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 Stock, $0.001 Par Value
-------------------------------------------
(Title of Class of Securities)
68749B108
------------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 18, 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 13d-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 14 Pages
Exhibit Index: Page 11
<PAGE>
Page 2 of 14 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
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
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
352,900\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
7.60%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 3 of 14 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (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*
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
352,900\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
7.60%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 4 of 14 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
STANLEY F. DRUCKENMILLER (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*
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
352,900\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
7.60%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 5 of 14 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.001 par value per share (the "Shares"), of Ortec International, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report a recent acquisition of Shares of the Issuer as a result of
which the Reporting Persons may be deemed to be the beneficial owners of more
than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 3690 Broadway, New York, New York
10032. .
Item 2. Identity and Background.
This Statement is being filed by Soros Fund Management LLC, a
Delaware limited liability company ("SFM LLC"), Mr. George Soros ("Mr. Soros")
and Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller" and together with SFM LLC
and Mr. Soros, the "Reporting Persons"). This Statement relates to Shares held
for the account of Quasar International Partners, C.V., a Netherlands Antilles
limited partnership ("Quasar Partners").
SFM LLC has its principal office at 888 Seventh Avenue, 33rd
Floor, New York, New York 10106. The business of SFM LLC is managed through a
Management Committee (the "Management Committee") comprised of Mr. Soros, Mr.
Druckenmiller and Mr. Gary Gladstein. Its principal business is to serve,
pursuant to contract, as the principal investment manager to several foreign
investment companies (the "SFM Clients"), including Quasar Partners. SFM LLC has
been granted investment discretion over portfolio investments, including the
Shares, held for the account of Quasar Partners. Quasar Partners has its
principal office at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
SFM LLC's contracts with the SFM Clients generally provide that SFM LLC is
responsible for designing and implementing the SFM Clients' overall investment
strategies; for conducting direct portfolio management strategies to the extent
that SFM LLC determines that it is appropriate to utilize its own portfolio
management capabilities; for selecting, evaluating and monitoring other
investment advisors who manage separate portfolios on behalf of the SFM Clients;
and for allocating and reallocating the SFM Clients' assets among the outside
managers and itself.
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the
investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quasar Partners. Mr.
Druckenmiller, as Lead Portfolio Manager of SFM LLC, has the ability to direct
the investment decisions of SFM LLC and as such may be deemed to have investment
discretion over the Shares held for the account of Quasar Partners. Set forth in
Annex A hereto and incorporated by reference in response to this Item 2 and
elsewhere in this Schedule 13D as applicable is a list of the Managing Directors
of SFM LLC.
The principal occupation of Mr. Soros, a United States citizen,
is his direction of the activities of SFM LLC, which is carried out in his
capacity as Chairman of SFM LLC at SFM LLC's principal office.
The principal occupation of Mr. Druckenmiller, a United States
citizen, is his position as Lead Portfolio Manager and a Member of the
Management Committee of SFM LLC, which is carried out at SFM LLC's principal
office.
<PAGE>
Page 6 of 14 Pages
Pursuant to regulations promulgated under Section 13(d) of the
Act, SFM LLC, Mr. Soros, in his capacity as Chairman of SFM LLC, and Mr.
Druckenmiller, in his capacity as Lead Portfolio Manager of SFM LLC, each may be
deemed a beneficial owner of the Shares held for the account of Quasar Partners
as a result of the contractual authority of SFM LLC to exercise voting and
dispositive power with respect to such Shares.
During the past five years, none of the Reporting Persons, Quasar
Partners and, to the best of the Reporting Persons' knowledge, any other person
identified in response to this Item 2 has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which he has
been subject to 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.
SFM LLC, on behalf of Quasar Partners, has granted investment
discretion over certain funds of Quasar Partners to Joseph Stechler & Company,
Inc., a New Jersey corporation ("JS&C"), pursuant to an investment advisory
contract between Quasar Partners and JS&C (the "JS&C Contract"). The Shares
reported herein as being held for the account of Quasar Partners were acquired
at the direction of JS&C. JS&C expended approximately $4,099,496 of the working
capital of Quasar Partners to purchase the Shares reported herein as being
acquired in the last 60 days.
The Shares held for the accounts of Quasar Partners and/or other
SFM Clients 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. The 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.
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. Neither Quasar Partners, the Reporting Persons nor, to the
best of their knowledge, any of the other persons identified in response to Item
2, 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.
SFM LLC, Mr. Soros and Mr. Druckenmiller reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose, or cause to be disposed of, 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 and/or the SFM Clients, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) As a consequence SFM LLC's ability to terminate the JS&C
Contract with respect to all investments, including those involving the Shares,
and acquire voting and dispositive power over the Shares within 60 days,
notwithstanding the fact that none of SFM LLC, Mr. Soros and Mr. Druckenmiller
currently exercises such power, SFM LLC, Mr. Soros and Mr. Druckenmiller may be
<PAGE>
Page 7 of 14 Pages
deemed the beneficial owner of the 352,900 Shares held for the account of Quasar
Partners (approximately 7.60% of the total number of Shares outstanding).
(b) The power to direct the voting and disposition of the Shares
held for the account of Quasar Partners is currently vested in JS&C pursuant to
the JS&C Contract. SFM LLC has the contractual authority on behalf of Quasar
Partners to terminate the JS&C Contract within 60 days and, as a result, SFM
LLC, Mr. Soros and Mr. Druckenmiller may be deemed to have the ability to
acquire the voting and dispositive power held by JS&C with respect to the
352,900 Shares.
(c) Except for the transactions disclosed on Annex B hereto, all
of which were effected in the over-the-counter market in routine brokerage
transactions, there have been no transactions with respect to the Shares since
July 31, 1997 (60 days prior to the date hereof) by any of the Reporting Persons
or Quasar Partners.
(d) 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
Shares, held for the account of Quasar Partners in accordance with their
partnership interests in Quasar Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quasar Partners
and/or other SFM Clients may lend portfolio securities to brokers, banks or
other financial institutions. These loans typically obligate the borrower to
return the securities, or an equal amount of securities of the same class, to
the lender and typically provide that the borrower is entitled to exercise
voting rights and to retain dividends during the term of the loan. From time to
time, to the extent permitted by applicable law, each of such persons or
entities may borrow the Shares for the purpose of effecting, and may effect,
short sale transactions, and may purchase securities for the purpose of closing
out short positions in such securities.
Except as set forth herein, the Reporting Persons, Quasar
Partners and/or the other SFM Clients do not have any contracts, arrangements,
understandings or relationships with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney dated as of January 1, 1997 granted by Mr.
Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
B. Power of Attorney dated as of January 1, 1997 granted by Mr.
Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.
C. Joint Filing Agreement dated September 29, 1997 by and among
SFM LLC, Mr. Soros and Mr. Druckenmiller.
<PAGE>
Page 8 of 14 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: September 29, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 9 of 14 Pages
ANNEX A
The following is a list of all of the persons (other than Stanley
Druckenmiller) who serve as Managing Directors of SFM LLC:
Scott K. H. Bessent
Walter Burlock
Brian J. Corvese
Jeffrey L. Feinberg
Arminio Fraga
Gary Gladstein
Ron Hiram
Robert K. Jermain
David N. Kowitz
Alexander C. McAree
Paul McNulty
Gabriel S. Nechamkin
Steven Okin
Dale Precoda
Lief D. Rosenblatt
Mark D. Sonnino
Filiberto H. Verticelli
Sean C. Warren
John Zwaanstra
Each of the above-listed persons is a United States citizen whose principal
occupation is serving as Managing Director of SFM LLC, and each has a business
address c/o Soros Fund Management LLC, 888 Seventh Avenue, 33rd Floor, New York,
New York 10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons hold any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
<PAGE>
<TABLE>
<CAPTION>
Page 10 of 14 Pages
ANNEX B
RECENT TRANSACTIONS IN THE COMMON STOCK OF
ORTEC INTERNATIONAL, INC.
Date of Nature of Number of
For the Account of Transaction Transaction Shares Price Per Share
- ------------------ ----------- ----------- --------- ---------------
<S> <C> <C> <C> <C>
Quasar Partners\1\
8/20/97 BUY 66,000 9.9100
8/21/97 BUY 6,000 10.1850
8/21/97 BUY 10,000 10.0000
8/22/97 BUY 11,000 10.1850
8/25/97 BUY 10,000 10.1250
8/26/97 BUY 5,000 10.3100
8/26/97 BUY 5,000 10.1250
8/26/97 BUY 5,200 10.3740
8/27/97 BUY 10,000 10.4350
8/27/97 BUY 1,100 10.4970
8/28/97 BUY 5,000 10.2500
8/28/97 BUY 100 10.4970
8/29/97 BUY 20,000 11.5620
8/29/97 BUY 500 11.8100
9/3/97 BUY 5,000 11.6000
9/4/97 BUY 10,000 11.7500
9/5/97 BUY 10,000 11.6870
9/15/97 BUY 10,000 11.1870
9/16/97 BUY 15,000 11.5830
9/17/97 BUY 15,000 12.2500
9/17/97 BUY 5,000 12.1250
9/18/97 BUY 10,000 12.0310
9/22/97 BUY 5,000 12.3750
9/22/97 BUY 5,000 12.6850
9/23/97 BUY 13,000 13.1340
9/23/97 BUY 10,000 13.2810
9/24/97 BUY 10,000 13.1250
9/25/97 BUY 10,000 13.0620
9/26/97 BUY 25,000 13.3750
9/29/97 BUY 25,000 13.6475
9/29/97 BUY 15,000 13.3750
- --------
1 Transactions effected at the direction of JS&C.
</TABLE>
<PAGE>
Page 11 of 14 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney dated as of January 1, 1997
granted by Mr. George Soros in favor of Mr. Sean
C. Warren and Mr. Michael C.
Neus.........................................................12
B. Power of Attorney dated as of January 1, 1997
granted by Mr. Stanley F. Druckenmiller in favor
of Mr. Sean C. Warren and Mr. Michael C.
Neus.........................................................13
C. Joint Filing Agreement dated September 29, 1997 by
and among Soros Fund Management LLC, Mr. George
Soros and Mr. Stanley F. Druckenmiller ..............14
Page 12 of 14 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
-----------------------------
GEORGE SOROS
Page 13 of 14 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
-----------------------------
STANLEY F. DRUCKENMILLER
Page 14 of 14 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Ortec International, Inc. dated September
29, 1997 is, and any amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934.
Date: September 29, 1997
SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Assistant General Counsel
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
-----------------------------------
Michael C. Neus
Attorney-in-Fact
