-----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, Vf34RecZKTIMCyxiDhfHCN235/hs5G5HFxC5Msw42TRkAVncnHbZ01nT/7+TQhnM doeAKOLJ07yF10Ipek2jXA== 0000950117-06-001807.txt : 20060420 0000950117-06-001807.hdr.sgml : 20060420 20060420141610 ACCESSION NUMBER: 0000950117-06-001807 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060404 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTEC INTERNATIONAL INC CENTRAL INDEX KEY: 0000889992 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 113068704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27368 FILM NUMBER: 06769552 BUSINESS ADDRESS: STREET 1: 3960 BROADWAY STREET 2: BLDG 28 CITY: NEW YORK STATE: NY ZIP: 10032 BUSINESS PHONE: 7183264698 8-K/A 1 r12566.htm FORM 8-K/A

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): April 4, 2006

 

Ortec International, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

DE

0-27368

11-3068704

(State or other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

3960 Broadway
New York, NY

10032

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: (212) 740-6999

 


(Former name or former address, if changed from last report)

 

_____________________

 

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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

 

 

 

 

(a)

We previously reported that the $6,166,000 gross proceeds from the private placement sale of our equity securities on April 4, 2006 was to be held in escrow pending completion of the merger of Hapto Biotech, Inc. into our wholly owned subsidiary. The merger agreement was signed and closed on April 14, 2006. The certificate of merger was filed with the Secretary of State of Delaware on April 17, 2006, and the funds released from escrow on April 18. 2006. Gross proceeds from the private placement sale aggregated $6,176,000, ten thousand dollars more than we originally reported.

 

 

 

(b)

We reported that Rodman & Renshaw, LLC, our lead placement agent, had agreed to accept shares of the Series E preferred stock and the warrants we issued in the private placement in lieu of receiving its commissions in cash. We subsequently agreed to pay Rodman & Renshaw its commissions in cash instead of with our equity securities.

 

 

 

 

 

 



 

 

SIGNATURE

 

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.

 

 

Ortec International, Inc.

(Registrant)

 

Date: April 20, 2006

By:

/s/ Alan W. Schoenbart

 

 

Chief Financial Officer

 

 



 

 

-----END PRIVACY-ENHANCED MESSAGE-----