-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQ2YtrYrrRqCR4N/FrgjYLN8RDOLz4hm2VkveCbg1ht/1k3Fo2si0XAWiHzqT1bL 6+aa/nAcB5Cx1DFiexfYTg== 0000921530-01-000001.txt : 20010122 0000921530-01-000001.hdr.sgml : 20010122 ACCESSION NUMBER: 0000921530-01-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010102 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: LUPA FAMILY PARTNERS GROUP MEMBERS: SOROS FUND MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000889992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 113068704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47439 FILM NUMBER: 1500787 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY STREET 2: BLDG 28 CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 7183264698 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 0001.txt SCHEDULE 13G RE ORTEC INTERNATIONAL INC. 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 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! 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! 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 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 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 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 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 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 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 EX-99.A4 2 0002.txt EXHIBIT A - JOINT FILING AGREEMENT Page 11 of 12 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Ortec International Inc., dated as of January 2, 2001, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 EX-24 3 0003.txt EXHIBIT B - POWER OF ATTORNEY Page 12 of 12 EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of MICHAEL C. NEUS and RICHARD D. HOLAHAN, JR. acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 27th day of January, 2000. /s/ George Soros ---------------- GEORGE SOROS -----END PRIVACY-ENHANCED MESSAGE-----