UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2009
Endocare, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15063
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33-0618093 |
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
201 Technology Drive
Irvine, California 92618
(Address of principal executive offices)
949-450-5400
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 3.03 below is incorporated by reference herein.
Item 3.03 Material Modification to Rights of Security Holders.
On June 8, 2009, Endocare, Inc. (the Company) entered into Amendment No. 3 to Rights Agreement,
dated June 8, 2009 (the Amendment), between the Company and Computershare Trust Company, N.A., as
successor rights agent, which amended the Rights Agreement, dated March 31, 1999, between the
Company and U.S. Stock Transfer Corporation (as previously amended, the Rights Agreement).
The Amendment excludes from the definition of Acquiring Person in the Rights Agreement,
HealthTronics, Inc., a Georgia corporation (HealthTronics), HT Acquisition, Inc., a Delaware
corporation (HT Acquisition), and any other wholly owned subsidiary of HealthTronics solely to
the extent that shares of the Companys common stock are purchased pursuant to and in accordance
with that certain Agreement and Plan of Merger, dated as of June 7, 2009, by and among the Company,
HT Acquisition and HealthTronics (as such agreement may be amended from time to time in accordance
with its terms), and provides for certain other related revisions.
The foregoing description of the Amendment does not purport to be complete and is qualified in its
entirety by reference to the Amendment. A copy of the Amendment is attached hereto as Exhibit 4.1
and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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4.1
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Amendment No. 3 to Rights Agreement, dated
June 8, 2009, between the Company and
Computershare Trust Company, N.A., as
successor Rights Agent to U.S. Stock
Transfer Corporation. |