sc14d9c
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENDOCARE, INC.
(Name of Subject Company)
ENDOCARE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
29264P203
(CUSIP Number of Class of Securities)
Michael R. Rodriguez
Senior Vice President, Finance and Chief Financial Officer
Endocare, Inc.
201 Technology Drive
Irvine, California 92618
(949) 450-5400
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
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Clint B. Davis
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Michelle A. Hodges |
Senior Vice President, Legal Affairs,
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David C. Lee |
General Counsel and Secretary
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Gibson, Dunn & Crutcher LLP |
Endocare, Inc.
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3161 Michelson Drive, Suite 1200 |
201 Technology Drive
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Irvine, California 92612 |
Irvine, California 92618
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(949) 451-3800 |
(949) 450-5400 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
[The following presentation was delivered to the sales force of Endocare, Inc. on June 8, 2009.]
Sales Conference Call
June 8, 2009
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HealthTronics is acquiring all of the outstanding
shares of Endocare common stock.
After the merger, Endocare will become a wholly-
owned subsidiary of HealthTronics.
Under the merger agreement, Endocare stockholders
have the ability to elect to receive either cash or
HealthTronics shares in the transaction (subject to
certain limitations).
HealthTronics and Endocare Merging:
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HealthTronics' Leadership with us Today
James Whittenburg, President & CEO
Scott Herz, VP, Business Development
Jeff Quade, VP, Human Resources and Administration
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Who is HealthTronics?
HealthTronics, Inc. provides healthcare services and
manufactures medical devices primarily for the urology
community
The company was founded in 1972 and is
headquartered in Austin, Texas
Public company listed on NASDAQ: HTRN
Annual revenues of $166 million in 2008
500 plus employees
More information on www.healthtronics.com
Acquisitive, growing company
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The Mission of HealthTronics, Inc.
is to bring to our Partners
new technologies and services
that improve patient care and
practice economics through
the efforts of our expert
and caring employees.
HealthTronics' Mission Statement
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About HealthTronics, Inc.
For over 20 years
HealthTronics, Inc. has
been the leading
provider of urological
services and products
in the United States.
HealthTronics provides
the most advanced
technology and premier
support systems to
hospitals, surgery
centers and clinics
worldwide.
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Building Urology Partnerships -
TotalCare
TotalCareTM is the
comprehensive suite of
HealthTronics, Inc. unique
products and service solutions
that are offered as a part of a
HealthTronics, Inc.
Partnership.
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Tender Offer Process
Estimated Close of Q3, 2009
Must continue to operate as separate, independent
companies until closing
Our Senior Team at Endocare will be working with
James Whittenburg and his team and will be
available to answer questions
Process and Timing
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Forward-Looking Statements
This presentation contains forward-looking statements,
including those regarding Endocare, Inc. and HealthTronics, Inc.,
their respective subsidiaries, the products and services they provide, and their proposed business combination. You are
cautioned that all such statements involve risks and uncertainties. Factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking statements include, among others, the risk that the
exchange offer and the merger will not close; the risk that HealthTronics business and/or Endocares business will be
adversely impacted during the pendency of the exchange offer and the merger; the risk that the operations of the two
companies will not be integrated successfully; the risk that HealthTronics expected cost savings and other synergies
from the transaction may not be fully realized, realized at all or take longer to realize than anticipated; the risk
that demand for and acceptance of HealthTronics or Endocares products or services may be reduced; the risk of
changes
in governmental regulations; the impact of economic conditions; the impact of competition and pricing; and other factors
described from time to time in HealthTronics or Endocares periodic and current reports filed with the
Securities and
Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this presentation. Endocare and HealthTronics undertake no obligation to publicly revise these
forward-looking statements. Please refer to the joint press release by Endocare and HealthTronics announcing this
transaction and our SEC filings for a discussion of risks related to
forward-looking statements.
Important Additional Information
The tender offer described herein has not commenced. In
connection with the tender offer, HealthTronics intends to file
a registration statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities and Exchange
Commission (the SEC) and Endocare intends to file a solicitation / recommendation statement on Schedule 14D-9. Such
documents, however, are not currently available. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HEALTHTRONICS,
ENDOCARE AND THE TRANSACTION. Investors and security
holders will be able to obtain free copies of the registration statement on Form S-4, Schedule TO and Schedule 14D-9 as
well as other filings containing information about HealthTronics and Endocare without charge at the SECs web site
(http://www.sec.gov) once such documents are filed with the SEC.
A free copy of the tender offer materials, when they become available, will also be available on HealthTronics website
at www.healthtronics.com and a copy of the Schedule 14D-9 will be
available on Endocares website at www.endocare.com.