SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRANSDERM LABORATORIES CORPORATION
(Name of Issuer)
Common Stock, Par Value $.001 per Share
(Title of Class of Securities)
893636 10 0
(CUSIP Number)
Robert D. Speiser, Transderm Laboratories Corporation
1212 Avenue of the Americas, New York, New York 10036
(212) 398-0700
(Name and Address and telephone Number of Person Authorized to
Receive Notices and Communications)
November 13, 1996
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership o
more than five percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures in a prior
cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser and Marvin M. Speiser, as trustees under
trust agreement dated December 13, 1995 between Laura G.
Speiser, as grantor, and Laura G. Speiser and Marvin M.
Speiser, as trustees.
13-7068030
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
220,307
8. SHARED VOTING POWER
7,300,055
9. SOLE DISPOSITIVE POWER
220,307
10. SHARED DISPOSITIVE POWER
7,300,055
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,520,362
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
16.71%
14. TYPE OF REPORTING PERSON*
00-Trust
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser and Robert D. Speiser, as trustees under
trust agreement dated December 6, 1996 between Marvin M.
Speiser, as grantor, and Laura G. Speiser and Robert D.
Speiser, as trustees.
13-2088724
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
5,144,185
8. SHARED VOTING POWER
2,376,177
9. SOLE DISPOSITIVE POWER
5,144,185
10. SHARED DISPOSITIVE POWER
2,376,177
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,520,362
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.71%
14. TYPE OF REPORTING PERSON*
00-Trust
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura G. Speiser
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
274,343
8. SHARED VOTING POWER
7,246,019
9. SOLE DISPOSITIVE POWER
274,343
10. SHARED DISPOSITIVE POWER
7,246,019
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,520,362
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.71%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin M. Speiser
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OR ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,693,052
8. SHARED VOTING POWER
5,827,310
9. SOLE DISPOSITIVE POWER
1,693,052
10. SHARED DISPOSITIVE POWER
5,827,310
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,520,362
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ X ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.71%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 893636 10 0
This initial statement on Schedule 13D (the "Statement") is
being filed with the Securities and Exchange Commission (the
"Commission") by (i) Laura G. Speiser and Marvin M. Speiser as
trustees (the "1995 Trustees") under that certain trust agreement
(the "1995 Trust") dated December 13, 1995, between Laura G.
Speiser, as grantor, and the 1995 Trustees, (ii) Laura G. Speiser
and Robert D. Speiser as trustees (the "1996 Trustees") under a
certain trust agreement (the "1996 Trust") dated December 6,
1996, between Marvin M. Speiser, as grantor, and the 1996
Trustees, (iii) Laura G. Speiser, in her individual capacity, and
(iv) Marvin M. Speiser, in his individual capacity, in accordance
with the requirements of Rule 13d-1 promulgated by the Commission
under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par
value $.001 per share (the "Common Stock") of Transderm
Laboratories Corporation, a Delaware corporation (the "Company").
The name and address of the principal executive office of the
Company is as follows:
Transderm Laboratories Corporation
1212 Avenue of the America
New York, New York 10036.
Item 2. Identity and Background.
1. (a) Laura G. Speiser and Marvin M. Speiser, as
trustees under trust agreement dated December 13,
1995, between Laura G. Speiser, as grantor and
Laura G. Speiser and Marvin M. Speiser, as
trustees.
(b) 1212 Avenue of the Americas
New York New York 10036
Attention: Mr. Marvin M. Speiser, Trustee
(c) Not applicable.
(d) During the past five years, the Trustees have not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, the Trustees were not
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(f) U.S.A. (the Trust was established under and is
governed by the laws of the State of New York).
2. (a) Laura G. Speiser and Robert D. Speiser, as
trustees under trust agreement dated December 6,
1996, between Marvin M. Speiser, as grantor, and
Laura G. Speiser and Robert D. Speiser, as
trustees.
(b) 1212 Avenue of the Americas
New York, New York 10036
Attention: Mr. Robert D. Speiser, Trustee
(c) Not applicable.
(d) During the past five years, the Trustees have not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, the Trustees were not
parties to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding were or are subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws of finding any violation with respect to such
laws.
(f) U.S.A. (The Trust was established under and is
governed by the laws of the State of New York).
3. (a) Laura G. Speiser
(b) 35 East 84th Street
New York, New York 10028
(c) Artist
(d) During the past five years, Laura G. Speiser has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Laura G. Speiser was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws of finding any violation with respect to such
laws.
(f) U.S.A.
4. (a) Marvin M. Speiser
(b) 1212 Avenue of the Americas
New York New York 10036
(c) President and Chairman of the Board of Health-Chem
Corporation, 1212 Avenue of the Americas, New
York, New York 10036.
(d) During the past five years, Marvin M. Speiser has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Marvin M. Speiser was
not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws of finding any violation with respect to such
laws.
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
(a) On November 13, 1996, an option to purchase up to
5,000,000 shares of the Company's Common Stock at an exercise
price of $.10 per share (the "Option"), which Option was granted
by the Company to Marvin M. Speiser on November 13, 1995 in
accordance with and in consideration for Mr. Speiser's entering
into an employment agreement with Health-Chem Corporation
("Health-Chem"), became currently exercisable. Health-Chem is
the owner of 90% of the Company's outstanding Common Stock. The
Option is exercisable through November 12, 2005.
(b) On December 6, 1996, Marvin M. Speiser transferred the
Option to the 1996 Trust, the trustees of which are Laura G.
Speiser and Robert D. Speiser. The terms of the 1996 Trust are
described in Item 5(b) hereof.
(c) On December 12, 1996, Laurvin Corporation, a Delaware
Corporation ("Laurvin"), distributed 144,185 shares of the
Company's Common Stock to Marvin M. Speiser upon redemption of
Mr. Speiser's preferred stock in Laurvin. Mr. Speiser may be
deemed to control Laurvin. Mr. Speiser immediately transferred
these 144,185 shares to the 1996 Trust.
Except as stated above, no consideration was paid in
connection with any of the transactions described in Item 3.
Item 4. Purpose of Transaction.
The option to acquire 5,000,000 shares of the Company's
Common Stock was acquired by Marvin M. Speiser pursuant to and in
accordance with Mr. Speiser's employment agreement with Health-
Chem.
The establishment of the 1996 Trust described in Item No. 3
and the transfers of Common Stock described therein were effected
for estate planning purposes.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number (the "Aggregate Number") of shares
of Common Stock and the percentage of such class beneficially
owned by the reporting persons as of the date hereof are
7,520,362 and 16.71%, respectively. The Aggregate Number
includes: (i) 220,307 shares of Common Stock held in the 1995
Trust, (ii) 144,185 shares of Common Stock held in the 1996
Trust, (iii) 266,664 shares of Common Stock owned by Lauralei
Investors, Inc. ("Lauralei"), (iv) options to purchase 5,000,000
shares of Common Stock which are currently exercisable,
originally granted to Marvin M. Speiser on November 13, 1995 and
transferred to the 1996 Trust on December 6, 1996, (v) 1,693,052
shares of Common Stock owned by Marvin M. Speiser, and (vi)
274,343 shares of Common Stock owned by Laura G. Speiser. The
1995 Trust disclaims beneficial ownership of all shares of Common
Stock other than those referenced in (i) above. The 1996 Trust
disclaims beneficial ownership of all shares of Common Stock
other than those referred in (ii) above. Laura G. Speiser
disclaims beneficial ownership of the shares of Common Stock
referenced in (iii) and (v) above. Marvin M. Speiser disclaims
beneficial ownership of the shares of Common Stock referenced in
(ii), (iv) and (vi). The Aggregate Number does not include
5,012,155 shares of Common Stock beneficially owned by Robert D.
Speiser, the son of Laura G. and Marvin M. Speiser. Robert D.
Speiser is a director and the President of the Company.
Lauralei is a New York corporation, the preferred stock of
which is owned by Marvin M. Speiser and the common stock of which
is owned by Laura G. Speiser. The preferred stock of Lauralei is
entitled to designate the majority of Lauralei's directors.
Marvin M. Speiser may be deemed to control Lauralei. Lauralei is
not engaged in any business, except to hold securities of other
entities, and, as of the date hereof, the only substantial assets
of Lauralei are the shares of Common Stock referenced in the
preceding paragraph.
(b) Marvin M. and Laura G. Speiser, as trustees of the 1995
Trust, hold shared voting and dispositive power with respect to
220,307 shares of Common Stock. After an initial period of three
years from the date of establishment of the 1995 Trust, Marvin M.
Speiser will become sole trustee of the 1995 Trust. At that
time, and until the 1995 Trust terminates, Marvin M. Speiser, as
trustee of the 1995 Trust, will hold voting and dispositive power
with respect to the 220,307 shares referred to above, less any
shares returned to Laura G. Speiser as a result of her annuity
interest in the 1995 Trust (see Item 5(d) below). The 1995 Trust
will terminate upon the death of the last to die of Laura G. and
Marvin M. Speiser, and any remaining principal shall then be
distributed to Robert D. Speiser.
Laura G. Speiser and Robert D. Speiser, as trustees of the
1996 Trust, hold shared voting and dispositive power with respect
to 5,144,185 shares of Common Stock of the Company including
5,000,000 shares subject to currently exercisable stock options.
The 1996 Trust will terminate upon the death of Laura G. Speiser,
and any remaining principal shall be distributed upon such terms
and conditions as Mrs. Speiser shall appoint by her will and any
amount not so appointed shall be distributed to Robert D.
Speiser.
(c) The 1995 Trustees, the 1996 Trustees, Laura G. Speiser
and Marvin M. Speiser have not effected any transactions in the
Common Stock during the past 60 days.
(d) Under the terms of the 1995 Trust, until three years
after the dates of its establishment, the Trustees shall in
single payment at the end of each taxable year (i) in the first
taxable year of the 1995 Trust, pay to Laura G. Speiser an amount
(the "annuity amount") equal to 31.88% of the original net fair
market value of the property of the 1995 Trust determined as of
the date of its establishment and (ii) in each succeeding year,
pay to Laura G. Speiser an annuity amount equal to 120% of the
annuity amount paid for the preceding year. The annuity amounts
shall be paid from income and, to the extent income is not
sufficient, from principal.
Under the terms of 1996 Trust, Robert D. Speiser, as
Trustee, shall have the right to pay or apply for the use of
Laura G. Speiser all the net income from the 1996 Trust and all
of the principal of the 1996 Trust as Robert D. Speiser, as
Trustee, shall in his sole discretion determine from time to time
to be advisable for the health, maintenance or support in
reasonable comfort of Laura G. Speiser.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
(a) Stock Option Agreement between the Company and Marvin
M. Speiser dated November 13, 1995. Incorporated
herein by reference to Exhibit 10.3 to the Company's
Report on Form 10-K for the year ended December 31,
1995.
(b) Employment Agreement between Health-Chem Corporation
and Marvin M. Speiser dated April 4, 1995.
Incorporated herein by reference to Exhibit 10.1 to
Health-Chem's Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) Assignment of Stock Option Agreement by Marvin M.
Speiser to Laura G. Speiser and Robert D. Speiser as
Trustees u/a/d 12/5/96 made by Marvin M. Speiser dated
December 6, 1996. Filed herewith on page 17.
TLC\SCHD13D.MMS<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to it is true, complete and
correct.
Grantor Retained Annuity Trust dated
December 13, 1995, between Laura G.
Speiser, Grantor, and Laura G. Speiser and
Marvin M. Speiser, Trustees
/s/ Laura G. Speiser, Trustee
Laura G. Speiser, Trustee
/s/ Marvin M. Speiser, Trustee
Marvin M. Speiser, Trustee
Date: February 14, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to it is true, complete and
correct.
Marvin M. Speiser Trust dated
December 6, 1996, between
Marvin M. Speiser, Grantor, and Laura G.
Speiser and Robert D. Speiser, Trustees
/s/ Laura G. Speiser, Trustee
Laura G. Speiser, Trustee
/s/ Robert D. Speiser, Trustee
Robert D. Speiser, Trustee
Date: February 14, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to her is true, complete and
correct.
/s/ Laura G. Speiser
Laura G. Speiser
Date: February 14, 1997
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set
forth in this statement with respect to him is true, complete and
correct.
/s/ Marvin M. Speiser
Marvin M. Speiser
Date: February 14, 1997
<PAGE>
ASSIGNMENT OF STOCK OPTION AGREEMENT
REFERENCE IS MADE to that certain Non-Qualified Stock Option
Agreement made effective as of the 13th day of November, 1995, as
amended effective December 6, 1996 (the "Agreement"), between
Transderm Laboratories Corporation, a Delaware corporation (the
"Company") and the undersigned executive officer (the
"Optionee").
Pursuant to the terms of Paragraph 5 of the Agreement, the
undersigned Optionee hereby transfers and assigns to Laura G.
Speiser and Robert D. Speiser as Trustees u/a/d 12/5/96 made by
Marvin M. Speiser (the "Transferee"), for no consideration,
options to purchase all 5,000,000 shares of common stock, $.001
par value per share, of the Company granted to the Optionee under
the Agreement, which are currently held by the Optionee, are
fully vested, and remain unexercised. The Optionee hereby
warrants and represents to the Company that, to the Optionee's
knowledge, the Transferee qualifies as a "Transferee" as defined
in said Paragraph 5 of the Agreement.
OPTIONEE:
/s/ Marvin M. Speiser
Date: December 6, 1996 Marvin M. Speiser
ACCEPTANCE, ACKNOWLEDGEMENT, AND AGREEMENT OF TRANSFEREE
The undersigned Transferee hereby accepts the foregoing
assignment, acknowledges receipt of a copy of the Agreement and
agrees to be subject to the same restrictions and conditions as
related to the Optionee pursuant to the Agreement.
TRANSFEREE:
/s/ Laura G. Speiser as Trustee
/s/ Robert D. Speiser as Trustee
Date: December 6, 1996 Laura G. Speiser and Robert D.
Speiser as Trustees u/a/d 12/5/96
made by Marvin M. Speiser
ACKNOWLEDGEMENT OF COMPANY
The Company hereby acknowledges receipt of the foregoing
assignment.
TRANSDERM LABORATORIES CORPORATION
By: /s/ Murray Lieber
Date: December 6, 1996 Its: Vice President
