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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)
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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)
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Registrant's telephone number, including area code:(212) 740-6999
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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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Page
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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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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.
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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 *
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* 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.
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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
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Dr. Steven Katz
President
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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 *
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* 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.
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