<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.11)
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)
May 8, 1998
(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 1,824,430
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,824,430
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,824,430
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
13 Percent of Class Represented by Amount in Row (11)
30.33%
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 2,041,066
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,041,066
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,041,066
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
33.18%
14 Type of Reporting Person*
IN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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PAGE 4 OF 8 PAGES
This Amendment No. 11 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. 11 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. 11 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"). 64,300 Shares of the
recently acquired Shares of the Issuer reported in this amendment were acquired
and held for the accounts of other investment management clients of JSC ("Other
Clients"). All such securities were acquired at the direction of JSC.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
JSC invested approximately $1,319,297 of the funds of Other
Clients to purchase the Shares reported herein as being acquired since April 23,
1998 (the date as of which the last amendment which is part of the Initial
Statement was filed) for the accounts of Other Clients.
The Shares held for the accounts of Quasar Partners and Other
Clients 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 Other Clients that
all of the Shares reported herein as having been acquired for or disposed of
from the accounts of Other Clients were acquired or disposed of for investment
purposes. None among the Reporting Persons nor, to the best of their knowledge,
SFM LLC, Quasar Partners, nor any of the Other Clients 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 8 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 1,824,430 Shares
(30.33% of the total number of Shares outstanding
assuming the exercise of all warrants held by JSC),
which consists of (i) 560,630 Shares held for the
account of JSC, (ii) the 823,800 Shares held for the
account of Quasar Partners pursuant to the JSC
Contract and (iii) the 290,000 Shares held for the
accounts of Other Clients and (iv) 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 2,041,066 Shares (33.18% of
the total number of Shares outstanding assuming the
exercise of all warrants and options owned by Mr.
Stechler and JSC), which consists of (v) 560,630
Shares owned by JSC, (vi) 823,800 Shares held for the
account of Quasar Partners, (vii) 290,000 Shares held
for the accounts of Other Clients, (viii) 137,430
Shares which Mr. Stechler has the right to acquire
upon the exercise of warrants and options owned by
him (ix) 79,206 Shares held for the account of
Joseph Stechler, and (x) 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 and
290,000 Shares held by JSC for the accounts of Other
Clients, all pursuant to investment management
contracts with JSC.
<TABLE>
<CAPTION>
Mr. Stechler
(including Shares
JSC reported for JSC)
--- -----------------
<S> <C> <C>
Sole power to vote
or direct the vote: 1,824,430 2,041,066
Mr. Stechler
(including Shares
JSC reported for JSC)
--- -----------------
Sole power to dispose
or direct the disposition: 1,824,430 2,041,066
</TABLE>
(c) See Annex A-1 for all transactions through May 8,
1998. All transactions there listed were routine
brokerage transactions effected in the
over-the-counter market by JSC.
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PAGE 6 OF 8 PAGES
(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
beneficial owners of the securities held by the Other
Clients, have the right to participate in the receipt
of dividends from, or proceeds from the sale of, the
290,000 Shares held by JSC for the accounts of Other
Clients 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 and the 290,000
Shares held by JSC for the accounts of Other Clients.
(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 references 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: May 8, 1998
/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 OTHER CLIENTS
ALL TRANSACTIONS EFFECTED BY JSC
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PER SHARE
<S> <C> <C>
04/24/98 8,000 19.50
04/24/98 4,000 19.50
04/27/98 9,000 19.70
04/27/98 4,900 19.81
04/28/98 1,000 19.94
04/30/98 5,000 20.25
04/30/98 5,000 20.56
05/04/98 1,400 22.06
05/04/98 3,000 22.00
05/06/98 3,500 21.50
05/06/98 4,000 21.56
05/07/98 2,000 21.37
05/07/98 2,500 21.44
05/07/98 3,000 21.52
05/08/98 3,000 20.56
05/08/98 5,000 21.20
</TABLE>
