<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.15)
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 28, 1999
(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 9 Pages
Exhibit Index: None
<PAGE> 2
PAGE 2 OF 9 PAGES
SCHEDULE 13D
CUSIP NO. 68749B108
<TABLE>
<S> <C>
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 2,179,566
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,179,566
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,179,566
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* /X/
13 Percent of Class Represented by Amount in Row (11)
32.46%
14 Type of Reporting Person*
CO; IA
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
PAGE 3 OF 9 PAGES
SCHEDULE 13D
CUSIP NO. 68749B108
<TABLE>
<S> <C>
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 2,270,066
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,270,066
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,270,066
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* / /
13 Percent of Class Represented by Amount in Row (11)
33.51%
14 Type of Reporting Person*
IN; IA
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
PAGE 4 OF 9 PAGES
This Amendment No. 15 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. 15 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. 15 is being filed to report that as a result of increases in the
number of the Issuer's outstanding Shares since September 4, 1998 (the date as
of which the last amendment which is part of the Initial Statement was filed),
despite acquisition of Shares of the Issuer, the percentage of the outstanding
Shares of which each of the Reporting Persons may be deemed the beneficial
owners has decreased by more than two percent. 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"). 17,900 Shares of the
acquired Shares of the Issuer reported in this amendment were acquired and held
for the account of JSC and 6,900 Shares for the account of Lupa Family Partners,
an institutional client 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 $189,363 of its own funds to
purchase the 17,900 Shares reported herein as being acquired by it since
September 4, 1998 (in addition to $1,146,389 to purchase 86,930 Shares as a
result of the exercise of Warrants reported in the Initial Statement as owned by
Mr. Stechler). 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 $67,244 of the funds of Lupa Family Partners to
purchase the Shares reported herein as being acquired since September 4, 1998
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
<PAGE> 5
PAGE 5 OF 9 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 2,179,566 Shares
(32.46% of the total number of Shares outstanding
assuming the exercise of all warrants held by JSC),
which consists of (i) 714,666 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 467,400 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 2,270,066 Shares (33.51%
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) 714,666
Shares owned by JSC, (vii) 30,000 Shares held for the
account The Stechler Foundation, (viii) 823,800
Shares held for the account of Quasar Partners, (ix)
467,400 Shares held for the account of Lupa Family
Partners, (x) 23,700 Shares held for the account of
one Other Client, (xi) 60,500 Shares which Mr.
Stechler has the right to acquire upon the exercise
of warrants and options owned by him and (xii)
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
467,400 Shares held by JSC for the account of Lupa
Family Partners and 23,700 Shares held by JSC for the
account of one Other Client, 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: 2,179,566 2,270,066
</TABLE>
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PAGE 6 OF 9 PAGES
<TABLE>
<CAPTION>
Mr. Stechler
(including Shares
JSC reported for JSC)
--- -----------------
<S> <C> <C>
Sole power to dispose
or direct the disposition: 2,179,566 2,270,066
</TABLE>
(c) See Annex A-1 for all transactions through May 31,
1999. 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 467,400 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 467,400
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.
<PAGE> 7
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: June 7, 1999
/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 LUPA FAMILY PARTNERS
ALL TRANSACTIONS EFFECTED BY JSC
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PER SHARE
----------- ------ ---------
<S> <C> <C>
09/08/98 2,000 8.58
09/09/98 400 9.91
09/10/98 1,000 9.93
09/11/98 500 10.06
09/11/98 500 10.12
09/14/98 500 10.31
09/15/98 2,000 10.47
</TABLE>
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PAGE 9 OF 9 PAGES
ANNEX A-2
RECENT PURCHASES OF THE COMMON STOCK OF
ORTEC INTERNATIONAL, INC. FOR
THE ACCOUNT OF JSC
ALL TRANSACTIONS EFFECTED BY JSC
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
TRANSACTION SHARES PER SHARE
----------- ------ ---------
<S> <C> <C>
09/25/98 500 11.05
10/06/98 400 10.25
10/07/98 500 10.17
10/12/98 600 9.06
10/15/98 700 9.27
10/22/98 1,000 9.02
10/30/98 500 9.05
10/30/98 1,000 9.34
11/04/98 200 10.12
11/16/98 2,300 10.55
11/20/98 400 12.06
11/24/98 500 12.49
12/30/98 500 13.30
12/31/98 500 13.17
01/06/99 200 13.50
01/15/99 100 13.87
01/19/99 300 13.58
02/02/99 2,000 11.04
02/10/99 800 10.98
02/12/99 100 11.12
03/18/99 1,700 10.64
03/23/99 1,000 10.46
03/25/99 1,000 10.52
04/19/99 100 9.25
05/05/99 500 9.42
05/28/99 500 8.74
</TABLE>
