July 16, 2009
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3030
100 F Street, N.E.
Washington, DC 20549
| Attention: |
|
Mr. Jay Ingram
Mr. Ruairi Regan |
| Re: |
|
Endocare, Inc.
Registration Statement on Form S-4
File No. 333-156921 |
Ladies and Gentlemen,
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Endocare, Inc.
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the
“Commission”) consent to the withdrawal of the Registrant’s Registration Statement on Form
S-4 (File No. 333-156921), together with all exhibits thereto (the “Registration
Statement”). The Registration Statement was originally filed with the Commission on January
23, 2009 and declared effective on May 5, 2009.
The Registration Statement related to a proposed offering of common stock of the Registrant
pursuant to an Agreement and Plan of Merger, dated as of
November 10, 2008 (the “Merger Agreement”), by and among the
Registrant, Orange Acquisitions Ltd., a wholly owned subsidiary of the Registrant, and Galil
Medical Ltd. (“Galil”). On July 7, 2009, the
Registrant and Galil issued a press
release announcing that the Merger Agreement had been terminated. Accordingly, the Registrant
requests that the Commission consent to the withdrawal of the Registration Statement, on the
grounds that such withdrawal is consistent with the public interest and the protection of investors
as contemplated by paragraph (a) of Rule 477. The Registration Statement has been declared
effective; however, no securities have been issued or sold pursuant to the Registration Statement.
In accordance with the foregoing, the Registrant hereby respectfully requests that the
Commission issue a written order granting the withdrawal of the Registration Statement.