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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.2)
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 22, 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 7 Pages
Exhibit Index: None
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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
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 1,052,980
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,052,980
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,052,980
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
13 Percent of Class Represented by Amount in Row (11)
20.63%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 1,259,616
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,259,616
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,259,616
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
23.72%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 4 OF 7 PAGES
This Amendment No. 2 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. 2 supplementally amends the initial statement
on Schedule 13D dated September 29, 1997 and the Amendment No. 1 thereto dated
October 20, 1997 (the "Initial Statement"), filed by the Reporting Persons.
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"). All the recent acquisition
of Shares of the Issuer reported in this amendment were acquired and held for
the account of Quasar Partners, an institutional client of JSC. Such Shares were
acquired at the direction of JSC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
JSC invested approximately $637,844 of the funds of Quasar Partners
to purchase the Shares reported herein as being acquired since October 20, 1997
(the date as of which the last amendment which is part of the Initial Statement
was filed) for the account of Quasar Partners. SFM LLC, among others, filed
Amendment No. 2 to its Schedule 13D on or about October 28, 1997, reporting the
latest purchase of such Shares by JSC pursuant to the JSC Contract.
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 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 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
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
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PAGE 5 OF 7 PAGES
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 1,052,980 Shares (20.63% 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 455,900 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 1,259,616 Shares
(23.72% 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)
455,900 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.
(b) The Shares listed below include the 455,900 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: 1,052,980 1,259,616
Sole power to dispose
or direct the disposition: 1,052,980 1,259,616
</TABLE>
(c) See Annex A-1. All transactions there listed were routine
brokerage transactions in the over-the-counter market. There
have been no transactions since October 22, 1997 other than
those listed in Annex A-1.
(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 455,900 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
proceeds from the sale of, all Shares deemed beneficially
owned by them except the 455,900 Shares held by JSC for the
account of Quasar Partners.
(e) Not applicable.
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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 29, 1997
/s/ JOSEPH STECHLER
----------------------------------------
JOSEPH STECHLER
JOSEPH STECHLER & COMPANY, INC.
By /s/ Joseph Stechler
-------------------------------------
Joseph Stechler, President
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PAGE 7 OF 7 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>
10/21/97 1,000 12.310
10/22/97 49,000 12.766
</TABLE>
