sc13gza

0000950134-06-002815.txt : 20060214 0000950134-06-002815.hdr.sgml : 20060214 20060214110629 ACCESSION NUMBER: 0000950134-06-002815 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: BC ADVISORS LLC GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: PATRICK P WALKER GROUP MEMBERS: REID S WALKER GROUP MEMBERS: SRB MANAGEMENT LP GROUP MEMBERS: STEVEN R BECKER GROUP MEMBERS: WS CAPITAL MANAGEMENT LP GROUP MEMBERS: WS VENTURES MANAGEMENT LP GROUP MEMBERS: WSV MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENDOCARE INC CENTRAL INDEX KEY: 0001003464 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330618093 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50293 FILM NUMBER: 06608708 BUSINESS ADDRESS: STREET 1: 201 TECHNOLOGY DRIVE STREET 2: # CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 8004184677 MAIL ADDRESS: STREET 1: 201 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 d32885lsc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2006
	Estimated average burden hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Endocare, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29264P104

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who 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.

Person Authorized to Receive Notices and Communications:

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400


CUSIP No.		29264P104		Page		2		of		19


1	NAMES OF REPORTING PERSONS: WS Capital, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,195,345

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,195,345

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,195,345

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/OO


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		3		of		19


1	NAMES OF REPORTING PERSONS: WS Capital Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,195,345

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,195,345

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,195,345

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/PN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		4		of		19


1	NAMES OF REPORTING PERSONS: WSV Management, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			310,386

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			310,386

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	310,386

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/OO


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		5		of		19


1	NAMES OF REPORTING PERSONS: WS Ventures Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			310,386

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			310,386

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	310,386

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/PN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		6		of		19


1	NAMES OF REPORTING PERSONS: Reid S. Walker

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,505,731

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,505,731

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,505,731

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/IN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		7		of		19


1	NAMES OF REPORTING PERSONS: G. Stacy Smith

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			1,505,731

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,505,731

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,505,731

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/IN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		8		of		19


1	NAMES OF REPORTING PERSONS: Patrick P. Walker

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			310,386

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			310,386

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	310,386

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.0%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/IN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		9		of		19


1	NAMES OF REPORTING PERSONS: BC Advisors, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			563,821

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			563,821

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	563,821

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/CO


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		10		of		19


1	NAMES OF REPORTING PERSONS: SRB Management, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			563,821

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			563,821

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	563,821

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA/PN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.


CUSIP No.		29264P104		Page		11		of		19


1	NAMES OF REPORTING PERSONS: Steven R. Becker

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			563,821

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			563,821

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	563,821

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.8%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC/IN


^*		Based on 30,073,519 shares of common stock issued and outstanding on October 24, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q filed for the quarter ended on September 30, 2005.

This Amendment No. 1 to Schedule 13G relates to the common stock (“Common Stock”) of Endocare, Inc. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”), and (iii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the investment manager for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.


Item 1(a)	Name of Issuer:

	Endocare, Inc.

Item 1(b)	Address of Issuer’s Principal Executive Offices:

	201 Technology Drive
	Irvine, CA 92618

Item 2(a)	Names of Persons Filing:

	See Item 1 of each cover page.

Item 2(b)	Address of Principal Business Offices:

	300 Crescent Court, Suite 1111
	Dallas, Texas 75201

Item 2(c)	Citizenship:

	See Item 4 of each cover page.

Item 2(d)	Title of Class of Securities:

	Common Stock, par value $0.001 per share

Item 2(e)	CUSIP Number:

	29264P104

Item 3	Status of Persons Filing:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Exhibit 1 - Page 12


	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4	Ownership:
	(a)	Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,505,731 shares of Common Stock, which includes (i) 393,075 shares of Common Stock and currently exercisable warrants to purchase 802,270 shares of Common Stock beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 101,826 shares of Common Shares and currently exercisable warrants to purchase 208,560 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.

		Patrick P. Walker is the beneficial owner of 101,826 shares of Common Stock and currently exercisable warrants to purchase 208,560 shares of Common Stock owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.

		WS Capital and WSC Management are the beneficial owners of 393,075 shares of Common Stock and currently exercisable warrants to purchase 802,270 shares of Common Stock for the accounts of WSC, WSCQP and WS International.

		WSV and WSVM are the beneficial owners of 101,826 shares of Common Stock and currently exercisable warrants to purchase 208,560 shares of Common Stock for the accounts of WSO, WSOQP and WSO International.

		Steven R. Becker is the beneficial owner of 184,759 shares of Common Stock and currently exercisable warrants to purchase 379,062 shares of Common Stock beneficially owned by BCA and SRB Management for the accounts of SRBGC, SRBQP and SRB Offshore.

		BCA and SRB Management are the beneficial owners of 184,759 shares of Common Stock and currently exercisable warrants to purchase 208,560 shares of Common Stock for the accounts of SRBGC, SRBQP and SRB Offshore.

	(b)	Percent of class:

		See Item 11 of each cover page.

	(c)	Number of shares as to which each person has:
		(i)	sole power to vote or to direct the vote:

			See Item 5 of each cover page.

		(ii)	shared power to vote or to direct the vote:

			See Item 6 of each cover page.

		(iii)	sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page.

		(iv)	shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page.

Exhibit 1 - Page 13


Item 5		Ownership of 5% or Less of a Class:

		Not applicable.

Item 6		Ownership of More than 5% on Behalf of Another Person:

		Not applicable.

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock owned by WSC Management’s clients.

		WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock owned by WSV’s clients.

		SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock owned by SRB Management’s clients.

Item 8		Identification and Classification of Members of the Group:

		Not applicable.

Item 9		Notice of Dissolution of Group:

		Not applicable.

Item 10		Certification:

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibit 1 - Page 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2006


	WS CAPITAL, L.L.C.
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WS CAPITAL MANAGEMENT, L.P. By: WS Capital, L.L.C., its general partner
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WSV MANAGEMENT, L.L.C.
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WS VENTURES MANAGEMENT, L.P. By: WSV Management, L.L.C., its general partner
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member



	/s/ Reid S. Walker
	REID S. WALKER



	/s/ G. Stacy Smith
	G. STACY SMITH



	/s/ Patrick P. Walker
	PATRICK P. WALKER


	BC ADVISORS, LLC
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member

Exhibit 1 - Page 15


	SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member



	/s/ Steven R. Becker
	STEVEN R. BECKER

Exhibit 1 - Page 16

EXHIBITS


Exhibit 1		Joint Filing Agreement, dated February 14, 2006, entered into by and among WS Capital, L.L.C., WS Capital Management, WSV Management, L.L.C., WS Ventures Management, L.P., Reid S. Walker, G. Stacy Smith, Patrick P. Walker, BC Advisors, LLC, SRB Management, L.P., and Steven R. Becker.

Exhibit 1 - Page 17

EX-99.1 2 d32885lexv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Endocare, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2006.


	WS CAPITAL, L.L.C.
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WS CAPITAL MANAGEMENT, L.P. By: WS Capital, L.L.C., its general partner
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WSV MANAGEMENT, L.L.C.
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member


	WS VENTURES MANAGEMENT, L.P. By: WSV Management, L.L.C., its general partner
	By:	/s/ Reid S. Walker
		Reid S. Walker, Member



	/s/ Reid S. Walker
	REID S. WALKER



	/s/ G. Stacy Smith
	G. STACY SMITH



	/s/ Patrick P. Walker
	PATRICK P. WALKER

Exhibit 1 - Page 18


	BC ADVISORS, LLC
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member


	SRB MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner
	By:	/s/ Steven R. Becker
		Steven R. Becker, Member



	/s/ Steven R. Becker
	STEVEN R. BECKER

Exhibit 1 - Page 19