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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):
May 3, 1999 (April 22, 1999)
ORTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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)
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
MAY 3, 1999
ITEMS IN FORM 8-K
Page
Facing page
Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 2
Signatures
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. On
December 3, 1998, such expiration date was extended to May 28, 1999.
On April 22, 1999, the Board of Directors of the Company extended the
term of the remaining outstanding Class B Warrants a second time so that the
Class B Warrants will expire at 5:00 p.m., Eastern Standard Time, on November
30, 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). Prior to April 22, 1999, approximately 12,400 of the Class B
Warrants had already been 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: May 3, 1999 ORTEC INTERNATIONAL, INC.
By:/s/ Steven Katz
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.
