<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ORTEC INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 11-3068704
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3960 Broadway, New York, New York 10032
(Address of principal executive offices)
ORTEC INTERNATIONAL, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
STEVEN KATZ, PhD, PRESIDENT
ORTEC INTERNATIONAL, INC.
3960 BROADWAY
NEW YORK, NEW YORK 10032
(212) 740-6999
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
GABRIEL KASZOVITZ, ESQ.
FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA & BASS LLP
750 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 888-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock 610,000(1) $ (2) $7,331,407(3) $2,039
($.001 par shares
value)
Common Stock 590,000(4) $8.09375 $4,775,313(5) $1,328
($.001 par shares
value)
Total 1,200,000
shares $3,367
</TABLE>
- ------
(1) Shares underlying options already granted under the Company's Amended and
Restated 1996 Stock Option Plan (the "Plan").
(2) The maximum offering prices per share are equal to the various exercise
prices of the options already granted under the Plan.
(3) The product resulting from multiplying the number of shares underlying
options already granted under the Plan by the various exercise prices at
which such options may be exercised, as determined in accordance with Rule
457(h) of the Securities Act of 1933, as amended.
(4) Shares underlying the Plan for which no options have been granted.
(5) Estimated solely for purposes of calculating the registration fee on the
basis of the product resulting from multiplying 590,000 shares of Common
Stock by $8.09375, the average of the high and low prices of the shares of
Common Stock on the Nasdaq SmallCap Market on June 11, 1999.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-47671),
FILED WITH THE COMMISSION ON MARCH 10, 1998, ARE HEREBY INCORPORATED BY
REFERENCE, EXCEPT AS REVISED BELOW.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Ortec International, Inc., a Delaware
corporation (the "Company" or the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.
(c) The description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A, filed December 5, 1995 and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicate that all shares of Common Stock offered
hereby have been sold or which deregisters all shares then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
**4 Ortec International, Inc. Amended and Restated 1996 Stock Option
Plan
*5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
*23.1 Consent of Grant Thornton, LLP
*23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
- ----------
* Filed herewith.
** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's
Proxy Statement, filed with the Commission on June 25, 1998, and
incorporated herein by reference.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 16th day of June,
1999.
ORTEC INTERNATIONAL, INC.
By: /s/Steven Katz
-------------------------------------
Steven Katz, PHD, President, Chief
Executive Officer and Chairman
<PAGE> 6
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven Katz Chairman, Chief June 16, 1999
- --------------------------- Executive Officer
Steven Katz, PhD and President
(Principal Executive
Officer)
/s/ Ron Lipstein Treasurer, June 16, 1999
- --------------------------- Secretary, Chief
Ron Lipstein Financial Officer
and (Principal
Financial Officer)
/s/ Mark Eisenberg Senior Vice June 16, 1999
- --------------------------- President - Research
Dr. Mark Eisenberg and Development and
Director
/s/ Alain Klapholz Director and Vice June 16, 1999
- --------------------------- President - Operations
Alain Klapholz
Director
- ---------------------------
Joseph Stechler
/s/ Steven Lilien Director June 16, 1999
- ---------------------------
Steven Lilien, PhD
</TABLE>
<PAGE> 7
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
**4 Ortec International, Inc. Amended and Restated 1996 Stock Option
Plan
*5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
*23.1 Consent of Grant Thornton, LLP
*23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
(contained in Exhibit 5)
</TABLE>
- ----------
* Filed herewith.
** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's
Proxy Statement, filed with the Commission on June 25, 1998, and
incorporated herein by reference.
<PAGE> 1
EXHIBIT 5
June 16, 1999
Ortec International, Inc.
3960 Broadway
New York, New York 10032
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Ortec International, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of 1,200,000
shares of the common stock of the Company, par value, $.001 per share (the
"Shares"). The Shares may be issued upon the exercise of options granted or to
be granted by the Company pursuant to its Amended and Restated 1996 Stock Option
Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares upon
the exercise of the options granted pursuant to the Plan, and that the Shares
being registered pursuant to the Registration Statement, when issued in
accordance with the terms of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, dated February 19, 1999, accompanying the financial
statements and schedule included in the Annual Report of Ortec International,
Inc. (a development stage enterprise) on Form 10-K for the year ended December
31, 1998. We hereby consent to the incorporation by reference of said report in
the Registration Statement of Ortec International, Inc. on Form S-8.
GRANT THORNTON LLP
New York, New York
June 16, 1999
