SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
July 31, 1999
_____________________________________
(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 823,800
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 823,800
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
823,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
12.55%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 8 Pages
SCHEDULE 13D
CUSIP No. 68749B108
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LUPA FAMILY PARTNERS
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
New York
7 Sole Voting Power
Number of 467,400
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 467,400
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
467,400
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
7.12%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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)
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 467,400
Shares
Beneficially 8 Shared Voting Power
Owned By 823,800
Each
Reporting 9 Sole Dispositive Power
Person 467,400
With
10 Shared Dispositive Power
823,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,291,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
19.67%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 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 823,800
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
823,800
11 Aggregate Amount Beneficially Owned by Each Reporting Person
823,800
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
12.55%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 8 Pages
This Amendment No. 13 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. 13 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. 13 is being filed to report that on
July 31, 1999 the JS&C Contract (as previously defined) and the Lupa Contract
(as previously defined) were terminated. 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, Lupa, Mr. Soros and
Mr. Druckenmiller (collectively, the "Reporting Persons"). This statement
relates to Shares held for the accounts of Quasar Partners and Lupa.
Item 5. Interest in Securities of the Issuer.
On July 31, 1999, the JS&C Contract and the Lupa Contract were
terminated.
(a) (i) 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 12.55% of the total number of Shares outstanding).
(ii) Mr. Soros may be deemed the beneficial owner of
1,291,200 Shares (approximately 19.67% of the total number of Shares
outstanding). This number consists of (A) 823,800 Shares held for the account of
Quasar Partners and (B) 467,400 Shares held for the account of Lupa.
(iii)Lupa may be deemed the beneficial owner of the
467,400 Shares held for its own account (approximately 7.12% of the total number
of Shares outstanding).
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) SFM LLC may be deemed to have the sole power to direct
the voting and disposition of the 823,800 Shares held for the account of Quasar
Partners.
(ii) Each of Mr. Soros and Mr. Druckenmiller may be deemed
to have the shared power to direct the voting and disposition of the 823,800
Shares held for the account of Quasar Partners.
(iii) Mr. Soros, by virtue of his position as a general
partner of Lupa, may be deemed to have the sole power to direct the voting and
disposition of the 467,400 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.
<PAGE>
Page 7 of 8 Pages
(iv) Lupa may be deemed to have the sole power to direct
the voting and disposition of the 467,400 Shares held for its own account.
(c) There have been no transactions with respect to the Shares
since June 11, 1999 (60 days prior to the date hereof) by any of the Reporting
Persons or Quasar Partners.
(d) (i) Pursuant to a combination of Quasar Fund with and into
Quantum Industrial Holdings Ltd. ("QIH"), effective February 1, 1999, portfolio
investments previously held indirectly by Quasar Fund (including the Shares held
for the account of Quasar Partners) were transferred to, and are held indirectly
by, QIH. SFM LLC serves as principal investment manager to both Quasar Partners
and QIH, and remains the principal investment manager of such portfolio
investments. The partners of Quasar Partners, including Quantum Industrial
Partners LDC, a Cayman Islands limited duration company, 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, the Shares held by
Lupa in accordance with their partnership 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. Lupa expressly disclaims ownership of any Shares
not held for its account.
<PAGE>
Page 8 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: August 10, 1999
SOROS FUND MANAGEMENT LLC
By: /S/ SEAN C. WARREN
----------------------------------------
Sean C. Warren
Managing Director
LUPA FAMILY PARTNERS
By: George Soros
its General Partner
By: /S/ SEAN C. WARREN
------------------------------
Sean C. Warren
Attorney-in-Fact
GEORGE SOROS
By: /S/ SEAN C. WARREN
----------------------------------------
Sean C. Warren
Attorney-in-Fact
STANLEY F. DRUCKENMILLER
By: /S/ SEAN C. WARREN
----------------------------------------
Sean C. Warren
Attorney-in-Fact
