SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
ORTEC INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(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)
March 12, 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 10 Pages
<PAGE>
Page 2 of 10 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
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 10 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
930,300\1\
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
16.13%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------------
\1\ See Item 5.
<PAGE>
Page 4 of 10 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
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 10 Pages
This Amendment No. 8 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. 8 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. 8 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 2. Identity and Background.
This Statement is being filed by SFM LLC, Mr. Soros and Mr.
Druckenmiller (collectively, the "Reporting Persons"). This Statement relates to
Shares held for the accounts of Quasar Partners and Lupa (as defined herein).
This Item 2 is supplemented as follows:
Lupa Family Partners ("Lupa") is a New York limited partnership
which is primarily engaged in securities investment. In his capacity as one of
two general partners, Mr. Soros exercises voting and dispositive power with
respect to securities held for the account of Lupa. The other general partner of
Lupa is Mr. Paul Soros, Mr. Soros' brother, who does not normally exercise
voting or dispositive power over the investments held by Lupa. Mr. Paul Soros, a
United States citizen, is a private investor. Mr. Paul Soros has his principal
office at 888 Seventh Avenue, New York, New York 10106.
Updated information concerning the Managing Directors of SFM LLC is set forth in
Annex A hereto and incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
JS&C expended approximately $84,438 of the working capital of
Quasar Partners to purchase the Shares reported herein as being acquired since
January 30, 1998 (the date of filing of the last statement on Schedule 13D).
Lupa has granted investment discretion over certain of its funds
to JS&C pursuant to an investment advisory contract between Lupa and JS&C (the
"Lupa Contract"). The Shares reported herein as being held for the account of
Lupa were acquired at the direction of JS&C. JS&C expended approximately
$1,528,568 of the working capital of Lupa to purchase the Shares reported herein
as being acquired since January 30, 1998 (the date of filing of the last
statement on Schedule 13D).
The Shares held for the account of Quasar Partners and Lupa 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.
<PAGE>
Page 6 of 10 Pages
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 or Lupa were acquired or
disposed of for investment purposes. Neither Quasar Partners Lupa, nor any of
the Reporting Persons 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.
Mr. Soros, Mr. Druckenmiller and SFM LLC reserve the right to
acquire, or cause to be acquired, additional securities of the Issuer, to
dispose of, or cause to be disposed, 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 Quasar Partners, market conditions or other factors.
Mr. Soros reserve the right to acquire, or cause to be acquired,
additional securities of the Issuer, to dispose of, or cause to be disposed,
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 Lupa, market conditions or
other factors.
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 930,300 (approximately 16.13% of the total
number of Shares outstanding). This number consists of (A) 823,800 Shares held
for the account of Quasar Partners and (B) 106,500 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.
<PAGE>
Page 7 of 10 Pages
(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
voting and dispositive power held by JS&C, notwithstanding the fact that Mr.
Soros currently does not exercise such power, with respect to the 106,500 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 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 January 30, 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.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons, Quasar Partners
and Lupa 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
securities, including 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 Lupa do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
<PAGE>
Page 8 of 10 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: March 19, 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>
Page 9 of 10 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
L. Kevin Dann
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
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, New York, New York
10106.
To the best of the Reporting Persons' knowledge:
(a) None of the above persons holds 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 10 Pages
ANNEX B
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 Partners/1/ 1/30/98 BUY 5,000 14.0875
1/30/98 BUY 1,000 14.0000
Lupa/1/ 3/2/98 BUY 15,000 14.0000
3/2/98 BUY 5,000 13.9375
3/4/98 BUY 2,000 13.7500
3/5/98 BUY 3,000 13.8750
3/6/98 BUY 18,000 13.9965
3/9/98 BUY 1,700 13.9375
3/10/98 BUY 1,800 14.0625
3/10/98 BUY 2,500 14.2500
3/12/98 BUY 2,000 14.0000
3/12/98 BUY 3,000 14.1250
3/12/98 BUY 10,000 14.1250
3/13/98 BUY 6,000 14.4375
3/16/98 BUY 500 14.3750
3/17/98 BUY 5,000 15.1250
3/17/98 BUY 26,000 14.8894
3/18/98 BUY 5,000 15.0000
- --------
1 Transactions effected at the direction of JS&C.
</TABLE>
