-----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,
G8B6AeOdu1UTj/pJoftQNUDTOC2IeePDkM7WQBKVCLkxvOMPOS4gA0mb7YM8h5Jd
K1o9Wb1ad32HCYcWLkNi6A==
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): June 26, 2007 Ortec International, Inc. (Exact Name of Registrant as Specified in its Charter) DE 0-27368 11-3068704 (State or other Jurisdiction (Commission File Number) (I.R.S. Employer 3960 Broadway 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: 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 In our Report on Form 8-K dated June 18, 2007 filed with the Commission on June 22, 2007, we reported in Item 3.02 the following related to an advisory agreement with Burnham Hill Partners, a division of Pali Capital the following: In addition we agreed to exchange our common stock for our outstanding Series E, Series E PA, Series F and Series F PA warrants held by our placement agent, its affiliates or designees, or sub-agents that participated in the Series A Financing. On June 27, 2007 this agreement was amended to eliminate our obligation to exchange our common stock for any Series E warrants.
of Incorporation)
Identification No.)
New York, NY
(Former name or former address, if changed from last report)
Item 3.03 Material Modifications to Rights of Security Holders | |
|
On June 27, 2007, our Board of Directors voted to reduce the exercise price of the Series H Warrants from $0.50 per share to $0.01 per share of our common stock pursuant to the provisions of Section 3 (g) of the Series H Warrants.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
|
Pursuant to the terms of our Exchange Agreement with Paul Royalty Fund, L.P. (PRF), described in Item 1.02 of our Report on Form 8-K dated June 18, 2007 and filed with the Commission on June 22, 2007, Steve Lilien and Allen Schiff resigned as directors on June 26 and 27, 2007, respectively. Drs. Lilien and Schiff were members of both our Audit and Compensation Committees.
On June 29, 2007 the Board of Directors resolved that the Board should consist of six directors and elected Shepard M. Goldberg, Mark N.K. Bagnall and John R. Leone to fill the vacancies created by the recent resignations of five of our directors. Mr. Leone was designated as a director by PRF and elected pursuant to the provisions of Section 7 (u) of the Exchange Agreement between us and PRF.
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: June 29, 2007 | By: | /s/ Alan W. Schoenbart |
|
| Chief Financial Officer |
-----END PRIVACY-ENHANCED MESSAGE-----