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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.13)
ORTEC INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
68749B108
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(CUSIP Number)
Gabriel Kaszovitz, Esq.
Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
750 Lexington Avenue
New York, New York 10022
(212) 888-8200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 1998
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(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 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 2,032,736
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,032,736
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,032,736
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* |X|
13 Percent of Class Represented by Amount in Row (11)
33.71%
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 2,170,166
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,170,166
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,170,166
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* |_|
13 Percent of Class Represented by Amount in Row (11)
35.19%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 4 OF 8 PAGES
This Amendment No. 13 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. 13 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. 13
is being filed to report that as a result of recent acquisition of Shares of the
Issuer, the number of Shares of which one of 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"). 46,400 Shares of the recently
acquired Shares of the Issuer reported in this amendment were acquired and held
for the account of Lupa Family Partners, an institutional client of JSC. All
such securities were acquired at the direction of JSC. In addition, 79,206 of
the Shares previously owned by Mr. Stechler were transferred by Mr. Stechler to
JSC. JSC is wholly owned by Mr. Stechler.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Lupa Family Partners, a New York State limited partnership has granted
investment discretion over certain funds to JSC, pursuant to an investment
advisory contract between Lupa Family Partners and JSC ("JSC Contract II"). JSC
invested approximately $923,181 of the funds of Lupa Family Partners to purchase
the Shares reported herein as being acquired since May 28, 1998 (the date as of
which the last amendment which is part of the Initial Statement was filed) for
the account of Lupa Family Partners.
The Shares held for the accounts of Quasar Partners, Lupa Family Partners,
and one Other Client 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 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 accounts of
Quasar Partners, Lupa Family Partners and one Other Client were acquired or
disposed of for investment purposes. None among the Reporting Persons nor, to
the best of their knowledge, SFM LLC, Quasar Partners, Lupa Family Partners nor
the Other Client 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
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PAGE 5 OF 8 PAGES
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 2,032,736 Shares (33.71% of the total
number of Shares outstanding assuming the exercise of all
warrants held by JSC), which consists of (i) 639,836 Shares held
for the account of JSC, (ii) the 823,800 Shares held for the
account of Quasar Partners pursuant to the JSC Contract, (iii)
the 395,400 Shares held for the account of Lupa Family Partners
pursuant to the JSC Contract II, (iv) the 23,700 Shares held for
the account of one Other Client and (v) 150,000 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 2,170,166 Shares (35.19% of the total number
of Shares outstanding assuming the exercise of all warrants and
options owned by Mr. Stechler and JSC), which consists of (vi)
639,836 Shares owned by JSC, (vii) 823,800 Shares held for the
account of Quasar Partners, (viii) 395,400 Shares held for the
account of Lupa Family Partners, (ix) 23,700 Shares held for the
account of one Other Client, (x)137,430 Shares which Mr. Stechler
has the right to acquire upon the exercise of warrants and
options owned by him and (xi) 150,000 Shares which JSC has the
right to acquire upon the exercise of warrants owned by it.
(b) The Shares listed below include the 823,800 Shares held by JSC
for the account of Quasar Partners, the 395,400 Shares held by
JSC for the account of Lupa Family Partners and 27,300 Shares
held by JSC for the account of one Other Client, all pursuant to
investment management contracts with JSC.
Mr. Stechler
(including Shares
JSC reported for JSC)
---- -----------------
Sole power to vote
or direct the vote: 2,032,736 2,170,166
Mr. Stechler
(including Shares
JSC reported for JSC)
--- ------------------
Sole power to dispose
or direct the disposition: 2,032,736 2,170,166
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PAGE 6 OF 8 PAGES
(c) See Annex A-1 for all transactions through June 15, 1998. All
transactions there listed were routine brokerage transactions
effected in the over-the-counter market by JSC.
(d) The Reporting Persons have been advised that the partners of
Quasar Partners, including Quasar International Fund C.V., a
Netherlands Antilles corporation, have the right to participate
in the receipt of dividends from, or proceeds from the sale of,
the 823,800 Shares held by JSC for the account of Quasar
Partners, in accordance with their partnership interests in
Quasar Partners.
The Reporting Persons have been advised that the partners of
Lupa Family Partners have the right to participate in the receipt
of dividends from, or proceeds from the sale of, the 395,400
Shares held by JSC for the account of Lupa Family Partners, in
accordance with their partnership interests in Lupa Family
Partners.
The Reporting Persons have been advised that the beneficial
owners of the securities held by the Other Client, have the right
to participate in the receipt of dividends from, or proceeds from
the sale of, the 23,700 Shares held by JSC for the account of the
Other Client in accordance with their said beneficial interests.
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 823,800
Shares held by JSC for the account of Quasar Partners, the
395,400 Shares held by JSC for the account of Lupa Family
Partners and the 23,700 Shares held by JSC for the account of the
Other Client.
(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.
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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: June 16, 1998
/s/ JOSEPH STECHLER
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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 LUPA FAMILY PARTNERS
ALL TRANSACTIONS EFFECTED BY JSC
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PER SHARE
05/29/98 1,200 20.00
05/29/98 6,200 20.07
06/02/98 2,000 19.75
06/03/98 4,000 19.78
06/03/98 5,000 19.87
06/03/98 2,500 19.92
06/05/98 2,000 20.12
06/05/98 2,500 20.06
06/08/98 3,000 20.06
06/09/98 2,000 20.12
06/10/98 1,000 20.00
06/11/98 1,000 19.75
06/11/98 2,000 19.87
06/11/98 4,000 19.81
06/15/98 4,000 19.62
06/15/98 3,000 19.67
06/15/98 1,000 19.87
