SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
April 3, 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 13d-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
<PAGE>
Page 2 of 8 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*
Not applicable
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
823,800\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
14.29%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 3 of 8 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
999,600\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
17.33%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 4 of 8 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*
Not applicable
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
823,800\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[X]
13 Percent of Class Represented By Amount in Row (11)
14.29%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 5 of 8 Pages
This Amendment No. 9 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. 9 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. 9 is being filed to report that as a
result of a recent acquisition of Shares of the Issuer, the number of Shares of
which certain of 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 $1,278,707 of the working
capital of Lupa to purchase the Shares reported herein as being acquired since
March 19, 1998 (the date of filing of the last statement on Schedule 13D).
Item 5. Interest in Securities of the Issuer.
(a) (i) As a consequence of SFM LLC's ability to terminate
the JS&C Contract with respect to all investments, including those involving the
Shares held for the account of Quasar Partners, and acquire voting and
dispositive power over the Shares held for the account of Quasar Partners 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 823,800 Shares held for
the account of Quasar Partners. In total, each of SFM LLC and Mr. Druckenmiller
may be deemed the beneficial owner of the 823,800 Shares held for the account of
Quasar Partners (approximately 14.29% of the total number of Shares
outstanding).
(ii) The aggregate number of Shares of which Mr. Soros
may be deemed the beneficial owner is 999,600 (approximately 17.33% of the total
number of Shares outstanding). This number consists of (A) 823,800 Shares held
for the account of Quasar Partners and (B) 175,800 Shares held for the account
of Lupa.
23,700 Shares are held for the account of Quasar Rabbico
N.V., a Netherlands Antilles corporation ("Quasar Rabbico") which is a wholly
owned subsidiary of Quasar Partners. Investment discretion granted to SFM LLC,
pursuant to contracts with the SFM Clients, does not extend to portfolio
investments of Quasar Rabbico, including the investment in the Shares. Each of
SFM LLC, Mr. Soros and Mr. Druckenmiller expressly disclaims beneficial
ownership of any such Shares.
(b) (i) 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
voting and dispositive power held by JS&C, notwithstanding the fact that none of
SFM LLC, Mr. Soros and Mr. Druckenmiller currently exercises such power, with
respect to the 823,800 Shares held for the account of Quasar Partners.
(ii) The power to direct the voting and disposition of
the Shares held for the account of Lupa is currently vested in JS&C pursuant to
the Lupa Contract. Mr. Soros, by virtue of his position as a general partner of
Lupa, has the contractual authority on behalf of Lupa to terminate the Lupa
Contract within 60 days and, as a result, Mr. Soros may be deemed to have the
<PAGE>
Page 6 of 8 Pages
voting and dispositive power held by JS&C, notwithstanding the fact that Mr.
Soros currently does not exercise such power, with respect to the 175,800 Shares
held for the account of Lupa. Mr. Paul Soros, the other general partner of Lupa,
does not normally exercise voting and dispositive power over the investments
held for the account of Lupa.
(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 March 19, 1998 (the date of filing of the last statement on
Schedule 13D) by any of the Reporting Persons, Quasar Partners or Lupa.
(d) (i) 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.
(ii) The partners of Lupa have the right to participate
in the receipt of dividends from, or proceeds from the sale of, securities,
including the Shares, held by Lupa in accordance with their ownership interests
in Lupa.
(e) Not applicable.
SFM LLC and Mr. Druckenmiller expressly disclaim beneficial
ownership of any Shares not held for the accounts of the SFM Clients. Mr. Soros
expressly disclaims beneficial ownership of any Shares not held for the accounts
of the SFM Clients and Lupa.
<PAGE>
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: April ___, 1998
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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<CAPTION>
Page 8 of 8 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>
Lupa/1/ 3/19/98 BUY 7,000 15.6071
3/20/98 BUY 5,000 18.6188
3/23/98 BUY 5,000 18.0000
3/24/98 BUY 3,100 18.1089
3/25/98 BUY 8,000 18.1250
3/25/98 BUY 800 18.3125
3/26/98 BUY 1,000 18.3125
3/30/98 BUY 10,000 18.2750
3/30/98 BUY 3,000 18.6250
3/31/98 BUY 8,400 19.1429
3/31/98 BUY 1,000 18.7500
3/31/98 BUY 3,000 19.6875
4/2/98 BUY 1,000 19.6250
4/2/98 BUY 1,000 19.7500
4/3/98 BUY 2,000 19.9813
4/3/98 BUY 1,000 19.8125
4/6/98 BUY 1,500 19.7500
4/7/98 BUY 2,500 19.5500
4/7/98 BUY 3,000 19.3750
4/8/98 BUY 2,000 19.6250
- --------
/1/ Transactions effected at the direction of JS&C.
</TABLE>
