Filed Pursuant to Rule 424(b)(3)
Registration No. 333-156921
PROXY
STATEMENT/PROSPECTUS SUPPLEMENT DATED MAY 28, 2009
(TO PROXY STATEMENT/PROSPECTUS DATED MAY 5, 2009)
This supplement no. 2 (this Supplement) to the proxy/statement prospectus of Endocare, Inc.
(Endocare), dated May 5, 2009, is being filed for
the purpose of informing Endocare stockholders (i) of the status of the Endocare board of directors review of the written proposal of
HealthTronics, Inc. (HealthTronics) to purchase all of Endocares outstanding common stock for
$1.25 per share, with Endocare stockholders having the ability to elect to receive either cash or
HealthTronics common stock as consideration (the April 2009 HealthTronics Proposal) and (ii)
that the special meeting of Endocare stockholders scheduled to be held on June 5, 2009 has been
postponed.
At this time, in the exercise of its fiduciary duties, the Endocare board of directors
continues to assess the April 2009 HealthTronics Proposal. As previously disclosed, upon
concluding its evaluation of the April 2009 HealthTronics Proposal, should the Endocare board of
directors determine that the April 2009 HealthTronics Proposal is not a Superior Proposal under
the Merger Agreement with Galil Medical Ltd. (Galil), the Endocare board of directors will
promptly provide Endocares stockholders with all additional information material to the
stockholders regarding its evaluation, including the reasons underlying the Endocare board of
directors conclusions regarding the Galil Merger and the April 2009 HealthTronics Proposal and the
advantages of the Galil Merger over the April 2009 HealthTronics Proposal, through the filing and
distribution to Endocare stockholders of an additional supplement to the proxy
statement/prospectus. Endocare will distribute a new proxy card to
its stockholders along with the prospectus supplement. Endocare will provide its stockholders with at least 10 calendar days from
the date the prospectus supplement containing the Endocare board of directors conclusions
regarding the Galil Merger and the April 2009 HealthTronics Proposal is mailed prior to holding its
special meeting. Because the Endocare board of directors has not completed its assessment of the
April 2009 HealthTronics Proposal at this time, Endocare is postponing the special meeting
currently scheduled for June 5, 2009. Endocare will announce the new date on which the special
meeting will be held in the prospectus supplement setting forth the Endocare board of directors
final conclusions regarding the Galil Merger and the April 2009
HealthTronics Proposal, or in an earlier prospectus supplement.
Endocare stockholders should understand that, until they have received the prospectus
supplement, they may not have the most up-to-date information regarding the Endocare board of
directors evaluation of the April 2009 HealthTronics Proposal and should consider waiting to
provide their proxies for the Endocare special meeting until the Endocare board of directors
announces its determination with respect to the April 2009 HealthTronics Proposal. There can be no
assurances that the Endocare board of directors will determine that the April 2009 HealthTronics
Proposal constitutes a Superior Proposal or, if it makes such a determination, that a transaction
with HealthTronics will be consummated. The Endocare board of directors has not determined that the
April 2009 HealthTronics Proposal is in fact a Superior Proposal. At this time, the Endocare board
of directors continues to believe that Endocares Merger with Galil is in the best interests of
Endocare and its stockholders.
This Supplement should be read together with the matters set forth in the proxy
statement/prospectus and the annexes thereto. Capitalized terms used in this Supplement and not
otherwise defined herein have the meanings ascribed to them in the proxy statement/prospectus.
Endocare stockholders and Galil shareholders may obtain additional copies of the proxy
statement/prospectus and copies of this Supplement without charge by writing or calling Endocare at
the following address or telephone number.
Corporate Secretary
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
(949) 450-5400
This
Supplement is dated May 28, 2009.