Rule 424(b)(3)
Registration Statement on
Form S-3, File No. 333-10945
Supplement dated December 24, 1996 to Prospectus
dated October 4, 1996
On September 12, 1996 the Board of Directors adopted a
resolution to change the name of U.S. Alcohol Testing of America,
Inc. ("USAT") to Substance Abuse Technologies, Inc. ("SAT") to
better reflect the synergistic operations of USAT and its
subsidiaries. The stockholders of USAT approved the name change
at the Annual Meeting of Stockholders held on October 22, 1996.
The name change became effective on October 28, 1996.
On October 21, 1996, Lyle K. Pfeffer, a Selling Stockholder
named in the Prospectus, transferred to certain individuals (the
"Transferees") his right to purchase 145,000 of the 700,000
shares of the USAT Common Stock issuable upon the exercise of the
February 26 Warrant, and the exercise price was changed from
$2.4375 to $2.00 per share in consideration of an interest free
loan which he made to USAT. The Selling Stockholder table on page
13 of the Prospectus is revised to reflect the change in the number
of shares being offered by Lyle K. Pfeffer, the new exercise price,
and to include the Transferees as Selling Stockholders as follows:
<TABLE>
<CAPTION>
Number of Shares Percentage(1)
-------------------- -----------------
Name Before Offered After Before After
---- ------ ------- ----- ------ -----
<S> <C> <C> <C> <C> <C>
Lyle K. Pfeffer 555,000(28) 555,000(28) 0 1.5 0
Jerome Finklestein 30,000(39) 30,000(39) 0 nil 0
Jacob Rahmaman 40,000(39) 40,000(39) 0 nil 0
Arnold Palmer 50,000(39) 50,000(39) 0 nil 0
Craig Wertkin 15,000(39) 15,000(39) 0 nil 0
Yohan Naraine 10,000(39) 10,000(39) 0 nil 0
<FN>
(28) The shares reported in the table reflect shares issuable
upon the exercise at $2.00 per share of the February 26 Warrant
issued to the Selling Stockholder for his financial public
relations consulting services.
(39) The shares reported in the table reflect shares of the
USAT Common Stock issuable upon the exercise at $2.00 per share
of a February 26 Warrant transferred by Lyle K. Pfeffer, who
received the same for his financial public relations consulting
services.
</TABLE>
On October 31, 1996 an aggregate of 1,178,356 shares issuable upon
the exercise of Common Stock purchase warrants offered by certain
of the Selling Stockholders listed in the table on page 19 of the
Prospectus expired so that such shares are no longer being offered
and the following Selling Stockholders and their corresponding
shares are deleted from such table.
Name Number of Shares
WG Trading Company LP 225,000
Guli R. Rajani 56,250
Norman Shifrin 149,720
Ruby Balter 56,250
Arnold Balter, IRA Rollover 56,250
Lori Balter 14,062
Joan Kaufman 28,125
Douglas Black 126,562
Irmgard Kaufhold 35,705
Harold Edrich 6,060
Jay M. Kulkin 14,062
Lee Frank 70,312
Jeffrey S. Podell 14,062
Mitchell Weisner 28,125
Phillip A. Witt 14,062
Richard Vitello 14,062
Morris B. Black 225,000
Gabriel Mark Cerrone 14,062
Rosalia Cerrone 28,125
In November 1996, the 437,500 shares issuable upon the
exercise of stock options offered by the Selling Stockholders
listed in the table on page 17 of the Prospectus expired so that
such shares are no longer being offered and such table is deleted
in its entirety.
On December 3, 1996 the exercise price of a warrant expiring
November 15, 2000 issued to Lee S. Rosen, a Selling Stockholder
named in the Prospectus and also a director of SAT, to purchase
150,000 shares of the Common Stock, was changed from $4.00 to
$2.00 per share in consideration of his fulfilling an obligation
of SAT.
On December 6, 1996 the exercise price of (1) the May 20 Warrant
issued to Robert Stutman, a Selling Stockholder named in the
Prospectus and a director, Chairman of the Board and Chief
Executive Officer of SAT, to purchase 474,750 shares of the Common
Stock and (2) the May 20 Warrant issued to Brian L. Stutman, a Selling
Stockholder named in the Prospectus and also a Vice President of
SAT effective December 3, 1996, to purchase 317,250 shares of the
Common Stock, were changed from $3.125 to $2.125 per share in
consideration for Messrs. Robert and Brian Stutman relinquishing
their security interests in certain of the personal property of SAT
and agreeing that their promissory notes due May 21, 1997 from SAT
could not be repaid except in shares of the SAT Common Stock in
order to permit SAT to obtain $5,000,000 in gross proceeds from a
private placement of Convertible Notes due November 8, 1999.
