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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
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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!
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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!
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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
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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.
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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:
<TABLE>
<CAPTION>
Mr. Stechler
(including Shares
JSC reported for JSC)
--- -----------------
<S> <C> <C>
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
</TABLE>
(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.
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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
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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
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PER SHARE
<S> <C> <C>
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
</TABLE>
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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.
<TABLE>
<CAPTION>
PRICE PER
DATE OF TYPE OF NO. OF SHARES SHARE OR PER
TRANSACTION SECURITY OR WARRANTS WARRANT
<S> <C> <C> <C>
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
</TABLE>
