-----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, PFDf0KoPmPi46PpPYs1sOpttaUsCXjvXckpo6ujFkSIoXr2OS83d5X6zJMFujOfJ bbe5Y9X7k/Bb/xJk62rTGQ== 0000950123-97-008262.txt : 19971002 0000950123-97-008262.hdr.sgml : 19971002 ACCESSION NUMBER: 0000950123-97-008262 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971001 SROS: NONE GROUP MEMBERS: JOSEPH STECHLER GROUP MEMBERS: STECHLER JOSEPH & CO INC /NJ/ /ADV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000889992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 113068704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47439 FILM NUMBER: 97689618 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: STECHLER JOSEPH & CO INC /NJ/ /ADV CENTRAL INDEX KEY: 0000889391 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 222706307 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15 ENGEL STREET CITY: ENGLEWOOD STATE: NJ ZIP: 07631 BUSINESS PHONE: 2018941500 MAIL ADDRESS: STREET 1: 15 ENGEL ST CITY: ENGELWOOD STATE: NJ ZIP: 07631 FORMER COMPANY: FORMER CONFORMED NAME: STECHLER JOSEPH & CO INC /NJ/ /ADV DATE OF NAME CHANGE: 19971001 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) ORTEC INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 68749B108 (CUSIP Number) Gabriel Kaszovitz, Esq. Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 750 Lexington Avenue New York, New York 10022 (212) 888-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosure 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 page(s) Page 1 of 9 Pages Exhibit Index: None 2 PAGE 2 OF 9 PAGES SCHEDULE 13D CUSIP NO. 68749B108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOSEPH STECHLER & COMPANY, INC. 2 Check the Appropriate Box if a Member of a Group* a. / / b. /X/ 3 SEC Use Only 4 Source of Funds* 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization New Jersey 7 Sole Voting Power Number of 949,980 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 949,980 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 949,980 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/ 13 Percent of Class Represented by Amount in Row (11) 19.76% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 9 PAGES SCHEDULE 13D CUSIP NO. 68749B108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOSEPH STECHLER (in the capacity described herein) 2 Check the Appropriate Box if a Member of a Group* a. / / b. /X/ 3 SEC Use Only 4 Source of Funds* 00 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 1,156,616 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,156,616 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,156,616 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented by Amount in Row (11) 23.06% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 PAGE 4 OF 9 PAGES This Statement on Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Shares"), of Ortec International, Inc. (the "Issuer"). ITEM 1. SECURITY AND ISSUER. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 3690 Broadway, New York, New York 10032. ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed by Joseph Stechler & Company, Inc. ("JSC") and by Mr. Joseph Stechler ("Mr. Stechler"). This Statement relates to Shares held for the account of an institutional client (as set forth herein) and Shares, warrants and options held for the account of JSC and Mr. Stechler. JSC is incorporated under the laws of the State of New Jersey. Its principal business is the management of funds of its investment advisory clients, providing equity research to institutional clients, acting as a broker/dealer and investing its own capital. Its principal office and place of business is 15 Engle Street, Englewood, New Jersey 07631. Mr. Stechler's business address is at JSC's office in Englewood, New Jersey, and his principal occupation is president of JSC. Since Mr. Stechler is the sole stockholder of JSC, he is the beneficial owner of all Shares deemed owned by JSC pursuant to regulations promulgated under Section 13(d) of the Act. Mr. Stechler is a director of the Issuer. During the past five years, neither of the Reporting Persons has been (a) convicted in a criminal proceeding, or (b) a party to any civil proceeding as a result of which he has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Persons have been advised that Soros Fund Management LLC, a Delaware limited liability company ("SFM LLC"), serves, pursuant to contract, as the principal investment manager to Quasar International Partners, C.V., a Netherlands Antilles limited partnership ("Quasar Partners"). SFM LLC, on behalf of Quasar Partners, has granted investment discretion over certain funds to JSC, pursuant to an investment advisory contract between Quasar Partners and JSC (the "JSC Contract"). The Shares reported herein as being held for the account of Quasar Partners, an institutional client of JSC, were acquired at the direction of JSC. A Schedule 13D was filed on September 29, 1997 by SFM LLC, among others, reporting the Shares held by JSC pursuant to the JSC Contract. JSC invested approximately $4,099,496 of the funds of Quasar Partners to purchase the Shares reported herein as being acquired in the last 60 days for the account of Quasar Partners. The Shares held for the account of Quasar Partners may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange 5 PAGE 5 OF 9 PAGES rules, and such firms' credit policies. Such Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. Similarly, 597,080 Shares owned directly by JSC (including an aggregate of 136,450 publicly traded warrants entitling JSC to purchase Shares) are held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Such Shares (including publicly traded warrants to purchase Shares) which are held in the margin accounts are pledged as collateral security for the repayment of debt balances in the respective accounts. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have been advised by SFM LLC that all of the Shares reported herein as having been acquired for or disposed of from the account of Quasar Partners were acquired or disposed of for investment purposes. Similarly, all Shares reported herein as directly owned by the Reporting Persons were acquired and are being held, and may be disposed of, for investment purposes. None among the Reporting Persons nor, to the best of their knowledge, SFM LLC nor Quasar Partners, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. JSC and Mr. Stechler reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) JSC may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3) of 949,980 Shares (19.76% of the total number of Shares outstanding assuming the exercise of all warrants held by JSC), which consists of (i) 460,630 Shares, (ii) the 352,900 Shares held for the account of Quasar Partners pursuant to the JSC Contract and (iii) 136,450 Shares which JSC has the right to acquire upon exercise of warrants owned by it. Including such Shares which may be deemed to be beneficially owned by JSC and which JSC has the right to acquire, Mr. Stechler may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3) of 1,156,616 Shares (23.06% of the total number of Shares outstanding assuming the exercise of all warrants and options owned by Mr. Stechler and JSC), which consists of (iv) 460,630 Shares owned by JSC, (v) 352,900 Shares held for the account of Quasar Partners, (vi) 206,636 Shares which Mr. Stechler has the right to acquire upon the exercise of warrants and options owned by him and (vii) 136,450 Shares which JSC has the right to acquire upon the exercise of warrants owned by it. 6 PAGE 6 OF 9 PAGES (b) The Shares listed below include the 352,900 Shares held by JSC for the account of Quasar Partners pursuant to the JSC contract:
Mr. Stechler (including Shares JSC reported for JSC) --- ----------------- Sole power to vote or direct the vote: 949,980 1,156,616 Sole power to dispose or direct the disposition: 949,980 1,156,616
(c) See Annex A-1 and Annex A-2. All transactions there listed were routine brokerage transactions in the over-the-counter market. There have been no transactions within the past 60 days other than those listed in Annex A-1 and Annex A-2. In addition to such transactions, on August 19, 1997 the Issuer granted to Mr. Stechler, for services rendered by him in 1997 as a director of the Issuer, an option to purchase 10,000 Shares. (d) The Reporting Persons have been advised that the partners of Quasar Partners, including Quasar International Fund N.V., a Netherlands Antilles corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the 352,900 Shares held by JSC for the account of Quasar Partners, in accordance with their partnership interests in Quasar Partners. The Reporting Partners have the right to receive or direct the receipt of dividends from, or proceeds from the sale of, all Shares deemed beneficially owned by them except the 352,9000 Shares held by JSC for the account of Quasar Partners. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Items 2, 3 and 5 are incorporated by reference in this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. 7 PAGE 7 OF 9 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: October 1, 1997 By /s/ JOSEPH STECHLER ------------------- JOSEPH STECHLER JOSEPH STECHLER & COMPANY, INC. By /s/ Joseph Stechler --------------------------- Joseph Stechler, President 8 PAGE 8 OF 9 PAGES ANNEX A-1 RECENT PURCHASES OF THE COMMON STOCK OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF QUASAR PARTNERS. ALL TRANSACTIONS EFFECTED BY JSC
DATE OF NUMBER OF PRICE TRANSACTION SHARES PER SHARE 08/20/97 66,000 9.91 08/21/97 6,000 10.18 08/21/97 10,000 10.00 08/22/97 11,000 10.18 08/25/97 10,000 10.12 08/26/97 5,000 10.12 08/26/97 5,000 10.31 08/26/97 5,200 10.37 08/27/97 10,000 10.43 08/27/97 1,100 10.50 08/28/97 5,000 10.25 08/28/97 100 10.50 08/29/97 500 11.81 08/29/97 20,000 11.56 09/03/97 5,000 11.60 09/04/97 10,000 11.75 09/05/97 10,000 11.69 09/15/97 10,000 11.19 09/16/97 15,000 11.58 09/17/97 5,000 12.12 09/17/97 15,000 12.25 09/18/97 10,000 12.03 09/22/97 5,000 12.68 09/22/97 5,000 12.37 09/23/97 13,000 13.13 09/23/97 10,000 13.28 09/24/97 10,000 13.12 09/25/97 10,000 13.06 09/26/97 25,000 13.37 09/29/97 15,000 13.37 09/29/97 25,000 13.65
9 PAGE 9 OF 9 PAGES ANNEX A-2 RECENT PURCHASES OF THE COMMON STOCK AND CLASS A WARRANTS OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF AND AT THE DIRECTION OF JOSEPH STECHLER AND COMPANY, INC.
PRICE PER DATE OF TYPE OF NO. OF SHARES SHARE OR PER TRANSACTION SECURITY OR WARRANTS WARRANT 07/08/97 Common Stock 2,500 8.88 07/15/97 Common Stock 500 9.00 07/17/97 Common Stock 500 9.00 07/18/97 Common Stock 1,000 9.00 07/21/97 Common Stock 500 9.00 07/22/97 Common Stock 500 9.00 07/23/97 Common Stock 200 9.00 07/25/97 Common Stock 5,000 8.94 07/28/97 Common Stock 5,000 9.00 07/29/97 Common Stock 200 9.25 07/29/97 Common Stock 5,000 9.00 07/30/97 Common Stock 3,500 9.26 07/30/97 Common Stock 200 9.50 07/31/97 Common Stock 1,500 9.27 08/01/97 Common Stock 500 9.55 08/01/97 Common Stock 100 9.37 08/01/97 Common Stock 1,000 9.50 08/04/97 Common Stock 200 9.62 08/04/97 Common Stock 3,000 9.38 08/05/97 Common Stock 100 9.50 08/08/97 Common Stock 300 9.50 08/12/97 Common Stock 100 9.87 08/12/97 Common Stock 2,000 9.26 08/13/97 Common Stock 2,000 9.32 08/15/97 Common Stock 200 9.75 08/15/97 Common Stock 200 9.75 08/15/97 Common Stock 2,000 9.51 08/18/97 Common Stock 200 9.87 08/18/97 Common Stock 1,000 9.90 08/20/97 Common Stock 4,000 9.92 08/25/97 Common Stock 200 10.25 08/20/97 Class A Warrants 50,000 1.63 08/28/97 Class A Warrants 7,700 1.63 09/05/97 Class A Warrants 5,850 1.63
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