UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )
ORTEC INTERNATIONAL, INC.
(Name of Issuer)
Common
(Title of Class of Securities)
68749B108
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490
203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1996
(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 13d-1(b)(3) or (4), check the following
box o.
Check the following box if a fee is being paid with this statement o. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 68749B108 PAGE 4 OF 7
8
1 Name of Reporting Person PEQUOT GENERAL PARTNERS
IRS Identification No. of Above Person 06-1321556
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization CONNECTICUT
7 Sole Voting Power 171,339
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 171,339
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 171,339
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.7
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS, L.P.
IRS Identification No. of Above Person 06-1324895
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization DELAWARE
7 Sole Voting Power 171,340
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 171,340
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 171,340
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 3.7
14 Type of Reporting Person PN
CUSIP No. 68749B108
PAGE 8 OF 7
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 Par Value, (the
"Shares") of Ortec International, Inc. (the "Company" or "Ortec"), a Delaware
corporation. Ortec's principal executive office is located at 3960 Broadway,
New York, NY 10032.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dawson-Samberg Capital
Management, Inc. ("Dawson-Samberg"), a Connecticut corporation, Pequot General
Partners, a Connecticut partnership and DS International Partners, L.P., a
Delaware partnership (collectively, the "Reporting Persons"). The principal
business of Dawson-Samberg, an investment adviser registered under the
Investment Advisers Act of 1940, is to act as investment adviser to certain
managed accounts. The principal shareholders at Dawson-Samberg are Messrs.
Jonathan T. Dawson and Arthur J. Samberg. The sole business of Pequot General
Partners is to serve as the general partner of Pequot Partners Fund, L.P.
("Pequot"), a limited partnership formed under the laws of Delaware to invest
and trade primarily in securities and financial instruments. Messrs. Dawson
and Samberg are general partners of Pequot General Partners. The sole
business of DS International Partners, L.P. is to serve as the investment
manager of Pequot International Fund, Inc. ("Pequot International") a
corporation formed under the laws of British Virgin Islands to invest and
trade primarily in securities and financial instruments. Messrs. Dawson and
Samberg are general partners of DS International Partners, L.P. The business
address of the Reporting Persons is 354 Pequot Avenue, Southport, CT 06490.
None of the Reporting Persons, their respective General Partners,
officers, directors or controlling persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors
None of the Reporting Persons, their respective General Partners,
officers, directors or controlling persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 311,526 Shares of Ortec. Of the 311,526 Shares, 155,763 Shares are
owned by Pequot and 155,763 Shares are owned by Pequot International. The
311,526 Shares were purchased in a Private Placement directly from the Company
for $2,000,000.
In addition, under rule 13d-3(d) (1) (i) under the Securities
Exchange Act of 1934, Pequot and Pequot International are deemed to be the
beneficial owners of 31,153 shares (15,576 and 15,577 respectively) of the
Company's Common Stock by virtue of their ownership of 31,153 warrants to
purchase Ortec International, Inc. Common Stock at $7.70 per share, expiring
11/12/01. The warrants were acquired from a Placement Agent ("Placement
Agent") who subsequently became an employee of Dawson-Samberg Capital
Management, Inc., and, as a condition of her employment, assigned the warrants
to Pequot and Pequot International. The funds for the purchase of Shares held
by Pequot and Pequot International were obtained from the contributions of
their various partners/shareholders. Such funds may also include the proceeds
of margin loans entered into in the ordinary course of business with Morgan
Stanley & Company, such loans being secured by securities.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Shares held by the above-mentioned entities were acquired for,
and are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting Person's
business or investment activities, as the case may be. The Reporting Person,
on behalf of the above mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the open market or in
privately negotiated transactions or in any other lawful manner in the future,
including engaging in short sales of the Shares, and to take whatever action
with respect to each of such entities' holdings of the Shares it deems to be
in the best interests of such entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 342,679 Shares. These Shares represent approximately 7.4% of the
4,614,191 Shares of Ortec's Common Stock which would be outstanding if the
warrants owned by the Reporting Persons were exercised. Pequot General
Partners has the sole power to vote, direct the vote, dispose and direct the
disposition of the shares and warrants owned by Pequot. DS International has
the sole power to vote, direct the vote, dispose and direct the disposition of
the shares and warrants owned by Pequot International. The 311,526 shares
were purchased on 11/12/96 at $6.42 per share. The 31,153 warrants were
acquired from the Placement Agent on 11/12/96 at no cost.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Pursuant to the Stock Purchase Agreement dated November 12, 1996, and
the Revised Registration Rights Agreement, dated November 11, 1996 (the
"Revised Registration Rights Agreement"), the Company has agreed that until
September 30,1997, it will register under the Act so many of the shares sold
in this Offering as the holders of such shares may request, so as to enable
the purchasers to sell such shares in the public securities markets, by filing
a Registration Statement under the Act with the Commission upon the written
demand of a holder or holders whose shares purchased in this Offering were
purchased for not less than $1,500,000 in aggregate. Such obligation of the
Company is limited to filing no more than two such 'demand' Registration
Statements. The Company has also agreed that when the Company becomes
eligible to file a Registration Statement on Form S-3, it will file such a
Registration Statement registering all the shares sold in this Offering which
have not theretofore been sold in the public securities markets. After it is
filed, the Company will use its best efforts to have any such Registration
Statement declared effective as soon as possible and to file so many
amendments to each such Registration Statement as may be necessary to keep
such Registration Statement effective, except that with respect to the two
'demand' Registration Statements the Company will only be required to file so
many amendments thereto to keep such Registration Statement effective only
until December 31, 1998, or until such earlier time as all such shares
included in such Registration Statement have been sold. After receipt of a
'demand', the Company will give written notice of such demand to all
purchasers of shares in this offering who have not joined in such demand,
offering them the right to have their shares purchased in this Offering
included in such 'demand' Registration Statement. The Company has also
granted the holders of shares purchased in this Offering piggyback
registration rights.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of
1934 is attached hereto as Exhibit A.
<PAGE>
After a reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
November 21, 1996
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 21, 1996
relating to the Shares of Ortec International, Inc. shall be filed on behalf
of the undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
