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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM           TO           .
 COMMISSION FILE NUMBER: 001-15063
 Endocare, Inc.
 (Exact name of Registrant as Specified in Its Charter
 DELAWARE
    
    33-0618093(State of Incorporation)
    
    (I.R.S. Employer I.D. No.)
 201 TECHNOLOGY DRIVE, IRVINE, CALIFORNIA 92618
 (Address of Principal Executive Office, Including Zip Code)
 (949) 450-5400
 (Registrants Telephone Number, Including Area Code)
  þ o þ o
  þ o




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Endocare, Inc.
INDEX
 Part I. Financial InformationItem 1. Condensed Consolidated Financial Statements (Unaudited)Condensed
Consolidated Statements of Operations Three and six months ended June 30, 2005 and 2004
    
    3Condensed Consolidated Balance Sheets June 30, 2005 and December 31, 2004
    
    4Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2005 and 2004
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    20Item 4. Controls and Procedures
    
    20Part II. Other InformationItem 1. Legal Proceedings
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    21Item 3. Defaults Upon Senior Securities
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    21Item 5. Other Information
    
    21Item 6. Exhibits
    
    22Signatures
    
    24EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
 2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements
 ENDOCARE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)

(Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Total revenues
    
    $
    9,078
    
    
    $
    8,312
    
    
    $
    18,205
    
    
    $
    15,694Costs and expenses:Cost of revenues
    
    
    4,580
    
    
    
    4,313
    
    
    
    9,647
    
    
    
    8,547Research and development
    
    
    585
    
    
    
    452
    
    
    
    906
    
    
    
    988Selling and marketing
    
    
    4,167
    
    
    
    5,014
    
    
    
    8,195
    
    
    
    9,527General and administrative
    
    
    3,661
    
    
    
    4,075
    
    
    
    7,921
    
    
    
    10,742Impairment charge
    
    
    
    
    
    
    
    
    
    
    (583
    )
    
    
    Total costs and expenses
    
    
    12,993
    
    
    
    13,854
    
    
    
    26,086
    
    
    
    29,804Loss from operations
    
    
    (3,915
    )
    
    
    (5,542
    )
    
    
    (7,881
    )
    
    
    (14,110
    )Interest income, net
    
    
    172
    
    
    
    77
    
    
    
    283
    
    
    
    122Loss before minority interests
    
    
    (3,743
    )
    
    
    (5,465
    )
    
    
    (7,598
    )
    
    
    (13,988
    )Minority interests
    
    
    
    
    
    
    (155
    )
    
    
    
    
    
    
    (255
    )Net loss
    
    $
    (3,743
    )
    
    $
    (5,620
    )
    
    $
    (7,598
    )
    
    $
    (14,243
    )Net loss per share  basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.23
    )
    
    $
    (0.26
    )
    
    $
    (0.59
    )Weighted average shares of common
stock outstanding
    
    
    30,044
    
    
    
    24,000
    
    
    
    28,969
    
    
    
    24,095
  3




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ENDOCARE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)
 June 30,
    
    December 31,2005
    
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,720
    
    
    $
    7,985Accounts receivable, net
    
    
    3,925
    
    
    
    3,904Inventories, net
    
    
    3,754
    
    
    
    3,175Prepaid expenses and other current assets
    
    
    1,379
    
    
    
    1,651Total current assets
    
    
    21,778
    
    
    
    16,715Property and equipment, net
    
    
    2,245
    
    
    
    3,139Goodwill
    
    
    4,552
    
    
    
    4,552Intangibles, net
    
    
    7,983
    
    
    
    8,560Investments and other assets
    
    
    1,039
    
    
    
    1,409Total assets
    
    $
    37,597
    
    
    $
    34,375LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,628
    
    
    $
    2,636Accrued compensation
    
    
    2,783
    
    
    
    3,708Other accrued liabilities
    
    
    7,620
    
    
    
    10,391Total current liabilities
    
    
    13,031
    
    
    
    16,735Minority interests
    
    
    
    
    
    
    214Total liabilities
    
    
    13,031
    
    
    
    16,949Stockholders equity:Preferred stock, $.001 par value; 1,000
shares authorized; none issued and
outstanding
    
    
    
    
    
    
    Common stock, $.001 par value; 50,000
shares authorized; 30,060 and 24,342
issued and outstanding as of June 30,
2005 and December 31, 2004, respectively
    
    
    30
    
    
    
    24Additional paid-in capital
    
    
    184,132
    
    
    
    169,400Accumulated deficit
    
    
    (159,596
    )
    
    
    (151,998
    )Total stockholders equity
    
    
    24,566
    
    
    
    17,426Total liabilities and stockholders equity
    
    $
    37,597
    
    
    $
    34,375
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ENDOCARE, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months EndedJune 30,2005
    
    2004Cash flows from operating activities:Net loss
    
    $
    (7,598
    )
    
    $
    (14,243
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,804
    
    
    
    1,971Loss on disposals of fixed assets
    
    
    12
    
    
    
    13Compensation expense related to issuance of options and warrants
    
    
    45
    
    
    
    14Costs related to assets held for sale
    
    
    (583
    )
    
    
    Minority interests
    
    
    (214
    )
    
    
    255Changes in operating assets and liabilities:Accounts receivable
    
    
    (21
    )
    
    
    110Inventories
    
    
    (834
    )
    
    
    (1,953
    )Prepaid expenses and other current assets
    
    
    (234
    )
    
    
    (1,208
    )Accounts payable
    
    
    (8
    )
    
    
    551Accrued compensation
    
    
    (925
    )
    
    
    (484
    )Other accrued liabilities
    
    
    (2,090
    )
    
    
    630Net cash used in operating activities
    
    
    (10,646
    )
    
    
    (14,344
    )Cash flows from investing activities:Sales of property and equipment
    
    
    
    
    
    
    220Purchases of property and equipment
    
    
    (162
    )
    
    
    (398
    )Proceeds from divestitures
    
    
    850
    
    
    
    2,500Partnership distributions to minority interests
    
    
    
    
    
    
    (383
    )Decrease in other assets
    
    
    
    
    
    
    270Net cash provided by investing activities
    
    
    688
    
    
    
    2,209Cash flows from financing activities:Stock options and warrants exercised
    
    
    108
    
    
    
    32Proceeds from sale of common stock, net of issuance costs
    
    
    14,585
    
    
    
    Treasury stock received in settlement
    
    
    
    
    
    
    (504
    )Net cash provided by (used in) financing activities
    
    
    14,693
    
    
    
    (472
    )Net increase (decrease) in cash and cash equivalents
    
    
    4,735
    
    
    
    (12,607
    )Cash and cash equivalents, beginning of period
    
    
    7,985
    
    
    
    23,977Cash and cash equivalents, end of period
    
    $
    12,720
    
    
    $
    11,370Non-cash activities:Transfer of inventory to property and equipment
    
    $
    254
    
    
    $
    236Retirement of treasury shares held
    
    
    
    
    
    
    2,596Deferred compensation on options forfeited
    
    
    
    
    
    
    94
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ENDOCARE, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Tabular numbers in thousands, except per share data)

(Unaudited)
 1. Organization and Operations of the Company
  2. Basis of Presentation
   3. Changes to Plan of Sale  Timm Medical
 Accounting for the Impairment or Disposal of
Long-Lived Assets
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4. Private Placement of Common Stock and Warrants
  Accounting for Derivative Financial Instruments Indexed
To, and Potentially Settled In a Companys Own Stock
    5. Net Loss Per Share
  6. Stock-Based Compensation
 Accounting for
Stock Issued to Employees,
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Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods and Services.
 , Accounting for Stock-Based Compensation  Transition and Disclosure,
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net loss, as reported
    
    $
    (3,743
    )
    
    $
    (5,620
    )
    
    $
    (7,598
    )
    
    $
    (14,243
    )Reconciling items:Add: Stock-based employee
compensation expense
determined under the
intrinsic-value-based method
for all awards
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    13Less: Stock-based
compensation expense
determined under the
fair-value-based method for
all awards expense
    
    
    (919
    )
    
    
    (759
    )
    
    
    (1,820
    )
    
    
    (1,356
    )Net adjustment
    
    
    (919
    )
    
    
    (755
    )
    
    
    (1,820
    )
    
    
    (1,343
    )Net loss, as adjusted
    
    $
    (4,662
    )
    
    $
    (6,375
    )
    
    $
    (9,418
    )
    
    $
    (15,586
    )Basic and diluted loss per share:As reported
    
    $
    (0.12
    )
    
    $
    (0.23
    )
    
    $
    (0.26
    )
    
    $
    (0.59
    )As adjusted
    
    $
    (0.16
    )
    
    $
    (0.27
    )
    
    $
    (0.33
    )
    
    $
    (0.65
    )
 Share-Based Payment Accounting for Stock Based Compensation
   8




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7. Inventories
   June 30,
    
    December 31,2005
    
    2004Raw materials
    
    $
    1,981
    
    
    $
    1,727Work in process
    
    
    390
    
    
    
    446Finished goods
    
    
    1,939
    
    
    
    1,560Total inventories
    
    
    4,310
    
    
    
    3,733Less inventory reserve
    
    
    (556
    )
    
    
    (558
    )Inventories, net
    
    $
    3,754
    
    
    $
    3,175
 8. Commitments and Contingencies
 Legal Matters
   9




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9. Income Taxes
  10. Results of Operations
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues:Cryocare Surgical Systems
    
    $
    120
    
    
    $
    121
    
    
    $
    263
    
    
    $
    248Cryoablation disposable products and procedure fees
    
    
    6,557
    
    
    
    5,948
    
    
    
    13,046
    
    
    
    11,009Cardiac royalties (CryoCath)
    
    
    230
    
    
    
    162
    
    
    
    441
    
    
    
    293Erectile dysfunction products (Timm Medical)
    
    
    2,171
    
    
    
    2,081
    
    
    
    4,455
    
    
    
    4,144$
    9,078
    
    
    $
    8,312
    
    
    $
    18,205
    
    
    $
    15,694Cost of Revenues:Cryocare Surgical Systems
    
    $
    158
    
    
    $
    38
    
    
    $
    315
    
    
    $
    82Cryoablation disposable products and procedure fees
    
    
    3,765
    
    
    
    3,240
    
    
    
    7,795
    
    
    
    6,526Cardiac royalties (CryoCath)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Erectile dysfunction products (Timm Medical)
    
    
    657
    
    
    
    1,035
    
    
    
    1,537
    
    
    
    1,939$
    4,580
    
    
    $
    4,313
    
    
    $
    9,647
    
    
    $
    8,547
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Disposable products
    
    $
    1,689
    
    
    $
    1,302
    
    
    $
    2,809
    
    
    $
    2,689Procedure fees
    
    
    4,868
    
    
    
    4,646
    
    
    
    10,237
    
    
    
    8,320$
    6,557
    
    
    $
    5,948
    
    
    $
    13,046
    
    
    $
    11,009
  11. Recent Accounting Pronouncements
 Accounting Changes and Error Corrections Accounting
Changes Reporting Changes in Interim Financial Statements
 11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The following discussion and analysis should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto included in Part I  Item 1 of this
report, and the audited consolidated financial statements and notes thereto, and Managements
Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2004, as amended.
 This discussion contains forward-looking statements based on our current expectations. There
are various factors  many beyond our control  that could cause our actual results or the
occurrence or timing of expected events to differ materially from those anticipated in these
forward-looking statements. Some of these factors are described below and other factors are
described elsewhere in this Quarterly Report on Form 10-Q or in our Annual Report on Form 10-K
referred to above. In addition, there are factors not described in this Quarterly Report on Form
10-Q or in our Annual Report on Form 10-K that could cause our actual results or the occurrence or
timing of expected events to differ materially from those anticipated in these forward-looking
statements. All forward-looking statements included in this Quarterly Report on Form 10-Q are
based on information available to us as of the date hereof, and we assume no obligation to update
any such forward-looking statements.
 Strategy, Key Metrics and Developments
     
    
    increased awareness and acceptance of cryoablation by industry thought leaders;
    
    continued publication of clinical follow up data on the effectiveness of cryoablation,
including recently published 10-year data resulting from a study conducted by an affiliate
of Roper Hospital in Charleston, South Carolina;
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
    
    increased awareness among patients of cryoablation and its preferred outcomes as
compared to other modalities;
    
    the effectiveness of our dedicated cryoablation sales force; and
    
    our continued expenditure of funds on patient education and advocacy.
 Results of Operations
  Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Revenues:Cryocare Surgical Systems
    
    $
    120
    
    
    $
    121
    
    
    $
    263
    
    
    $
    248Cryoablation disposable products and procedure fees
    
    
    6,557
    
    
    
    5,948
    
    
    
    13,046
    
    
    
    11,009Cardiac royalties (CryoCath)
    
    
    230
    
    
    
    162
    
    
    
    441
    
    
    
    293Erectile dysfunction products (Timm Medical)
    
    
    2,171
    
    
    
    2,081
    
    
    
    4,455
    
    
    
    4,144$
    9,078
    
    
    $
    8,312
    
    
    $
    18,205
    
    
    $
    15,694Cost of Revenues:Cryocare Surgical Systems
    
    $
    158
    
    
    $
    38
    
    
    $
    315
    
    
    $
    82Cryoablation disposable products and procedure fees
    
    
    3,765
    
    
    
    3,240
    
    
    
    7,795
    
    
    
    6,526Cardiac royalties (CryoCath)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Erectile dysfunction products (Timm Medical)
    
    
    657
    
    
    
    1,035
    
    
    
    1,537
    
    
    
    1,939$
    4,580
    
    
    $
    4,313
    
    
    $
    9,647
    
    
    $
    8,547
   Three months ended
    
    Six months endedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Disposable products
    
    $
    1,689
    
    
    $
    1,302
    
    
    $
    2,809
    
    
    $
    2,689Procedure fees
    
    
    4,868
    
    
    
    4,646
    
    
    
    10,237
    
    
    
    8,320$
    6,557
    
    
    $
    5,948
    
    
    $
    13,046
    
    
    $
    11,009
    13




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Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004
 Revenues.
    Cost of Revenues.
 14




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Gross Margins.
 Research and Development Expenses.
 Sales and Marketing Expenses.
 General and Administrative Expenses.
 Interest Income, Net
 Net Loss.
 Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004
 Revenues.
 15




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Cost of Revenues.
  Gross Margins. Gross
 Research and Development.
 Sales and Marketing.
 General and Administrative Expenses.
 Impairment Charge
 16




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Interest Income, Net.
 Minority Interests.
 Net Loss.
 Liquidity and Capital Resources
       17




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Risks Related to Our Business
 The risks and uncertainties described below are not the only ones we face. For information
regarding other risks related to our business, please see Risks Related to Our Business in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as amended. Furthermore, additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also
impair our operations. The occurrence of any of these risks could harm our business. In that
case, the trading price of our common stock could decline, and you may lose all or part of your
investment.
 We face risks related to investigations by the SEC and DOJ.
   Our management members have spent considerable time and effort dealing with internal and
external investigations.
  Our success will depend on our ability to attract and retain key personnel.
  Future sales of shares of our common stock may negatively affect our stock price.
  18




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Our common stock was delisted from the Nasdaq Stock Market and, as a result, trading of our
common stock has become more difficult.
   In order to qualify our stock for relisting, we may effectuate a reverse stock split, which
could adversely affect our stockholders.
  i.e.,
 19




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Changes in Internal Controls.
 20




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   Number of SharesFor
    
    AbstainJohn R. Daniels, M.D.
    
    
    23,543,327
    
    
    
    38,860Craig T. Davenport
    
    
    23,183,142
    
    
    
    399,045David L. Goldsmith
    
    
    23,543,327
    
    
    
    38,860Eric S. Kentor
    
    
    23,542,802
    
    
    
    39,385Terrence A. Noonan
    
    
    23,543,327
    
    
    
    38,860Michael J. Strauss, M.D
    
    
    23,179,412
    
    
    
    402,775Thomas R. Testman
    
    
    23,543,327
    
    
    
    38,860
  Number ofSharesFor
    
    
    23,569,245Against
    
    
    12,302Abstain
    
    
    640
 
 Item 5. Other Information
  21




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Item 6. Exhibits.
 ExhibitNo.
    
    Description2.1(1)
    
    Agreement and Plan of Reorganization dated February 21, 2002, by and among the Company,
Technologies, Inc., TMT Acquisition Corporation and certain stockholders of Timm Medical
Technologies, Inc. Certain schedules and other attachments to this exhibit were omitted.
We agree to furnish supplementally a copy of any omitted schedules or attachments to the
Commission upon request.2.2(2)
    
    Agreement and Plan of Merger dated June 30, 1999, by and among the Company, Advanced
Medical Procedures, Inc., Advanced Medical Procedures, L.L.C., Gary M. Onik, M.D., Robert
F. Byrnes and Jerry Anderson. Certain schedules and other attachments to this exhibit
were omitted. We agree to furnish supplementally a copy of any omitted schedules or
attachments to the Commission upon request.2.3(3)
    
    Asset Purchase Agreement, dated February 6, 2002, by and between the Company and Gary M.
Onik, M.D. Certain schedules and other attachments to this exhibit were omitted. We agree
to furnish supplementally a copy of any omitted schedules or attachments to the Commission
upon request.2.4(3)
    
    Asset Purchase Agreement dated May 28, 2002, by and among the Company and Cryomedical
Sciences, Inc. Certain schedules and other attachments to this exhibit were omitted. We
agree to furnish supplementally a copy of any omitted schedules or attachments to the
Commission upon request.2.5(4)
    
    Partnership and Limited Liability Company Membership Interest Purchase Agreement, dated as
of August 12, 2002, by and among Endocare, Inc. and U.S. Medical Development, Inc.,
U.S.M.D., Ltd. and U.S.M.D. I, L.L.C. Certain schedules and exhibits referenced in this
exhibit have been omitted. We agree to furnish supplementally a copy of any omitted
schedules or attachments to the Commission upon request.2.6(5)
    
    Amendment No. 1 to Partnership and Limited Liability Company Membership Interest Purchase
Agreement, dated as of August 12, 2002, by and among Endocare, Inc. and U.S. Medical
Development, Inc., U.S.M.D., Ltd. and U.S.M.D. I, L.L.C.2.7(6)
    
    Agreement of Purchase and Sale, dated as of April 7, 2003, by and among American Medical
Systems, Inc., the Company and Timm Medical Technologies, Inc.2.8(7)*
    
    Asset Purchase and Technology License Agreement, dated as of April 29, 2003, by and
between the Company and CryoCathTechnologies Inc.2.9(8)
    
    Agreement of Purchase and Sale, dated as of October 15, 2003, by and between SRS Medical
Corp. and Timm Medical Technologies, Inc.2.10(9)
    
    Amendment No. 2 to Partnership and Limited Liability Company Membership Interest Purchase
Agreement, dated as of February 27, 2004, by and among Endocare, Inc. and U.S. Medical
Development, Inc., U.S.M.D., Ltd. and U.S.M.D. I, L.L.C.2.11(9)
    
    Service Fee Agreement, dated as of February 26, 2004, by and among Endocare, Inc. and the
Limited Partners of Mid-America Cryotherapy, L.P.2.12(9)
    
    First Amendment to Agreement of Purchase and Sale, dated as of March 25, 2004, by and
between SRS Medical Corp. and Timm Medical Technologies, Inc.2.13(10)
    
    First Amendment to Asset Purchase Agreement, dated as of August 18, 2004, by and between
Endocare, Inc. and Gary Onik, M.D.3.1(2)
    
    Certificate of Amendment of Restated Certificate of Incorporation of the Company.3.2(2)
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of the Company.3.3(2)
    
    Restated Certificate of Incorporation.3.4(11)
    
    Amended and Restated Bylaws of the Company.
 22




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##### Table of Contents



ExhibitNo.
    
    Description4.1(12)
    
    Form of Stock Certificate.4.2(13)
    
    Form of Series A Warrant.4.3(13)
    
    Form of Series B Warrant.4.4(14)
    
    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(15)
    
    Amendment No. 1 to Rights Agreement, dated as of June 24, 2005, between the Company and
U.S. Stock Transfer Corporation.10.1(16)
    
    First Amendment to Employment Agreement with Craig T. Davenport, dated as of April 28,
2005.31.1
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Craig T. Davenport.31.2
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Michael R. Rodriguez.32.1
    
    Certification under Section 906 of the Sarbanes-Oxley Act of 2002 for Craig T. Davenport.32.2
    
    Certification under Section 906 of the Sarbanes-Oxley Act of 2002 for Michael R. Rodriguez.
  
 
    
    Management contract or compensatory plan or arrangement(1)
    
    Previously filed as exhibits to our Form 8-K filed on March 5, 2002.(2)
    
    Previously filed as exhibits to our Registration Statement on Form S-3 filed on September 20,
2001.(3)
    
    Previously filed as exhibits to our Form 10-Q filed on August 14, 2002.(4)
    
    Previously filed as exhibits to our Form 8-K filed on August 16, 2002.(5)
    
    Previously filed as an exhibit to our Form 8-K filed on October 15, 2002.(6)
    
    Previously filed as an exhibit to our Form 8-K filed on April 22, 2003.(7)
    
    Previously filed as an exhibit to our Form 8-K filed on April 29, 2003.(8)
    
    Previously filed as an exhibit to our Form 8-K filed on October 20, 2003.(9)
    
    Previously filed as an exhibit to our Form 10-Q filed on May 10, 2004.(10)
    
    Previously filed as an exhibit to our Form 10-Q filed on November 9, 2004.(11)
    
    Previously filed as an exhibit to our Form 10-K filed on March 15, 2004.(12)
    
    Previously filed as an exhibit to our Form 10-K for the year ended December 31, 1995.(13)
    
    Previously filed as an exhibit to our Form 8-K filed on March 16, 2005.(14)
    
    Previously filed as an exhibit to our Form 8-K filed on June 3, 1999.(15)
    
    Previously filed as an exhibit to our Form 8-K filed on June 28, 2005.(16)
    
    Previously filed as an exhibit to our Form 8-K filed on May 3, 2005. 23




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##### Table of Contents



SIGNATURES
  ENDOCARE, INC.By:
    
    /s/ CRAIG T. DAVENPORTCraig T. DavenportChief Executive Officer andChairman of the Board(Duly Authorized Officer)By:
    
    /s/ MICHAEL R. RODRIGUEZMichael R. RodriguezSenior Vice President, Finance andChief Financial Officer(Principal Financial and Accounting Officer)Date: August 9, 2005
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description2.1(1)
    
    Agreement and Plan of Reorganization dated February 21, 2002, by and among the Company,
Technologies, Inc., TMT Acquisition Corporation and certain stockholders of Timm Medical
Technologies, Inc. Certain schedules and other attachments to this exhibit were omitted.
We agree to furnish supplementally a copy of any omitted schedules or attachments to the
Commission upon request.2.2(2)
    
    Agreement and Plan of Merger dated June 30, 1999, by and among the Company, Advanced
Medical Procedures, Inc., Advanced Medical Procedures, L.L.C., Gary M. Onik, M.D., Robert
F. Byrnes and Jerry Anderson. Certain schedules and other attachments to this exhibit
were omitted. We agree to furnish supplementally a copy of any omitted schedules or
attachments to the Commission upon request.2.3(3)
    
    Asset Purchase Agreement, dated February 6, 2002, by and between the Company and Gary M.
Onik, M.D. Certain schedules and other attachments to this exhibit were omitted. We
agree to furnish supplementally a copy of any omitted schedules or attachments to the
Commission upon request.2.4(3)
    
    Asset Purchase Agreement dated May 28, 2002, by and among the Company and Cryomedical
Sciences, Inc. Certain schedules and other attachments to this exhibit were omitted. We
agree to furnish supplementally a copy of any omitted schedules or attachments to the
Commission upon request.2.5(4)
    
    Partnership and Limited Liability Company Membership Interest Purchase Agreement, dated as
of August 12, 2002, by and among Endocare, Inc. and U.S. Medical Development, Inc.,
U.S.M.D., Ltd. and U.S.M.D. I, L.L.C. Certain schedules and exhibits referenced in this
exhibit have been omitted. We agree to furnish supplementally a copy of any omitted
schedules or attachments to the Commission upon request.2.6(5)
    
    Amendment No. 1 to Partnership and Limited Liability Company Membership Interest Purchase
Agreement, dated as of August 12, 2002, by and among Endocare, Inc. and U.S. Medical
Development, Inc., U.S.M.D., Ltd. and U.S.M.D. I, L.L.C.2.7(6)
    
    Agreement of Purchase and Sale, dated as of April 7, 2003, by and among American Medical
Systems, Inc., the Company and Timm Medical Technologies, Inc.2.8(7)*
    
    Asset Purchase and Technology License Agreement, dated as of April 29, 2003, by and
between the Company and CryoCathTechnologies Inc.2.9(8)
    
    Agreement of Purchase and Sale, dated as of October 15, 2003, by and between SRS Medical
Corp. and Timm Medical Technologies, Inc.2.10(9)
    
    Amendment No. 2 to Partnership and Limited Liability Company Membership Interest Purchase
Agreement, dated as of February 27, 2004, by and among Endocare, Inc. and U.S. Medical
Development, Inc., U.S.M.D., Ltd. and U.S.M.D. I, L.L.C.2.11(9)
    
    Service Fee Agreement, dated as of February 26, 2004, by and among Endocare, Inc. and the
Limited Partners of Mid-America Cryotherapy, L.P.2.12(9)
    
    First Amendment to Agreement of Purchase and Sale, dated as of March 25, 2004, by and
between SRS Medical Corp. and Timm Medical Technologies, Inc.2.13(10)
    
    First Amendment to Asset Purchase Agreement, dated as of August 18, 2004, by and between
Endocare, Inc. and Gary Onik, M.D.3.1(2)
    
    Certificate of Amendment of Restated Certificate of Incorporation of the Company.3.2(2)
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of the Company.3.3(2)
    
    Restated Certificate of Incorporation.
 25




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##### Table of Contents



ExhibitNo.
    
    Description3.4(11)
    
    Amended and Restated Bylaws of the Company.4.1(12)
    
    Form of Stock Certificate.4.2(13)
    
    Form of Series A Warrant.4.3(13)
    
    Form of Series B Warrant.4.4(14)
    
    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(15)
    
    Amendment No. 1 to Rights Agreement, dated as of June 24, 2005, between the Company and
U.S. Stock Transfer Corporation.10.1(16)
    
    First Amendment to Employment Agreement with Craig T. Davenport, dated as of April 28,
2005.31.1
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Craig T. Davenport.31.2
    
    Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Michael R. Rodriguez.32.1
    
    Certification under Section 906 of the Sarbanes-Oxley Act of 2002 for Craig T. Davenport.32.2
    
    Certification under Section 906 of the Sarbanes-Oxley Act of 2002 for Michael R. Rodriguez.
  
 
    
    Management contract or compensatory plan or arrangement(1)
    
    Previously filed as exhibits to our Form 8-K filed on March 5, 2002.(2)
    
    Previously filed as exhibits to our Registration Statement on Form S-3 filed on September 20,
2001.(3)
    
    Previously filed as exhibits to our Form 10-Q filed on August 14, 2002.(4)
    
    Previously filed as exhibits to our Form 8-K filed on August 16, 2002.(5)
    
    Previously filed as an exhibit to our Form 8-K filed on October 15, 2002.(6)
    
    Previously filed as an exhibit to our Form 8-K filed on April 22, 2003.(7)
    
    Previously filed as an exhibit to our Form 8-K filed on April 29, 2003.(8)
    
    Previously filed as an exhibit to our Form 8-K filed on October 20, 2003.(9)
    
    Previously filed as an exhibit to our Form 10-Q filed on May 10, 2004.(10)
    
    Previously filed as an exhibit to our Form 10-Q filed on November 9, 2004.(11)
    
    Previously filed as an exhibit to our Form 10-K filed on March 15, 2004.(12)
    
    Previously filed as an exhibit to our Form 10-K for the year ended December 31, 1995.(13)
    
    Previously filed as an exhibit to our Form 8-K filed on March 16, 2005.(14)
    
    Previously filed as an exhibit to our Form 8-K filed on June 3, 1999.(15)
    
    Previously filed as an exhibit to our Form 8-K filed on June 28, 2005.(16)
    
    Previously filed as an exhibit to our Form 8-K filed on May 3, 2005. 26