Endocare, Inc. (fka ENDO)

[ScovilleUnits]

S-4/A, Business Combination of Endocare & Galil Medical Ltd.

PROXY STATEMENT/PROSPECTUS OF ENDOCARE, INC.

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=6207534

Following paragraph copy/paste from above link ... "Concurrent with the execution of the Merger Agreement, Endocare and certain existing institutional accredited stockholders of Endocare and Galil entered into a stock purchase agreement (the “Stock Purchase Agreement”), relating to the private placement by Endocare of up to 16,250,000 shares of Endocare common stock at a purchase price of $1.00 per share (the “Financing”). The offering proceeds to Endocare from the Financing are expected to be $16,250,000. The closing of the Financing is subject to the concurrent closing of the Merger and certain other conditions. Upon consummation of the Merger and the Financing and attributing ownership to Galil’s shareholders of the Escrow Shares, existing Endocare stockholders will own approximately 38.5% of Endocare’s outstanding common stock and the shareholders of Galil will own approximately 61.5% of Endocare’s outstanding common stock. As a result, the Merger will be accounted for as a reverse acquisition and equity recapitalization in accordance with U.S. generally accepted accounting principles. Under this method of accounting, after completion of the Merger and the Financing, Endocare will be treated as the “acquired” company for financial accounting and reporting purposes, and the combined entity’s results of operations prior to completion of the Merger will be those of Galil."