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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[X] Soliciting Material Pursuant to Section 240.14a-12
ENDOCARE, INC.
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(Name of Registrant as Specified In Its Charter)
THE COMMITTEE TO REVITALIZE ENDOCARE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Not applicable
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2) Aggregate number of securities to which transaction applies:
Not applicable
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
Not applicable
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4) Proposed maximum aggregate value of transaction:
Not applicable
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
Not applicable
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
The Committee to Revitalize Endocare has issued the following press release:
* * * *
CONTACTS:
LARRY DENNEDY
- OR -
CHARLIE KOONS
MACKENZIE PARTNERS
212-929-5500
THE COMMITTEE TO REVITALIZE ENDOCARE COMMENTS ON ENDOCARE'S FAILURE TO RELEASE
AUDITED FINANCIAL STATEMENTS.
JUNE 26, 2003
ARCADIA, CA, JUNE 26, 2003 - The Committee to Revitalize Endocare today
commented on Endocare's [OTC:ENDO.PK] announcement that it will further delay
the release of current financial statements and that it now intends to re-audit
2000 financial statements.
With only five days remaining in June, Endocare announced another delay in the
release of its financial information, failing to fulfill its promise to
stockholders to release financial statements by June. On April 2, 2003,
Endocare's directors and officers had promised to release re-audited 2001
financial statements and to cure its failure to file most of its 2002 financial
statements no later than June. In its June 25, 2003 press release, Endocare
stated that it has not yet completed the re-audit of 2001, the audit of 2002,
and that it will now re-audit 2000 financial statements.
In addition, in its June 25, 2003 press release, Endocare did not indicate when
its historical or current financial statements would be released, when it will
release its annual and quarterly reports, if the audit of 2000 numbers was
requested by its auditor, and whether restatements of the previously reported
financial statements should be expected. Endocare has also not indicated when it
will begin to file financial statements for 2003.
Endocare first delayed releasing financial statements on October 30, 2002
indicating only that the Company was reviewing Q3 2002 results. On December 12,
2002, Endocare announced that KPMG had withdrawn its audit report for 2001
financials and had informed the company's Audit Committee that in its view
financial statements for Q1 and Q2 2002 should not be relied upon. Later, on
March 14, 2003, Endocare announced that it had fired KPMG. Endocare has not
filed financial statements since its Q2 2002 financials were filed on August 14,
2002.
Given Endocare's announcement that it will be re-auditing 2000 and 2001
financial statements, the most current reliable financial statements for the
company appear to be from 1999.
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Endocare is also being investigated by the Securities and Exchange Commission
and the Department of Justice and is being sued by its stockholders in a
securities law class action lawsuit. Endocare has also lost its listing on the
NASDAQ national market.
Dr. Douglas Chinn, a nominee for director and Chief Medical Officer for the
Committee to Revitalize Endocare, said: "Endocare's Board and officers have been
reviewing and re-auditing the financial statements for eight months with the
promise of completion in June. Now, we find out that not only will they not make
their June deadline, but they will also expand their review to the 2000
financial statements. We question why they either did not know or did not
disclose the re-audit of 2000 earlier in the process."
David Eller, a nominee for director and Chief Executive Officer for the
Committee to Revitalize Endocare, stated "Endocare's most recent announcement
demonstrates the need for a change in the leadership of Endocare. Given the
continued delays, we believe that Endocare's directors and officers should have
told the stockholders and the markets the facts which led Endocare to re-audit
its 2000 financial statements. The Board's and officers' continuing failure to
release current information about Endocare will cause us to intensify our
efforts to bring new leadership to Endocare."
The Committee to Revitalize Endocare was formed to bring leadership change to
Endocare to improve management of Endocare and to enhance stockholder value.
Information concerning the members of the Committee to Revitalize Endocare, who
are participants in the solicitation of proxies for the election of the
Committee's nominees to the Endocare Board of Directors, can be found in
Amendment No. 1 to the Committee's Preliminary Proxy Statement on Schedule 14A
filed by the Committee with the Securities and Exchange Commission (the "SEC")
on June 17, 2003.
STOCKHOLDERS OF ENDOCARE ARE ADVISED TO READ THE COMMITTEE'S DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH THE COMMITTEE'S SOLICITATION OF PROXIES FROM
ENDOCARE STOCKHOLDERS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION.
Stockholders of Endocare and other interested parties may obtain, free of
charge, copies of Amendment No. 1 to the Preliminary Proxy Statement and the
Definitive Proxy Statement (when available) and any other documents filed by the
Committee with the SEC, at the SEC's Internet website at www.sec.gov. Amendment
No. 1 to the Preliminary Proxy Statement and the Definitive Proxy Statement
(when available) and these other documents may also be obtained free of charge
by contacting MacKenzie Partners at (800) 322-2885.
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Source: The Committee to Revitalize Endocare
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