0000950123-98-004931 SC 13D/A 1 19980513 NONE JOSEPH STECHLER STECHLER JOSEPH & CO INC /NJ/ /ADV ORTEC INTERNATIONAL INC 0000889992 8071 113068704 DE 1231 SC 13D/A 34 005-47439 98618388 3960 BROADWAY BLDG 28 NEW YORK NY 10032 7183264698 STECHLER JOSEPH & CO INC /NJ/ /ADV 0000889391 222706307 NJ 1231 SC 13D/A 15 ENGLE STREET ENGLEWOOD NJ 07631 2018941500 15 ENGLE ST ENGLEWOOD NJ 07631 STECHLER JOSEPH & CO INC /NJ/ /ADV 19971001 SC 13D/A 1 AMENDMENT NO. 11 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.11) ORTEC INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 68749B108 (CUSIP Number) Gabriel Kaszovitz, Esq. Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP 750 Lexington Avenue New York, New York 10022 (212) 888-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 1998 (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 13-d-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 Exhibit Index: None 2 PAGE 2 OF 8 PAGES SCHEDULE 13D CUSIP NO. 68749B108 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person JOSEPH STECHLER & COMPANY, INC. 2 Check the Appropriate Box if a Member of a Group* a. / / b. /X/ 3 SEC Use Only 4 Source of Funds* 00 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 Jersey 7 Sole Voting Power Number of 1,824,430 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 1,824,430 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,824,430 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* /X/ 13 Percent of Class Represented by Amount in Row (11) 30.33% 14 Type of Reporting Person* CO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 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 JOSEPH STECHLER (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* 00 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 2,041,066 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 2,041,066 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,041,066 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / 13 Percent of Class Represented by Amount in Row (11) 33.18% 14 Type of Reporting Person* IN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 PAGE 4 OF 8 PAGES This Amendment No. 11 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. 11 supplementally amends the initial statement on Schedule 13D dated September 29, 1997 and all amendments thereto (collectively, the "Initial Statement"), filed by the Reporting Persons. This Amendment No. 11 is being filed to report that as a result of recent acquisition of Shares of the Issuer, the number of Shares of which the Reporting Persons may be deemed the beneficial owners has increased by more than one percent of the total outstanding Shares. 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 Joseph Stechler & Company, Inc. ("JSC") and by Mr. Joseph Stechler ("Mr. Stechler"). 64,300 Shares of the recently acquired Shares of the Issuer reported in this amendment were acquired and held for the accounts of other investment management clients of JSC ("Other Clients"). All such securities were acquired at the direction of JSC. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. JSC invested approximately $1,319,297 of the funds of Other Clients to purchase the Shares reported herein as being acquired since April 23, 1998 (the date as of which the last amendment which is part of the Initial Statement was filed) for the accounts of Other Clients. The Shares held for the accounts of Quasar Partners and Other Clients and the Shares and warrants of JSC may be held through margin accounts maintained with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules, and such firms' credit policies. Such Shares which may be held in the margin accounts are pledged as collateral security for the repayment of debit balances in the respective accounts. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have been advised by Other Clients that all of the Shares reported herein as having been acquired for or disposed of from the accounts of Other Clients were acquired or disposed of for investment purposes. None among the Reporting Persons nor, to the best of their knowledge, SFM LLC, Quasar Partners, nor any of the Other Clients has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. JSC and Mr. Stechler reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. 5 PAGE 5 OF 8 PAGES ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) JSC may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3) of 1,824,430 Shares (30.33% of the total number of Shares outstanding assuming the exercise of all warrants held by JSC), which consists of (i) 560,630 Shares held for the account of JSC, (ii) the 823,800 Shares held for the account of Quasar Partners pursuant to the JSC Contract and (iii) the 290,000 Shares held for the accounts of Other Clients and (iv) 150,000 Shares which JSC has the right to acquire upon exercise of warrants owned by it. Including such Shares which may be deemed to be beneficially owned by JSC and which JSC has the right to acquire, Mr. Stechler may be deemed to be the beneficial owner (as that term is defined in Rule 13d-3) of 2,041,066 Shares (33.18% of the total number of Shares outstanding assuming the exercise of all warrants and options owned by Mr. Stechler and JSC), which consists of (v) 560,630 Shares owned by JSC, (vi) 823,800 Shares held for the account of Quasar Partners, (vii) 290,000 Shares held for the accounts of Other Clients, (viii) 137,430 Shares which Mr. Stechler has the right to acquire upon the exercise of warrants and options owned by him (ix) 79,206 Shares held for the account of Joseph Stechler, and (x) 150,000 Shares which JSC has the right to acquire upon the exercise of warrants owned by it. (b) The Shares listed below include the 823,800 Shares held by JSC for the account of Quasar Partners and 290,000 Shares held by JSC for the accounts of Other Clients, all pursuant to investment management contracts with JSC.
Mr. Stechler (including Shares JSC reported for JSC) --- ----------------- Sole power to vote or direct the vote: 1,824,430 2,041,066 Mr. Stechler (including Shares JSC reported for JSC) --- ----------------- Sole power to dispose or direct the disposition: 1,824,430 2,041,066
(c) See Annex A-1 for all transactions through May 8, 1998. All transactions there listed were routine brokerage transactions effected in the over-the-counter market by JSC. 6 PAGE 6 OF 8 PAGES (d) The Reporting Persons have been advised that the partners of Quasar Partners, including Quasar International Fund C.V., a Netherlands Antilles corporation, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the 823,800 Shares held by JSC for the account of Quasar Partners, in accordance with their partnership interests in Quasar Partners. The Reporting Persons have been advised that the beneficial owners of the securities held by the Other Clients, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the 290,000 Shares held by JSC for the accounts of Other Clients in accordance with their said beneficial interests. The Reporting Persons have the right to receive or direct the receipt of dividends from, or proceeds from the sale of, all Shares deemed beneficially owned by them except; the 823,800 Shares held by JSC for the account of Quasar Partners and the 290,000 Shares held by JSC for the accounts of Other Clients. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Items 2, 3, and 5 are incorporated by references in this Item 6. 7 PAGE 7 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: May 8, 1998 /s/ JOSEPH STECHLER -------------------------------------------- JOSEPH STECHLER JOSEPH STECHLER & COMPANY, INC. By /s/ Joseph Stechler ----------------------------------------- Joseph Stechler, President 8 PAGE 8 OF 8 PAGES ANNEX A-1 RECENT PURCHASES OF THE COMMON STOCK OF ORTEC INTERNATIONAL, INC. FOR THE ACCOUNT OF OTHER CLIENTS ALL TRANSACTIONS EFFECTED BY JSC
DATE OF NUMBER OF PRICE TRANSACTION SHARES PER SHARE 04/24/98 8,000 19.50 04/24/98 4,000 19.50 04/27/98 9,000 19.70 04/27/98 4,900 19.81 04/28/98 1,000 19.94 04/30/98 5,000 20.25 04/30/98 5,000 20.56 05/04/98 1,400 22.06 05/04/98 3,000 22.00 05/06/98 3,500 21.50 05/06/98 4,000 21.56 05/07/98 2,000 21.37 05/07/98 2,500 21.44 05/07/98 3,000 21.52 05/08/98 3,000 20.56 05/08/98 5,000 21.20