SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
ORTEC INTERNATIONAL, INC.
------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
------------------------------------
(Title of Class of Securities)
68749B108
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(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)
December 12, 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 7 Pages
<PAGE>
Page 2 of 7 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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
679,200\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
13.66%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 3 of 7 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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
679,200\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
13.66%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 4 of 7 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
I.R.S. Identification Nos. of Above Persons (Entities Only)
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
679,200\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
13.66%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 5 of 7 Pages
This Amendment No. 5 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. 5 supplementally amends the initial statement
on Schedule 13D dated September 29, 1997, filed by the Reporting Persons (as
defined herein) and all amendments thereto (collectively, the "Initial
Statement"). This Amendment No. 5 is being filed to report that as a result of a
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 3. Source and Amount of Funds or Other Consideration.
JS&C expended approximately $1,071,021 of the working capital of
Quasar Partners to purchase the Shares reported herein as being acquired since
November 20, 1997 (the date of filing of the last statement on Schedule 13D).
The Shares held for the account of Quasar Partners 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 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
deemed the beneficial owner of the 679,200 Shares held for the account of Quasar
Partners (approximately 13.66% 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
679,200 Shares.
(c) Except for the transactions disclosed on Annex A 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
November 20, 1997 (the date of filing of the last statement on Schedule 13D) 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.
<PAGE>
Page 6 of 7 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: December 18, 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>
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Page 7 of 7 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
ORTEC INTERNATIONAL, INC.
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
Quasar Partners1 11/21/97 BUY 1,000 14.8750
11/24/97 BUY 5,000 14.5000
11/26/97 BUY 5,000 14.5620
11/28/97 BUY 2,000 14.0000
12/01/97 BUY 5,000 14.2500
12/02/97 BUY 2,000 14.2500
12/03/97 BUY 8,000 14.3120
12/05/97 BUY 5,000 14.8120
12/08/97 BUY 1,600 14.8120
12/09/97 BUY 2,000 15.0000
12/10/97 BUY 5,000 14.8750
12/11/97 BUY 5,000 14.5620
12/12/97 BUY 5,000 14.5000
12/15/97 BUY 3,800 14.1870
12/16/97 BUY 4,400 14.1870
12/17/97 BUY 14,500 14.1250
- --------
1 Transactions effected at the direction of JS&C.
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