-----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, J7jasbutheEy/q20ZQKz6mgWnd7nEPV5As4MfhT1F+/WdA1yP3iZXSJVCTdDGUsB YRT9LY056KLDtFR+QeFTNw== 0000950117-01-000683.txt : 20010409 0000950117-01-000683.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950117-01-000683 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010402 EFFECTIVENESS DATE: 20010402 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-58084 FILM NUMBER: 1589439 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY STREET 2: BLDG 28 CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 7183264698 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. EX-5 2 0002.txt EXHIBIT 5 EXHIBIT 5 FEDER, KASZOVITZ, ISAACSON, WEBER, SKALA, BASS & RHINE LLP ATTORNEYS AT LAW INTERNATIONAL PLAZA 750 LEXINGTON AVENUE NEW YORK, N.Y. 10022-1200 -------------- Telephone 212-888-8200 Telefax: 212-888-7776 March 30, 2001 Ortec International, Inc. 3960 Broadway New York, New York 10032 Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Ortec International, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the registration of 1,450,000 shares of the common stock of the Company, par value, $.001 per share (the "Shares"). The Shares may be issued upon the exercise of options to be granted by the Company pursuant to its 1996 Stock Option Plan, as amended and restated to date (the "Plan"). As counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares upon the exercise of the options granted pursuant to the Plan, and that the Shares being registered pursuant to the Registration Statement, when issued in accordance with the terms of the Plan, and paid for, will be duly authorized, legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine LLP EX-23 3 0003.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report, dated February 21, 2001, accompanying the financial statements of Ortec International, Inc. (a development stage enterprise) included in the Annual Report on Form 10-K for the year ended December 31, 2000, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned report. GRANT THORNTON LLP New York, New York March 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----