm Medical Technologies, Inc. The schedules and other
attachments to this exhibit were omitted. The Company agrees
to furnish a copy of any omitted schedules or attachments to
the Securities and Exchange Commission upon request.2.2(2)
    
    $1,425,000 Secured Convertible Promissory Note, dated as of
February 10, 2006, from Plethora Solutions Holdings plc to
Endocare, Inc.3.1(3)
    
    Certificate of Amendment of Restated Certificate of
Incorporation of the Company.3.2(3)
    
    Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company.3.3(3)
    
    Restated Certificate of Incorporation.3.4(4)
    
    Amended and Restated Bylaws of the Company.3.5(5)
    
    Amendment No. 1 to Amended and Restated Bylaws of the Company.4.1(6)
    
    Form of Stock Certificate.4.2(7)
    
    Form of Series A Warrant.4.3(7)
    
    Form of Series B Warrant.4.4(8)
    
    Rights Agreement, dated as of March 31, 1999, between the
Company and U.S. Stock Transfer Corporation, which includes
the form of Certificate of Designation for the Series A
Junior Participating Preferred Stock as Exhibit A, the form
of Rights Certificate as Exhibit B and the Summary of Rights
to Purchase Series A Preferred Shares as Exhibit C.4.5(9)
    
    Amendment No. 1 to Rights Agreement, dated as of September
24, 2005, between the Company and U.S. Stock Transfer
Corporation.5.1
    
    Opinion of Counsel.23.1
    
    Consent of Independent Registered Public Accounting Firm.23.2
    
    Consent of Counsel (included in Exhibit 5.1).24.1(10)
    
    Power of Attorney.
 
 (1)
    
    Previously filed as an exhibit to our Form 8-K filed on January 18, 2006.(2)
    
    Previously filed as an exhibit to our Form 10-K filed on March 16, 2006. II-6




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(3)
    
    Previously filed as an exhibit to our Registration Statement on Form S-3 filed on September 20,
2001.(4)
    
    Previously filed as an exhibit to our Form 10-K filed on March 15, 2004.(5)
    
    Previously filed as an exhibit to our Form 8-K filed on March 5, 2008.(6)
    
    Previously filed as an exhibit to our Form 10-K for the year ended December 31, 1995.(7)
    
    Previously filed as an exhibit to our Form 8-K filed on March 16, 2005.(8)
    
    Previously filed as an exhibit to our Form 8-K filed on June 3, 1999.(9)
    
    Previously filed as an exhibit to our Form 8-K filed on June 28, 2005.(10)
    
    Included on the signature page of this Registration Statement. II-7