##### Table of Contents



As filed with the Securities and Exchange Commission on August 7, 2008
 Registration No. 333-______
   SECURITIES
AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 ENDOCARE, INC.
  Delaware
    
    33-0618093(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)
 201 Technology Drive
Irvine, California 92618
(949) 450-5400
 
 2004 Stock Incentive Plan
 Michael R. Rodriguez
Senior Vice President, Finance and Chief Financial Officer
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
(949) 450-5400
 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
 
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposedmaximum
    
    
    Proposed maximum
    
    
    Amount ofAmount to
    
    
    offering price
    
    
    aggregate offering
    
    
    registrationTitle of Securities to be Registered
    
    
    be registered (2)
    
    
    per share
    
    
    price
    
    
    fee2004 Stock Incentive Plan
    
    
    
    2,500,000
    (3)
    
    
    $
    2.49
    (4)
    
    
    $
    6,225,000
    
    
    
    $
    245Common Stock, par value $0.001 per share (1)Total
    
    
    
    2,500,000
    
    
    
    
    
    
    
    
    $
    6,225,000
    
    
    
    $
    245
 
 (1)
    
    Each share of Common Stock is paired with a stock purchase right under the Registrants
Stockholder Rights Plan.(2)
    
    This Registration Statement covers, in addition to the number of shares of the Registrants
Common Stock stated above, options and other rights to purchase or acquire the shares of
Common Stock covered by the Registration Statement and, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, an additional indeterminate number of shares, options and
rights that may be offered or issued pursuant to the Registrants 2004 Stock Incentive Plan as
a result of one or more adjustments under the Registrants 2004 Stock Incentive Plan to
prevent dilution resulting from one or more stock splits, stock dividends or similar
transactions.(3)
    
    On October 19, 2004, the Registrant filed a registration statement on Form S-8 (No.
333-119825) to register a total of 1,833,333 shares of the Registrants Common Stock (as
adjusted to reflect the one-for-three reverse stock split that occurred on August 20, 2007)
issuable under the Registrants 2004 Stock Incentive Plan. The Registrant is now filing this
registration statement on Form S-8 to register an additional 2,500,000 shares that may become
issuable under the Registrants 2004 Stock Incentive Plan pursuant to its terms.(4)
    
    This estimate is made pursuant to Rule 457(h) solely for purposes of calculating the
registration fee, based on the average of the high and low price per share of the Registrants
Common Stock on August 6, 2008, as reported on The NASDAQ Capital Market, which was $2.49.




---



TABLE OF CONTENTS  PART IIItem 3. Incorporation of Documents by ReferenceItem 5. Interests of Named Experts and CounselItem 8. ExhibitsSIGNATURESEXHIBIT INDEXEXHIBIT 5.1EXHIBIT 23.1    Table of Contents  EXPLANATORY STATEMENT
  
 PART
II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
       
 Item 5. Interests of Named Experts and Counsel.
  - 2 -




---



##### Table of Contents



Item 8. Exhibits.
  - 3 -




---



##### Table of Contents



SIGNATURES
  ENDOCARE, INC.By:
    /s/  Craig T. DavenportCraig T. DavenportChairman and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/  Craig T. Davenport

Craig T. Davenport
    
    Chairman, Chief Executive Officer and President
(Principal Executive Officer)
    
    August 6, 2008/s/  Michael R. Rodriguez

Michael R. Rodriguez
    
    Senior Vice President, Finance and
Chief Financial Officer

(Principal Financial and Accounting Officer)
    

August 6, 2008John R. Daniels, M.D.
    
    Director
    
    August ___, 2008/s/  David L. Goldsmith

David L. Goldsmith
    
    Director
    
    August 7, 2008/s/  Eric S. Kentor

Eric S. Kentor
    
    Director
    
    August 7, 2008/s/  Terrence A. Noonan

Terrence A. Noonan
    
    Lead Independent Director
    
    August 6, 2008/s/ Thomas R. Testman

Thomas R. Testman
    
    Director
    
    August 6, 2008
 - 4 -




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit Numbers
    
    Exhibit Description4.1
    
    Form of Stock Certificate (1)4.2
    
    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 (2)4.3
    
    Amendment No. 1 to Rights Agreement, dated as of September 24, 2005, between the
Company and U.S. Stock Transfer Corporation (3)4.4
    
    2004 Stock Incentive Plan (4)4.5
    
    Form of Option Agreement under the 2004 Stock Incentive Plan (5)4.6
    
    2004 Non-Employee Director Option Program under the 2004 Stock Incentive Plan (5)4.7
    
    Form of Restricted Stock Unit Agreement under the 2004 Stock Incentive Plan (6)4.8
    
    Form of Restricted Stock Unit Agreement used for Craig T. Davenport under the
2004 Stock Incentive Plan (6)4.9
    
    Non-Employee Director Restricted Stock Unit Program under the 2004 Stock
Incentive Plan (7)4.10
    
    Form of Restricted Stock Unit Agreement under Non-Employee Director Restricted
Stock Unit Program (7)5.1
    
    Opinion of Counsel regarding Legality (8)23.1
    
    Consent of Independent Registered Public Accounting Firm (8)23.2
    
    Consent of Counsel (contained in Exhibit 5.1)24.1
    
    Power of Attorney (included in the signature page of this Registration Statement)
 
 (1)
    
    Previously filed as an exhibit to our Form 10-K for the year ended December 31, 1995.(2)
    
    Previously filed as an exhibit to our Form 8-K filed on June 3, 1999.(3)
    
    Previously filed as an exhibit to our Form 8-K filed on June 28, 2005.(4)
    
    Previously filed as Appendix C to the Companys definitive proxy statement filed with the SEC
on August 4, 2004.(5)
    
    Previously filed as an exhibit to our Form 10-K filed on March 16, 2005.(6)
    
    Previously filed as an exhibit to our Form 8-K filed on February 27, 2007.(7)
    
    Previously filed as an exhibit to our Form 10-K filed on March 17, 2008.(8)
    
    Filed herewith. - 5 -