S-8 1 0001.txt ORTEC INTERNATIONAL, INC. As filed with the Securities and Exchange Commission on _____________, 2000 Registration No. _________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORTEC INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) DELAWARE 11-306874 -------------------- --------------------------------- (State or other jurisdiction of I.R.S. Employer Identification No. incorporation or organization 3960 Broadway, New York, New York 10032 (Address of principal executive offices) ORTEC INTERNATIONAL, INC. 1996 STOCK OPTION PLAN, AS AMENDED AND RESTATED (Full title of the plan) Steven Katz, PhD, President Ortec International, Inc. 3960 Broadway New York, New York 10032 (212) 740-6999 (Name, address and telephone number, including area code, of agent for service) Copy to: Gabriel Kaszovitz, Esq. Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP 750 Lexington Avenue New York, New York 10022 (212) 888-8200 Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Title of Offering Maximum Amount Securities Amount to be Price Aggregate Registration to be Registered Registered Per Share Offering Price Fee Common Stock 1,450,000(1) $6.11 $8,859,500(2) $2,215 ($.001 par value) shares
------ (1) Represents shares underlying the Company's 1996 Stock Option Plan, as amended and restated to date (the "Plan"), for which no registration statement has been previously filed. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the product resulting from multiplying 1,450,000 shares of Common Stock by $6.11, the average of the high and low sales prices of the shares of Common Stock, as reported on the Nasdaq SmallCap Market on March 28, 2001. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT THE CONTENTS OF THE REGISTRATION STATEMENTS ON FORM S-8, FILED WITH THE COMMISSION ON MARCH 10, 1998 AND JUNE 16, 1999 (FILE NOS. 333-47671 AND 333-80799, RESPECTIVELY), ARE HEREBY INCORPORATED BY REFERENCE, EXCEPT AS REVISED BELOW. Item 3. Incorporation of Certain Documents by Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") by Ortec International, Inc., a Delaware corporation (the "Company" or the "Registrant"), pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Securities Act of 1933, as amended (the "Securities Act"), are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 2000. (b) The description of the Common Stock set forth in the Company's Registration Statement on Form 8-A, filed December 5, 1995 and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits.
Number Description of Exhibit ------ ---------------------- **4 Ortec International, Inc. 1996 Stock Option Plan, as Amended and Restated to date *5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP *23.1 Consent of Grant Thornton LLP *23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP (contained in Exhibit 5)
---------- * Filed herewith. ** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's Proxy Statement, filed with the Commission on July 12, 2000, and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 30 day of March, 2001. ORTEC INTERNATIONAL, INC. By: /s/ Steven Katz ----------------------- Steven Katz, PhD, Chief Executive Officer and Chairman Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Steven Katz Chairman, Chief Executive Officer and March 30, 2001 -------------------- Director (Principal Executive Officer) Steven Katz, PhD /s/ Ron Lipstein Vice Chairman, Treasurer, Secretary, March 30, 2001 -------------------- Chief Financial Officer and Director Ron Lipstein (Principal Financial and Accounting Officer) -------------------- Senior Vice President, Research Dr. Mark Eisenberg and Development and Director /s/ Alain Klapholz Director and Vice March 30, 2001 -------------------- President, Operations Alain Klapholz -------------------- Director Joseph Stechler /s/ Steven Lilien -------------------- Director March 29, 2001 Steven Lilien, PhD .
INDEX OF EXHIBITS
Number Description of Exhibit ------ ---------------------- **4 Ortec International, Inc. 1996 Stock Option Plan, as Amended and Restated to date * 5 Opinion of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP *23.1 Consent of Grant Thornton LLP *23.2 Consent of Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP (contained in Exhibit 5)
---------- * Filed herewith. ** Included as an exhibit to the Registrant's Schedule 14A, the Registrant's Proxy Statement, filed with the Commission on July 12, 2000, and incorporated herein by reference.