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 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: (a) has a previous statement on file
reporting beneficial ownership of 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 provided 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 of 8
SCHEDULE 13D
CUSIP No. 893636 10 0
Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert D. Speiser
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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 CITIZEN OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
5,012,155
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 5.144.185
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
5,012,155
10 SHARED DISPOSITIVE POWER
5,144,185
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,156,340
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.31%
14 TYPE OF REPORTING PERSON*
IN
Page 2 of 8
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 Robert D. Speiser, in his
individual capacity and as trustee under the 1996 Trust (as
defined in Item 3.(b) below), 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 Americas
New York, New York 10036.
Item 2. Identity and Background
(a) Robert D. Speiser
(b) 1212 Avenue of the Americas
New York, New York 10036
(c) President of Transderm Laboratories
Corporation and Executive Vice President of
Health-Chem Corporation, both at 1212 Avenue
of the Americas, New York, New York 10036.
(d) During the past five years, Robert D. Speiser
has not been convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, Robert D. 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
Page 3 of 8
SCHEDULE 13D
CUSIP NO. 893636 10 0
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 Robert D. 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
a currently exercisable option to purchase up to 5,000,000
shares of the Company's Common Stock at an exercise price of
$.10 per share to a trust created by Marvin M. Speiser, as
grantor, on December 6, 1996 (the "1996 Trust"), the
trustees of which are Laura G. Speiser and Robert D.
Speiser. This option is exercisable through November 12,
2005. Marvin M. Speiser is a director of the Company, the
President and Chairman of the Board of Health-Chem and the
father of Robert D. Speiser. Laura G. Speiser is the wife
of Marvin M. Speiser and the mother of 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 his preferred stock in Laurvin. Marvin M.
Speiser may be deemed to control Laurvin. Marvin M. 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.
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SCHEDULE 13D
CUSIP NO. 893636 10 0
Item 4. Purpose of Transaction.
The Option to acquire 5,000,000 shares of the Company's
Common Stock was acquired by Robert D. Speiser pursuant to
and in accordance with Mr. Speiser's employment agreement
with Health-Chem.
The establishment by Marvin M. Speiser 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 person as of the date
hereof are 10,156,340 and 20.31%, respectively. The
Aggregate Number includes (I) 3,329 held by Robert D.
Speiser directly; (ii) 8,826 shares held by Smith Barney as
custodian for the IRA of Robert D. Speiser; (iii) options to
purchase 5,000,000 shares of Common Stock which are
currently exercisable, originally granted to Robert D.
Speiser on November 13, 1995; (iv) 144,185 shares of Common
Stock held in the 1996 Trust; and (v) options to purchase
5,000,000 shares of Common Stock which are currently
exercisable, originally granted to Marvin M. Speiser and
transferred to the 1996 Trust on December 6, 1996. Robert
D. Speiser disclaims beneficial ownership of the shares of
Common Stock referenced in (iv) and (v) above. The
Aggregate Number does not include 2,376,177 shares of Common
Stock beneficially owned by Marvin M. Speiser, Laura G.
Speiser and a 1995 GRAT trust under trust agreement between
Laura G. Speiser, as grantor, and Laura G. Speiser and
Marvin M. Speiser, as trustees.
(b) Robert D. Speiser holds sole voting and
dispositive power with respect to the 5,012,155 shares of
Common Stock referenced in Item 5.(a) (i), (ii) and (iii)
above.
Robert D. Speiser and Laura G. Speiser, as trustees of
the 1996 Trust, hold shares 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
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SCHEDULE 13D
CUSIP NO. 893636 10 0
(c) Robert D. Speiser has not effected any
transactions in the Common Stock during the past
60 days.
(d) 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
Robert D. Speiser dated November 13, 1995.
Incorporated herein by reference to Exhibit 10.4
to the Company's Report on Form 10-K for the year
ended December 31, 1995.
(b) Employment Agreement between Health-Chem
Corporation and Robert D. Speiser dated April 4,
1995. Incorporated herein by reference to Exhibit
10.2 to Health-Chem's Report on Form 10-Q for the
quarter ended March 31, 1995.
(c) 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.
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SCHEDULE 13D
CUSIP NO. 893636 10 0
(d) 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. Incorporated
herein by reference to Item 7(c) to Schedule 13D
filed by Marvin M. Speiser, et al., on February
20, 1997.
Page 7 of 8
SCHEDULE 13D
CUSIP NO. 893636 10 0
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/ Robert D. Speiser
Robert D. Speiser
Date: February 13, 1997
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