-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+wErumkUGA+NrrNIxUszpD8TnDxx5dxGrvpEsOx+Y/ZfQn/7hSo+Xm6NaYUY+R8 cAlo0sxSXzOlkZ7OarvihQ== 0000921530-02-000151.txt : 20020414 0000921530-02-000151.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020214 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: LUPA FAMILY PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000889992 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113068704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47439 FILM NUMBER: 02546931 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY STREET 2: BLDG 28 CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 7183264698 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 ortec_13ga1-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ORTEC INTERNATIONAL, INC. ------------------------- (Name of Issuer) Common Stock, $0.001 Par Value ------------------------------ (Title of Class of Securities) 68749B108 --------- (CUSIP Number) December 31, 2001 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] 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 on 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). Continued on following pages Page 1 of 11 Pages Exhibit Index: Page 10 SCHEDULE 13G CUSIP NO. 68749B108 Page 2 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 722,328 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 722,328 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 722,328 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 7.45% 12 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13G CUSIP NO. 68749B108 Page 3 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,153,906 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,153,906 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,153,906 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 11.91% 12 Type of Reporting Person (See Instructions) IA SCHEDULE 13G CUSIP NO. 68749B108 Page 4 of 11 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) LUPA FAMILY PARTNERS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization NEW YORK 5 Sole Voting Power Number of 431,572 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 431,572 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 431,572 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 4.45% 12 Type of Reporting Person (See Instructions) PN Page 5 of 11 Pages Item 1(a) Name of Issuer: Ortec International, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 3960 Broadway, New York, New York 10032 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Fund Management LLC ("SFM LLC"); ii) George Soros ("Mr. Soros"); and iii) Lupa Family Partners ("Lupa"). This statement relates to the Shares held for the accounts of Quasar International Partners, C.V., a Netherlands Antilles limited partnership ("Quasar Partners") and Lupa. SFM LLC serves as principal investment manager to Quasar Partners and, as such, has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quasar Partners. Mr. Soros is the Chairman of SFM LLC and in such capacity may be deemed to have the sole power to direct the voting and disposition over the Shares held for the account of Quasar Partners. Mr. Soros, by virtue of his position as a general partner of Lupa, may be deemed to have the sole power to direct the voting and disposition over the Shares held for the account of Lupa. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of SFM LLC, Mr. Soros and Lupa is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Item 2(c) Citizenship: i) SFM LLC is a Delaware limited liability company; ii) Mr. Soros is a United States citizen; and iii) Lupa is a New York limited partnership. Item 2(d) Title of Class of Securities: Common Stock, $0.001 Par Value (the "Shares"). Item 2(e) CUSIP Number: 68749B108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Page 6 of 11 Pages This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: (i) SFM LLC may be deemed the beneficial owner of 722,328 Shares held for the account of Quasar Partners. (ii) Mr. Soros may be deemed the beneficial owner of 1,153,906 Shares. This number includes (A) 722,328 Shares held for the account of Quasar Partners and (B) 431,572 Shares held for the account of Lupa. (iii) Lupa may be deemed the beneficial owner of the 431,572 Shares held for its own account. Item 4(b) Percent of Class: (i) The number of Shares of which SFM LLC may be deemed to be the beneficial owner constitutes approximately 7.45% of the total number of Shares outstanding. (ii) The number of Shares of which Mr. Soros may be deemed to be the beneficial owner constitutes approximately 11.91% of the total number of Shares outstanding. (iii) The number of Shares of which Lupa may be deemed to be the beneficial owner constitutes approximately 4.45% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: SFM LLC ------- (i) Sole power to vote or to direct the vote: 722,328 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 722,328 (iv) Shared power to dispose or to direct the disposition of: 0 Page 7 of 11 Pages Mr. Soros --------- (i) Sole power to vote or to direct the vote: 1,153,906 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,153,906 (iv) Shared power to dispose or to direct the disposition of: 0 Lupa ---- (i) Sole power to vote or to direct the vote: 431,572 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 431,572 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The partners of Quasar Partners, including Quantum Industrial Partners LDC, a Cayman Islands limited duration company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Quasar Partners in accordance with their partnership interests in Quasar Partners. (ii) The partners of Lupa have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Lupa in accordance with their partnership interests in Lupa. SFM LLC expressly disclaims beneficial ownership of any Shares not held for the account of Quasar Partners. Lupa expressly disclaims beneficial ownership of any Shares not held for its own account. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 8 of 11 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each signatory certifies that, to the best of his/its 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. Page 9 of 11 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 14, 2002 SOROS FUND MANAGEMENT LLC By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Assistant General Counsel Date: February 14, 2002 GEORGE SOROS By: /s/ Richard D. Holahan, Jr. --------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Date: February 14, 2002 LUPA FAMILY PARTNERS By: GEORGE SOROS, Its General Partner By: /s/ Richard D. Holahan, Jr. ---------------------------- Richard D. Holahan, Jr. Attorney-in-Fact Page 10 of 11 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney, dated as of January 15, 2002, granted by Mr. George Soros in favor of Mr. Armando T. Belly, Ms. Jodye Anzalotta, Ms. Maryann Canfield, Mr. Sean Collinan, Mr. Richard D. Holahan, Jr. and Mr. Robert Soros............................ 11 EX-24 3 ortec_13ga1-exha123101.txt EXHIBIT A - POWER OF ATTORNEY Page 11 of 11 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, SEAN CULLINAN, RICHARD D. HOLAHAN, JR. and ROBERT SOROS acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Commodities Exchange Act and the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 27th day of January 2000 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 15 th day of January, 2002. /s/ George Soros -------------------------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----