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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):
March 30, 2000 (March 23, 2000)
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
MARCH 9, 2000
ITEMS IN FORM 8-K
Page
Facing page
Item 5. Other Events 3
Item 7. Financial Statements and Exhibits 4
Signatures
Exhibit Index
2
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ITEM 5. OTHER EVENTS.
On March 23, 2000, the Company extended the expiration date of its
publicly traded Class B warrants from March 31, 2000 to June 30, 2000. Such
action was taken by the Company's Board of Directors. There are 1,188,600 Class
B Warrants outstanding. Each Class B warrant entitles the holder to purchase one
share of the Company's common stock at an exercise price of $15 per share. The
closing price for the Company's Common Stock on the Nasdaq SmallCap market on
March 28, 2000 was $12.375. The original expiration date of the Class B Warrants
was January 18, 1999, but such expiration date was extended by the Company's
Board of Directors on four occasions before the action taken on March 23, 2000.
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
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*
</TABLE>
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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: March 30, 2000 ORTEC INTERNATIONAL, INC.
By: /s/ Steven Katz
----------------
Dr. Steven Katz
President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
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 *
</TABLE>
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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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