-----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, DGj6lQpgy9uoHGithmpWjEh5zpAuYZ/gRX8ILaEG52c1kBZY3EnITNk0gGd4wXqU yLmPTMuwrtwMIOzYbQlATA== 0000950117-04-004314.txt : 20041209 0000950117-04-004314.hdr.sgml : 20041209 20041209172608 ACCESSION NUMBER: 0000950117-04-004314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041203 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000889992 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 113068704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27368 FILM NUMBER: 041194170 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY STREET 2: BLDG 28 CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 7183264698 8-K 1 a38887.txt ORTEC INTERNATIONAL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 3, 2004 ORTEC INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 0-27368 11-3068704 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3960 Broadway, New York, New York 10032 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 740-6999 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.02 Unregistered Sales of Equity Securities On November 16, 2004, we made a Special Warrant Offer ("SWO") to all holders of our Series B-1, Series B-2 and Series C warrants. Such warrants were originally issued in connection with our Series B and Series C preferred stock financings in November and December 2002 and in February, May and July 2003. At the time of the SWO there were outstanding and eligible for the SWO: 667,989 and 25,000 Series B-1 warrants exercisable to purchase our common stock at $4.00 and $15.00 per common share, respectively; 544,138 and 25,000 Series B-2 warrants exercisable to purchase our common stock at $5.00 and $20.00 per common share, respectively, and 1,707,000 Series C warrants to purchase our common stock at $3.60 per common share. Under the terms of the SWO, the holders were entitled to purchase 1/3 of such shares they could otherwise purchase at a reduced exercise price of $1.67 per common share. Concurrently with such exercise they would receive 2/9 of such shares they could otherwise purchase at the reduced exercise price of $0.01 per common share, and they would surrender the right to purchase their remaining 4/9 of such shares they could otherwise purchase. Each warrant holder participating in the SWO will receive a new warrant to purchase 30% of the common shares acquired by such purchaser in the SWO. (a) The SWO was concluded December 3, 2004. We sold an aggregate of 1,404,518 shares of our common stock and warrants to purchase an additional 421,355 shares of our common stock for $2.00 per share. (c) Holders of 491,791 of our Series B-1 warrants, 431,341 of our Series B-2 warrants, and 1,605,000 of our Series C warrants participated in the SWO. Participation in the offering resulted in our receiving cash proceeds of $1,310,131 and $100,000 as forgiveness of a promissory note obligation. There will be no fees paid to our placement agent in connection with the SWO. (d) Our sale of the shares and warrants in the SWO was exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) of such Act, as a transaction by an issuer not involving any public offering and pursuant to the provisions of Regulation D since all the offerees are accredited investors. The Series B and Series C SWO's are filed as Exhibits 2.1 and 2.2 to this Form 8-K. (e) The new warrants issued to the purchasers in the SWO's, to purchase an aggregate of 421,355 shares of our common stock, are exercisable at a price of $2.00 per share. Item 9.01 Financial Statements and Exhibits. (c) Exhibits.
Exhibit No. Description ----------- ----------- 2.1 Ortec International Inc. Series B Special Warrant Offer 2.2 Ortec International Inc. Series C Special Warrant Offer
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 9, 2004 ORTEC INTERNATIONAL, INC. By: /s/ Ron Lipstein Ron Lipstein Chief Executive Officer EX-2 2 ex2-1.txt EXHIBIT 2.1 Exhibit 2.1 ORTEC INTERNATIONAL, INC. SPECIAL WARRANT OFFER November 16, 2004 Ortec International, Inc., a Delaware corporation ("Ortec"), is offering to permit the holders of its outstanding Series B-1 and B-2 Stock Purchase Warrants (together the "Series B Warrants") to exercise these warrants at an adjusted exercise price, as more fully described in this Special Warrant Offer. Background The Series B Warrants were issued in connection with Ortec's Series B Preferred Stock financings in 2002 and 2003. Special Warrant Offer Ortec is offering to permit the holders of its outstanding Series B Warrants to exercise their Series B Warrants in accordance with the following provisions: A. The holders shall each be entitled to purchase one-third (1/3) (three ninths (3/9)) of such shares of Ortec common stock they could otherwise purchase upon exercise of such portions of their Series B Warrants they elect to exercise (the "Exercised Series B Warrants") pursuant to this Special Warrant Offer, at a reduced exercise price of $1.67 per share (the "Adjusted Exercise Price"); B. Concurrently with such exercise of the Exercised Series B Warrants, the holder shall be entitled to purchase an additional two ninths (2/9) of such shares of Ortec common stock they could otherwise purchase upon exercise of such Exercised Series B Warrants, at the reduced exercise price of one cent ($0.01) per share (the "Second Adjusted Exercise Price:"); and C. Surrender the right to purchase the remaining four ninths (4/9) of such shares of Ortec common stock they could otherwise purchase upon exercise of such Exercised Series B Warrants. For warrant holders whose participation in this Special Warrant Offer would result in ownership in excess of 9.99% of the common stock currently outstanding, such holders shall be issued in lieu of Ortec's common stock so many shares of Ortec's Series D Convertible Preferred Stock as would entitle such holder to acquire, upon conversion, the same number of shares of Ortec's common stock. Such Series D pays no dividend and shall convert into common stock when the holder's ownership percentage falls below 9.99%. All common shares delivered to the holders pursuant to this Special Warrant Offer are registered for resale pursuant to Ortec's prospectus dated September 28, 2004. A-1 Please note all share and warrant amounts discussed herein give effect to Ortec's one for ten reverse split of its common stock effective June 24, 2003. Procedure for Participating in the Special Warrant Offer Each holder of Series B Warrants who wishes to participate in this Special Warrant Offer must send each of the following to Ortec: o The Special Notice of Exercise attached hereto as Exhibit A, filled-out and signed by the holder. o A certified or official bank check for the aggregate of the Adjusted Exercise Price and the Second Adjusted Exercise Price payable to Ortec International, Inc. or a wire transfer for the aggregate of both Adjusted Exercise Prices to Ortec International, Inc.'s account according to the following wiring instructions: Chase Bank 1218 Broadway Hewlitt, NY 11557-2087 Account #: 1780-6490-7765 ABA #: 021-000-021 o The holder's Exercised Series B Warrants. Please send these materials to: Ortec International, Inc. 3960 Broadway New York, NY 10032 Attention: Alan Schoenbart, Director of Finance Expiration of Special Warrant Offer This Special Warrant Offer will expire at 5:00 P.M. EST, on November 24, 2004, unless otherwise extended by the Company in its sole discretion. In order to exercise your Exercised Series B Warrants at the Adjusted Exercise Prices provided by this Special Warrant Offer, Ortec must receive (i) your signed Special Notice of Exercise, (ii) your payment of the aggregate of both Adjusted Exercise Prices and (iii) your original Exercised Series B Warrants (or affidavit of loss if such warrants cannot be located) on or before 5:00 P.M. EST, on November 24, 2004. Following the expiration of this Special Warrant Offer, you will no longer be able to exercise your Series B Warrants at either of the Adjusted Exercise Prices described herein. After the expiration of this Special Warrant Offer, all remaining unexercised Series B Warrants may be exercised only in accordance with their terms and conditions currently in effect. Effective Date and Delivery of Shares A-2 As of the close of business on the date of Ortec's receipt of (i) your signed Special Notice of Exercise, (ii) your payment of the aggregate of both the Adjusted Exercise Prices and (iii) your original Exercised Series B Warrants, you will be deemed the record holder of the number of shares of Ortec Common Stock issued upon such exercise. Within ten (10) business days thereafter, Ortec will deliver to you: o The shares of Ortec Common Stock to be issued upon exercise of your Exercised Series B Warrants by delivery of physical certificates representing such shares of Common Stock; o New Common Stock Purchase Warrants in an amount equal to thirty (30%) percent of the total number of shares of Common Stock issued to the holder in connection with this Special Warrant Offer. Such Warrants shall have an exercise price of $2.00 and for a term and otherwise be identical to the Warrants being issued in connection with the Company's pending private placement. A-3 EXHIBIT A SPECIAL NOTICE OF EXERCISE To: Ortec International, Inc. 3960 Broadway New York, NY 10032 Attention: Alan Schoenbart, Director of Finance Pursuant to (i) the attached original Series B Warrant and (ii) the Special Warrant Offer, dated as of November ____, 2004, made by Ortec International, Inc., a Delaware corporation (the "Company"), the undersigned hereby irrevocably exercises the right to: 1. Purchase ______________ (the "First Number") shares of the Company's Common Stock under the Exercised Series B Warrant, such number capped at one-third (1/3) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series B Warrant, and herewith makes payment in full of the aggregate exercise price (equal to the First Number multiplied by $1.6667) with respect to such shares of Common Stock; 2. Purchase ______________ (the "Second Number") shares of the Company's Common Stock under the Exercised Series B Warrant, such number capped at two ninths (2/9) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series B Warrants and herewith makes payment in full of the aggregate exercise price (equal to the Second Number multiplied by $0.01) with respect to such shares of Common Stock; and 3. Surrenders to the Company the Holder's right to purchase the remaining four ninths (4/9) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series B Warrant. The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Exercised Series B Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. The undersigned represents that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. The undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock as instructed below. Dated: --------------------------- --------------------------------------- Signature of Holder --------------------------------------- Printed Name of Holder Address: ------------------------------- ------------------------------- ------------------------------- A-4 EX-2 3 ex2-2.txt EXHIBIT 2.2 Exhibit 2.2 ORTEC INTERNATIONAL, INC. SPECIAL WARRANT OFFER November 16, 2004 Ortec International, Inc., a Delaware corporation ("Ortec"), is offering to permit the holders of its outstanding Series C Stock Purchase Warrants (the "Series C Warrants") to exercise these warrants at an adjusted exercise price, as more fully described in this Special Warrant Offer. Background The Series C Warrants were issued in connection with Ortec's Series C Preferred Stock financings in 2003. Special Warrant Offer Ortec is offering to permit the holders of its outstanding Series C Warrants to exercise their Series C Warrants in accordance with the following provisions: A. The holders shall each be entitled to purchase one-third (1/3) (three ninths (3/9)) of such shares of Ortec common stock they could otherwise purchase upon exercise of such portions of their Series C Warrants they elect to exercise (the "Exercised Series C Warrants") pursuant to this Special Warrant Offer, at a reduced exercise price of $1.67 per share (the "Adjusted Exercise Price"); B. Concurrently with such exercise of the Exercised Series C Warrants, the holder shall be entitled to purchase an additional two ninths (2/9) of such shares of Ortec common stock they could otherwise purchase upon exercise of such Exercised Series C Warrants, at the reduced exercise price of one cent ($0.01) per share (the "Second Adjusted Exercise Price"); and C. Surrender the right to purchase the remaining four ninths (4/9) of such shares of Ortec common stock they could otherwise purchase upon exercise of such Exercised Series C Warrants. For warrant holders whose participation in this Special Warrant Offer would result in ownership in excess of 9.99% of the common stock currently outstanding, such holders shall be issued in lieu of Ortec's common stock so many shares of Ortec's Series D Convertible Preferred Stock as would entitle such holder to acquire, upon conversion, the same number of shares of Ortec's common stock. Such Series D pays no dividend and shall convert into common stock when the holder's ownership percentage falls below 9.99%. All common shares delivered to the holder pursuant to this Special Warrant Offer are registered for resale pursuant to Ortec's prospectus dated September 28, 2004. Please note all share and warrant amounts discussed herein give effect to Ortec's one for ten reverse split of its common stock effective June 24, 2003. A-1 Procedure for Participating in the Special Warrant Offer Each holder of Series C Warrants who wishes to participate in this Special Warrant Offer must send each of the following to Ortec: o The Special Notice of Exercise attached hereto as Exhibit A, filled-out and signed by the holder. o A certified or official bank check for the aggregate Adjusted Exercise Price and the Second Adjusted Exercise Price payable to Ortec International, Inc. or a wire transfer for the aggregate of both Adjusted Exercise Price to Ortec International, Inc.'s account according to the following wiring instructions: Chase Bank 1218 Broadway Hewlitt, NY 11557-2087 Account #: 1780-6490-7765 ABA #: 021-000-021 o The holder's Exercised Series C Warrants. Please send these materials to: Ortec International, Inc. 3960 Broadway New York, NY 10032 Attention: Alan Schoenbart, Director of Finance Expiration of Special Warrant Offer This Special Warrant Offer will expire at 5:00 P.M. EST, on November 24, 2004, unless otherwise extended by the Company at its sole discretion. In order to exercise your Exercised Series C Warrants at the adjusted exercise prices provided by this Special Warrant Offer, Ortec must receive (i) your signed Special Notice of Exercise, (ii) your payment of the aggregate of both Adjusted Exercise Prices and (iii) your original Exercised Series C Warrants (or affidavit of loss if such warrants cannot be located) on or before 5:00 P.M. EST, on November 24, 2004. Following the expiration of this Special Warrant Offer, you will no longer be able to exercise your Series C Warrants at either of the Adjusted Exercise Prices described herein. After the expiration of this Special Warrant Offer, all remaining unexercised Series C Warrants may be exercised only in accordance with their original terms and conditions. Effective Date and Delivery of Shares As of the close of business on the date of Ortec's receipt of (i) your signed Special Notice of Exercise, (ii) your payment of the aggregate of both Adjusted Exercise Price and (iii) your original Exercised Series C Warrants, you will be deemed the record holder of the number o shares of Ortec Common Stock issued upon such exercise. Within ten (10) business days thereafter, Ortec will deliver to you: A-2 o The shares of Ortec Common Stock to be issued upon exercise of your Exercised Series C Warrants by delivery of physical certificates representing such shares of Common Stock; o New Common Stock Purchase Warrants in an amount equal to thirty (30%) percent of the total number of shares of Common Stock issued to the holder in connection with this Special Warrant Offer. Such Warrants shall have an exercise price of $2.00 and for a term and otherwise be identical to the Warrants being issued in connection with the Company's pending private placement. A-3 EXHIBIT A SPECIAL NOTICE OF EXERCISE To: Ortec International, Inc. 3960 Broadway New York, NY 10032 Attention: Alan Schoenbart, Director of Finance Pursuant to (i) the attached original Series C Warrant and (ii) the Special Warrant Offer, dated as of November ____, 2004, made by Ortec International, Inc., a Delaware corporation (the "Company"), the undersigned hereby irrevocably exercises the right to: 1. Purchase ______________ (the "First Number") shares of the Company's Common Stock under the Exercised Series C Warrants, such number capped at one-third (1/3) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series C Warrant, and herewith makes payment in full of the aggregate exercise price (equal to the First Number multiplied by $1.6667) with respect to such shares of Common Stock; 2. Purchase _____________ (the "Second Number") shares of the Company's Common Stock under the Exercised Series C Warrants, such number capped at two-ninths (2/9) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series C Warrant, and herewith makes payment in full of the aggregate exercise price (equal to the Second Number multiplied by $0.01) with respect to such shares of Common Stock; and 3. Surrenders to the Company the Holder's right to purchase the remaining four-ninths (4/9) of the total number of shares of the Company's Common Stock otherwise purchasable pursuant to the Holder's Exercised Series C Warrant. The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Exercised Series C Warrant, except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. The undersigned represents that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. The undersigned hereby requests that the Company cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock as instructed below. Dated: --------------------------- ----------------------------------------- Signature of Holder ----------------------------------------- Printed Name of Holder Address: --------------------------------- --------------------------------- --------------------------------- A-4 -----END PRIVACY-ENHANCED MESSAGE-----