ORTEC INTERNATIONAL INC
8-K, 1998-12-23
MEDICAL LABORATORIES
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                      
                                   FORM 8-K
                                      
                                      
                                Current Report
                       Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934
                                      
              Date of Report (Date of earliest event reported):
                     December 23, 1998 (December 3, 1998)
                                      
                                      
                                      
                          ORTEC INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)
                                      



<TABLE>
<CAPTION>
<S>                                                           <C>                           <C>
          Delaware                                            0-27368                       11-3068704
          (State or other jurisdiction of                     (Commission                   (I.R.S. Employer
          incorporation or organization)                      File Number)                  Identification No.)



         3960 Broadway
         New York, New York                                                                 10032
         (Address of principal executive offices)                                           (Zip Code)
</TABLE>



Registrant's telephone number, including area code:(212) 740-6999
<PAGE>   2
                          ORTEC INTERNATIONAL, INC.
                              INDEX TO FORM 8-K
              FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                              DECEMBER 23, 1998
                                      
                                      
                              ITEMS IN FORM 8-K

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Facing page                                                   
                                                              
Item 5.           Other Events                                            3
                                                              
Item 7.           Financial Statements and Exhibits                       4
                                                              
Signatures                                                                5

Exhibit Index                                                                  
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                                        2
<PAGE>   3
ITEM 5.           OTHER EVENTS.

         Ortec International, Inc. (the "Company") had outstanding 1,200,000
publicly traded Class B Warrants (the "Class B Warrants"), each Class B Warrant
entitling the holder thereof to purchase one (1) share of Common Stock of the
Company at an exercise price of $15.00 per share. The Class B Warrants were
scheduled to expire, pursuant to their original terms, on January 18, 1999.
Prior to December 3, 1998, approximately 12,400 of the Class B Warrants had
already been exercised.

         On December 3, 1998, the Board of Directors of the Company extended the
term of the remaining outstanding Class B Warrants so that the Class B Warrants
will expire at 5:00 p.m., Eastern Standard Time, on May 28, 1999. The Board took
such action because it believed, in the event the Company were to achieve
certain scheduled milestones, the trading price of the Company's Common Stock
may rise sufficiently to allow for the exercise of the Class B Warrants,
providing the Company with additional capital of up to approximately $17.8
million (provided all the outstanding Class B Warrants were exercised).

         Other then the extension of the expiration date, the directors did not
change the exercise price, the redemption provisions or any other provisions of
the Class B Warrants.

         Statements in this Current Report on Form 8-K which express the
"belief", "anticipation" or "expectation", as well as other statements which are
not historical fact, and statements as to future exercise of warrants insofar as
they may apply prospectively, are forward-looking statements within the meaning
and pursuant to the Safe Harbor provisions of the Securities Litigation Reform
Act of 1995 and involve risks and uncertainties. Actual results may differ
significantly from the results discussed in this Current Report on Form 8-K or
in other forward-looking statements presented by management. Factors that might
cause such a difference include, but are not limited to, development by the
Company's competitors of new technologies or products that are more effective
than the Company's, risks of failure of clinical trials, dependence on and
retention of key personnel, protection of proprietary technology, compliance
with U.S. Food and Drug Administration regulations, continued availability of
raw material for the Company's products, availability of product liability
insurance in the event of commercialization of the Company's products, ability
to effect transition from pilot-scale manufacturing to large-scale commercial
production of products, uncertainty as to the availability of additional capital
on acceptable terms, if at all, and the demand for the Company's products, if
and when commercially available.

                                        3
<PAGE>   4
ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.


         (C)  EXHIBITS.


EXHIBIT
NUMBER            DESCRIPTION

4.1               Form of Warrant Agreement for the Class B Warrants *

4.2               Form of Certificate for the Class B Warrants filed as
                  Exhibit B to Exhibit 4.1 *

- ------------------------

*                 Filed as an exhibit to the Company's Amendment No. 1 to
                  its Registration Statement on Form SB-2 as filed with
                  the Commission on November 15, 1995 (Registration No.
                  33-96090) and incorporated herein by reference.

                                        4
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated:  December 23, 1998              ORTEC INTERNATIONAL, INC.



                                       By:/s/ Steven Katz
                                          -------------------------------------
                                          Dr. Steven Katz
                                          President

                                        5
<PAGE>   6
                                  EXHIBIT INDEX


EXHIBIT
NUMBER            DESCRIPTION

4.1               Form of Warrant Agreement for the Class B Warrants *

4.2               Form of Certificate for the Class B Warrants filed as
                  Exhibit B to Exhibit 4.1 *

- ------------------------

*                 Filed as an exhibit to the Company's Amendment No. 1 to its
                  Registration Statement on Form SB-2 as filed with the
                  Commission on November 15, 1995 (Registration No. 33-96090)
                  and incorporated herein by reference.

                                        6


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