0000950123-01-507343.txt : 20011026 0000950123-01-507343.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950123-01-507343 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011018 GROUP MEMBERS: JOSEPH STECHLER 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47439 FILM NUMBER: 1761456 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/A BUSINESS ADDRESS: STREET 1: 15 ENGLE STREET CITY: ENGLEWOOD STATE: NJ ZIP: 07631 BUSINESS PHONE: 2018941500 MAIL ADDRESS: STREET 1: 15 ENGLE ST CITY: ENGLEWOOD STATE: NJ ZIP: 07631 SC 13D/A 1 y5410318sc13da.txt AMENDMENT NO. 18 TO SCHEDULE 13D: ORTEC/STECHLER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.18) 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) October 10, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-d-1(e), 13d-1(f) or 13d-1 (g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 7 Pages Exhibit Index: None Page 2 of 7 Pages SCHEDULE 13D CUSIP No. 68749B108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person 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 355,366 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 355,366 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 355,366 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [x] 13 Percent of Class Represented by Amount in Row (11) 3.67% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 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 425,366 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 425,366 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 425,366 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [_] 13 Percent of Class Represented by Amount in Row (11) 4.36% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 7 Pages This Amendment No. 18 to Schedule 13D relates to shares of common stock, $0.001 par value per share (the "Shares"), of Ortec International, Inc. (the "Issuer"). This Amendment No. 18 supplementally amends the initial statement on Schedule 13D dated September 29, 1997 and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons. This Amendment No. 18 is being filed to report that as a result of recent acquisition and disposition of Shares of the Issuer, the number of Shares of which one of the Reporting Persons may be deemed the beneficial owners has decreased by more than one percent of the total outstanding Shares. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is supplementally amended as follows: Item 2. Identity and Background. This Statement is being filed by Stechler & Company, Inc. ("SC") and by Mr. Joseph Stechler ("Mr. Stechler"). Item 3. Source and Amount of Funds or Other Consideration. Not Applicable. Item 4. Purpose of Transaction. Neither of the Reporting Persons 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. SC 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) SC is the beneficial owner (as that term is defined in Rule 13d-3) of 355,366 Shares (3.67% of the total number of Shares outstanding). Mr. Stechler may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3) of 425,366 Shares (4.36% of the total number of Shares outstanding assuming the exercise of all options owned by Mr. Stechler), which consists of (I) 355,366 Shares owned by SC, (ii) 25,000 Shares held for the account The Stechler Foundation, (iii) 45,000 Shares which Mr. Stechler has the right to acquire upon the exercise of options owned by him. Page 5 of 7 Pages

Mr. Stechler (including Shares SC reported for SC) -- ---------------- Sole power to vote or direct the vote:: 355,366 425,366

Mr. Stechler (including Shares SC reported for SC) -- ---------------- Sole power to dispose or direct the disposition: 355,366 425,366

(c) SC sold a net amount of 166,800 Shares since the prior Amendment to Schedule 13D. (d) The Reporting Persons 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. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Page 6 of 7 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 17, 2001 /s/ JOSEPH STECHLER -------------------------------------------- JOSEPH STECHLER STECHLER & COMPANY, INC. By /s/ JOSEPH STECHLER ------------------------------------------ Joseph Stechler, President Page 7 of 7 Pages ANNEX A-1 RECENT PURCHASES OF THE COMMON STOCK OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF STECHLER & COMPANY, INC. ALL TRANSACTIONS EFFECTED BY SC

Date of Number of Price Transaction Shares Per Share 08/28/01 100 $7.65 08/31/01 100 $8.01

ANNEX A-1 RECENT SALES OF THE COMMON STOCK OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF STECHLER & COMPANY, INC. ALL TRANSACTIONS EFFECTED BY SC

Date of Number of Price Transaction Shares Per Share 09/04/01 5,000 $7.89 09/07/01 1,000 $6.97 09/17/01 20,500 $6.10 09/20/01 7,000 $6.05 09/21/01 5,000 $6.11 09/24/01 6,500 $6.02 09/25/01 11,000 $6.03 09/28/01 14,000 $6.00 10/01/01 6,500 $6.05 10/02/01 5,000 $5.99 10/05/01 1,500 $5.78 10/08/01 2,500 $5.74 10/09/01 2,000 $5.49 10/10/01 15,000 $5.39 10/11/01 3,500 $5.55 10/12/01 15,000 $5.48 10/12/01 1,000 $5.47 10/15/01 5,000 $5.34 10/15/01 25,000 $5.40 10/16/01 15,000 $5.35

ANNEX A-1 RECENT EXPIRATION OF THE WARRANTS OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF STECHLER & COMPANY, INC. ALL TRANSACTIONS EFFECTED BY SC

Date of Number of Transaction Warrants 10/17/01 30,500