SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
ORTEC INTERNATIONAL INC.
------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
------------------------------
(Title of Class of Securities)
68749B108
---------
(CUSIP Number)
January 2, 2001
-----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 12 Pages
Exhibit Index: Page 10
<PAGE>
SCHEDULE 13G
CUSIP No. 68749B108 Page 2 of 12
1 Names of Reporting Persons
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 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 770,040
Shares
Beneficially 6 Shared Voting Power
Owned by 0
Each
Reporting 7 Sole Dispositive Power
Person 770,040
with:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
770,040
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
7.96%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68749B108 Page 3 of 12
1 Names of Reporting Persons
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 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,229,900
Shares
Beneficially 6 Shared Voting Power
Owned by 0
Each
Reporting 7 Sole Dispositive Power
Person 1,229,900
With:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,229,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
12.71%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 68749B108 Page 4 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LUPA FAMILY PARTNERS
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 459,860
Shares
Beneficially 6 Shared Voting Power
Owned by 0
Each
Reporting 7 Sole Dispositive Power
Person 459,860
With:
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
459,860
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
4.75%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
Page 5 of 12
The Shares reported herein were previously reported on a Schedule 13D, the
last amendment of which was filed on July 7, 2000.
Item 1(a) Name of Issuer:
Ortec International Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
3960 Broadway, New York, New York 10032
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the
following reporting persons (collectively, the
"Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) Mr. George Soros ("Mr. Soros"); and
iii)Lupa Family Partners ("Lupa").
This statement relates to the Shares held for the accounts of
Quasar International Partners, C.V., a Netherlands Antilles limited partnership
("Quasar Partners") and Lupa. SFM LLC serves as principal investment manager to
Quasar Partners and, as such, has been granted investment discretion over
portfolio investments, including the Shares, held for the account of Quasar
Partners. Mr. Soros is the Chairman of SFM LLC and in such capacity may be
deemed to have the sole power to direct the voting and disposition over the
Shares held for the account of Quasar Partners. 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 over the 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.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of SFM
LLC, Mr. Soros and Lupa is 888 Seventh Avenue, 33rd Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) SFM LLC is a Delaware limited liability company;
ii) Mr. Soros is a United States citizen; and
iii) Lupa is a New York limited partnership.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value.
<PAGE>
Page 6 of 12
Item 2(e) CUSIP Number:
68749B108
Item 3 If this statement is filed pursuant to Rule 13d-1(b),
or Rule 13d-2(b) or (c), check whether the person
filing is a:
This Item 3 is not applicable.
Item 4 Ownership:
Item 4(a) Amount Beneficially Owned:
As of January 2, 2001, each of the Reporting Persons
may be deemed the beneficial owner of the following
number of shares:
(i) SFM LLC may be deemed the beneficial owner
of the 770,040 Shares held for the account
of Quasar Partners.
(ii) Mr. Soros may be deemed the beneficial owner
of 1,229,900 Shares. This number consists of
(A) 770,040 Shares held for the account of
Quasar Partners and (B) 459,860 Shares held
for the account of Lupa.
(iii) Lupa may be deemed the beneficial owner of
the 459,860 shares held for its own
account.
Item 4(b) Percent of Class:
(i) The number of Shares of which SFM LLC may be
deemed the beneficial owner constitutes
approximately 7.96% of the total number of
Shares outstanding.
(ii) The number of Shares of which Mr. Soros may
be deemed the beneficial owner constitutes
approximately 12.71% of the total number of
Shares outstanding.
(iii) The number of Shares of which Lupa may be
deemed the beneficial owner constitutes
approximately 4.75% of the total number of
Shares outstanding.
Item 4(c) Number of shares as to which such person has:
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 770,040
<PAGE>
Page 7 of 12
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 770,040
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 1,229,900
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,229,900
(iv) Shared power to dispose or to direct the disposition of: 0
Lupa Family Partners
--------------------
(i) Sole power to vote or to direct the vote: 459,860
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 459,860
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
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.
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.
SFM LLC expressly disclaims beneficial ownership of
any Shares not held for the account of Quasar
Partners. Lupa expressly disclaims beneficial
ownership of any Shares not held for its own account.
Item 7 Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company:
This Item 7 is not applicable.
<PAGE>
Page 8 of 12
Item 8. Identification and Classification of Members of the
Group:
This Item 8 is not applicable.
Item 9 Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10 Certification:
By signing below each signatory certifies that, to
the best of his/its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 9 of 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 2, 2001 SOROS FUND MANAGEMENT LLC
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Dated: January 2, 2001 GEORGE SOROS
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Dated: January 2, 2001 LUPA FAMILY PARTNERS
By: GEORGE SOROS,
its General Partner
By: /s/ Richard D. Holahan, Jr.
---------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 10 of 12
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of January 2, 2001, by and
among Soros Fund Management LLC, Mr. George Soros and Lupa Family
Partners..................................................................11
B. Power of Attorney, dated as of January 27, 2000, granted by Mr.
George Soros in favor of Mr. Michael C. Neus and Mr. Richard D.
Holahan, Jr...............................................................12
