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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.5)
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)
December 9, 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 8 Pages
Exhibit Index: None
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PAGE 2 OF 8 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 1,357,130
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,357,130
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,357,130
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
13 Percent of Class Represented by Amount in Row (11)
25.60%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 3 OF 8 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 1,563,766
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,563,766
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,563,766
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
28.39%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 4 OF 8 PAGES
This Amendment No. 5 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. 5 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. 5 is being filed to report that as a result of recent acquisition
of Shares of the Issuer, the number of Shares of which the Reporting Persons may
be deemed the beneficial owners has increased 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 Joseph Stechler & Company,
Inc. ("JSC") and by Mr. Joseph Stechler ("Mr. Stechler"). 35,600 Shares of the
recently acquired Shares of the Issuer reported in this amendment were acquired
and held for the account of Quasar Partners, an institutional client of JSC and
50,000 publicly traded Class B Warrants of the Issuer were acquired and held for
the account of JSC. All such securities were acquired at the direction of JSC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
JSC invested approximately $517,200 of the funds of Quasar
Partners to purchase the Shares reported herein as being acquired since November
24, 1997 (the date as of which the last amendment which is part of the Initial
Statement was filed) for the account of Quasar Partners.
JSC invested approximately $146,900 of its own funds to
purchase the 50,000 Class B Warrants.
The Shares held for the account of Quasar Partners and the shares and
warrants of JSC 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 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.
ITEM 4. PURPOSE OF TRANSACTION.
The Class B Warrants of the Issuer reported herein as being
acquired for the account of JSC were acquired for investment purposes. 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. 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
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PAGE 5 OF 8 PAGES
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 1,357,130 Shares
(25.60% 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
646,500 Shares held for the account of Quasar
Partners pursuant to the JSC Contract and (iii)
250,000 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 1,563,766
Shares (28.39% 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)
646,500 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) 250,000 Shares
which JSC has the right to acquire upon the exercise
of warrants owned by it.
(b) The Shares listed below include the 646,500 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: 1,357,130 1,563,766
Sole power to dispose
or direct the disposition: 1,357,130 1,563,766
</TABLE>
(c) See Annex A-1. All transactions there listed were
routine brokerage transactions in the
over-the-counter market. See Annex A for all
transactions through December 10, 1997.
(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 646,500 Shares held by JSC for the account of
Quasar Partners, in accordance with their partnership
interests in Quasar Partners. The Reporting Persons
have the right to receive or direct the receipt of
dividends from, or
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PAGE 6 OF 8 PAGES
proceeds from the sale of, all Shares deemed
beneficially owned by them except the 646,500 Shares
held by JSC for the account of Quasar Partners.
(e) Not applicable.
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PAGE 7 OF 8 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: December 12, 1997
/s/ Joseph Stechler
-----------------------------------
JOSEPH STECHLER
JOSEPH STECHLER & COMPANY, INC.
By /s/ Joseph Stechler
-----------------------------------
Joseph Stechler, President
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PAGE 8 OF 8 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>
11/26/97 5,000 14.56
11/28/97 2,000 14.00
12/01/97 5,000 14.25
12/02/97 2,000 14.25
12/03/97 8,000 14.31
12/05/97 5,000 14.81
12/08/97 1,600 14.81
12/09/97 2,000 15.00
12/10/97 5,000 14.87
</TABLE>
RECENT PURCHASES OF THE CLASS B WARRANTS OF
ORTEC INTERNATIONAL, INC. FOR
THE ACCOUNT OF JSC.
ALL TRANSACTIONS EFFECTED BY JSC
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
TRANSACTION WARRANTS PER WARRANT
<S> <C> <C>
12/09/97 50,000 2.94
</TABLE>
