SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. --)*
HEALTH
CHEM CORPORATION
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
422174102
(CUSIP
Number)
Andy
Yurowitz
8
Kupperman Lane
Monsey,
NY 10952
(845)
425-1780
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October
14, 2008
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check
the
following box.[ ]
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 13d-7(b) for other parties
to
whom copies are to be sent.
*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
("Act") 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).
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1
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NAMES OF REPORTING PERSONS:
Andy
E. Yurowitz
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
(ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE INSTRUCTIONS):
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(a)
x
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(b)
o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Mr.
Yurowitz is a citizen of the United States.
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7
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SOLE VOTING POWER:
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NUMBER OF
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3,984,900
(1)
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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3,984,900
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WITH
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10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH
REPORTING PERSON:
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3,984,900
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW
(11):
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32.3*
(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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IN
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(1)
Does
not include 2,317,115 shares of the Issuer's common stock owned by Gaia
Pharmaceuticals, LLC., a limited liability company wholly owned by the Mr.
Yurowitz.
(2)
Does
not give effect to 2,317,115 shares of the Issuer's common stock owned by
Gaia
Pharmaceuticals, LLC., a limited liability company wholly owned by the Mr.
Yurowitz.
*
This
calculation is based upon 12,330,924 shares of common stock of Health Chem
Corporation outstanding as of March 30, 2008, as reported in Health Chem
Corporation's report on Form 10-QSB for the three months ended June 30,
2007.
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1
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NAMES OF REPORTING PERSONS:
Gaia
Pharmaceuticals, LLC
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I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
(ENTITIES ONLY):
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS):
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(a)
x
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(b)
o
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Gaia
Pharmaceuticals, LLC. was organized under the laws of the State
of
Delaware.
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7
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SOLE VOTING POWER:
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NUMBER OF
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2,317,115
(3)
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SHARES
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8
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SHARED VOTING POWER:
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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9
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SOLE DISPOSITIVE POWER:
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REPORTING
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PERSON
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2,317,115
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WITH
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10
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SHARED DISPOSITIVE POWER:
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH
REPORTING PERSON:
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2,317,115
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW
(11):
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18.8*
(4)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS):
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OO
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(3)
Does
not include 3,984,900 shares of the Issuer's common stock owned by Andy
Yurowitz, the sole member of Gaia Pharmaceuticals, LLC.
(4)
Does
not give effect to 3,984,900 shares of the Issuer's common stock owned by
Andy
Yurowitz, the sole member of Gaia Pharmaceuticals, LLC.
*
This
calculation is based upon 12,330,924 shares of common stock of Health Chem
Corporation outstanding as of March 30, 2008, as reported in Health Chem
Corporation's report on Form 10-QSB for the three months ended June 30,
2007.
Item
1.
Security and Issuer
The
title
of the class of equity securities to which this statement relates to is shares
of common stock, $0.01 par value, of Health Chem Corporation (the "Issuer").
The
principal offices of
the
Issuer are located at
101
Sinking Springs Lane, Emigsville, PA 17318
.
Item
2.
Identity and Background
(a)
Names:
T
his
joint
filing statement is being filed by Andy E. Yurowitz ("Mr. Yurowitz") and
Gaia
Pharmaceuticals, Inc. ("Gaia"). Mr. Yurowitz and Gaia are each sometimes
referred to as a Reporting Person and, collectively, referred to as Reporting
Persons. Gaia is a limited liability company, of which Mr. Yurowitz owns
100% of
the outstanding interests and is the sole managing member.
(b)
Residence
or business address of each Reporting Person: 8 Kupperman Lane, Monsey, NY
10952.
(c)
Mr.
Yurowitz is a private investor and is a director and principal stockholder
of
the Issuer. Gaia conducts no business operations and its only asset is the
shares of the Issuer's common stock.
(d)
During
the last five years, neither Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During
the last five years, neither Reporting Person has been 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, United States Federal or State securities laws or finding any
violations with respect to such laws.
(f)
Mr.
Yurowitz is a citizen of the United States. Gaia was organized under the
laws of
the State of Delaware.
Item
3.
Source and Amount of Funds or Other Consideration
Mr.
Yurowitz used personal funds as consideration to acquire the Issuer's shares
and
to acquire the interests in Gaia.
Item
4.
Purpose of Transaction
The
purpose of the transactions by which the Reporting Persons acquired the
3,117,115 shares of the Issuer's common stock (which are delineated in Item
5(c), below) was to secure control of the Issuer and implement the steps
that
Mr. Yurowitz believes are required to revitalize the business of the Issuer,
including obtaining financing and introducing new products. In furtherance
of
effectuating these steps, the Reporting Persons, as the holders of a majority
of
the outstanding shares of the common stock of the Issuer, in accordance with
the
Delaware General Corporate Laws and the bylaws of the Issuer, will adopt
resolutions to increase the number of directors constituting the entire board
of
directors, of which Mr. Yurowitz currently is a member, from three persons
to
five persons and to appoint two persons to fill the vacancies created thereby.
One of the persons the Reporting Persons propose to appoint as a member of
the
board of directors of the Issuer, William Robbins, is the sole owner of York
Realty Leasing LLC, which holds a security interest in all of the Issuer's
assets and properties and is the lessor of the real property and equipment
utilized by the Issuer in connection with its business. Mr. Yurowitz formerly
owned 50% of the interests in York Realty Leasing which he sold to Mr. Robbins
in September 2007. Mr. Robbins acquired the lone outstanding membership interest
in Gaia, one of the Reporting Persons, on October 16, 2008 for an aggregate
price of $155,000 (as delineated in Item 5(c), below) and immediately sold
the
company to Mr. Yurowitz for a price of $1. Gaia had acquired the shares of
the
Issuer's common stock from the holders thereof (or their representatives)
in
private transactions which were paid for from Mr. Robbin\'s personal funds.
Mr.
Robbins had become frustrated with the efforts of current management of the
Issuer to rebuild the Issuer's business and locate financing for operations.
In
order to protect his investment in York Realty Leasing, he acquired Gaia,
the
assets of which consisted only of the shares of the Issuer's common stock,
which
when he sold it to Mr. Yurowitz would vest in Mr. Yurowitz voting control
of the
Issuer (when aggregated with the Issuer's shares owned and to be acquired
by Mr.
Yurowitz as described herein), whom he believes has the means and opportunity
to
re-establish the Issuer's business. Mr. Yurowitz has reported his ownership
of
stock in the Issuer, including ownership through Gaia, on a Form 4 filed
with
the Securities and Exchange Commission on October 27, 2008
Mr.
Yurowitz has identified and proposes to engage persons who he believes have
developed products that can be manufactured utilizing the Issuer's existing
facilities and manufacturing equipment or to acquire from these persons a
license to manufacture and sell the products they have developed. Mr. Yurowitz
currently is seeking to identify financing and has been in discussions with
various groups, including associates of Mr. Robbins, to obtain such
financing.
Depending
on market conditions and other factors, Mr. Yurowitz may acquire additional
securities of the Issuer as he deems appropriate, whether in open market
purchases, privately negotiated transactions or otherwise. Mr.
Yurowitz also reserves the right to dispose of some or all of his shares
of
common stock of the Issuer in the open market, in privately negotiated
transactions to third parties or otherwise, provided such transactions are
in
compliance with applicable securities laws.
As
of the
date hereof, except as described above, the Reporting Persons do not have
any
plans or proposals which relate to or would result in (the lettered section
numbers below correspond to subsections of Item 5 of Schedule 13D):
(a)
the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c)
a
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(e)
any
material change in the present capitalization or dividend policy of the Issuer;
(f)
any
other material change in the Issuer's business or corporate structure;
(g)
changes in the Issuer's Certificate of Incorporation or other actions which
may
impede the acquisition of control of the Issuer by any person;
(h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i)
a
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or (j) any action similar to any of those enumerated above.
Item
5.
Interest in Securities of the Issuer.
(a)
As
of the
date hereof, the Reporting Persons beneficially own 6,302,015 shares of the
Issuer's common stock, which represents approximately 51.1% of the Issuer's
class of common stock.
(b)
The
Reporting Persons may be deemed to hold sole voting and dispositive power
over
the 6,301,915 shares of common stock of the Issuer as issued to the Reporting
Person.
(c)
The
Reporting Persons acquired an aggregate of 3,117,115 shares of the Issuer's
common stock in the following transactions:
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Purchaser
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Transferee
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Date
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Amount
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Price
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Where
and How the Transaction was Effected
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Andy
Yurowitz
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Albert
David Pearls & Gems Inc.
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10/14/08
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550,000
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$.005
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Private
negotiated transaction.
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Andy
Yurowitz
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David
Hammer
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10/14/08
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200,000
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$.005
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Private
negotiated transaction
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Andy
Yurowitz
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Ken
Brody
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10/14/08
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550,000
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$.09
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Private
negotiated transaction
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Andy
Yurowitz
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Alan
Yurowitz
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10/14/08
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140,000
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$.005
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Private
negotiated transaction
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Andy
Yurowitz
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Elliot
Yurowitz
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10/14/08
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100,000
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$.005
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Private
negotiated transaction
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Andy
Yurowitz
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10/14/08
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200
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$.01
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Open
market
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Gaia
Pharmaceuticals, LLC
(1)
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Laura
Speiser
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10/16/08
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1,516,593
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$.067
(2)
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Private
negotiated transaction
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Gaia
Pharmaceuticals
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Lauralei
Investors, Inc.
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10/16/08
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266,664
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$.067
(2)
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Private
negotiated transaction
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Gaia
Pharmaceuticals,
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Marvin
Speiser
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10/16/08
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525,204
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$.067
(2)
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Private
negotiated transaction
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Gaia
Pharmaceuticals,
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Robert
Speiser
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10/16/08
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8,654
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$.067
(2)
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Private
negotiated transaction
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(1)
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Gaia
Pharmaceuticals, LLC is wholly owned by Mr.
Yurowitz.
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(2)
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Represents
the price paid by Gaia to the holders of the shares of the Issuer's
common
stock prior to the sale of Gaia to Mr. Yurowitz. The purchase
price for
these shares was paid by Mr. William Robbins from personal
funds.
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Other
than the acquisition of the shares as reported herein, the Reporting Person
has
not effected any transactions in the shares of the Issuer during the past
60
days or since the most recent filing of Schedule 13D, whichever is
less.
(d)
To
the
best knowledge of the Reporting Persons, no person other than the Reporting
Persons have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the 3,117,115 shares of
common
stock reported in Item 5(a).
(e)
Not
applicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Except
as
described in Item 4, Mr. the Reporting Persons have not entered into any
contract, arrangement, understanding or relationship (legal or otherwise)
with
any person with respect to the securities of the Issuer.
Item
7.
Material to be Filed as Exhibits.
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
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October
27, 2008
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/s/
Andy E. Yurowitz
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Andy
E. Yurowitz
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Gaia
Pharmaceuticals, LLC
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October
27, 2008
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By:
/s/ Andy E. Yurowitz
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Andy
E. Yurowitz
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