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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
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SUBSTANCE ABUSE TECHNOLOGIES, INC. (FKA U.S. Alcohol Testing of America, Inc.)
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(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
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(Title of Class of Securities)
91154J101
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(CUSIP Number)
Scott J. Lederman, Esq. 777 Long Ridge Road, Stamford, Connecticut 06902
(203) 614-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 9, 1997
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(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 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.
*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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SCHEDULE 13D
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CUSIP No. 91154J101 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [x]
(b [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,247,582
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,247,582
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,247,582
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.36%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVEN A. COHEN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
(b [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 3,281,482
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
3,247,582
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,281,482
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
3,247,582
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,529,064
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.05%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 4 of 7 Pages
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This Amendment Number 5 to Schedule 13D is filed by Steven A. Cohen ("Cohen")
and S.A.C. Capital Advisors, LLC, a Delaware limited liability company ("SAC
Advisors" and, together with Cohen, the "Reporting Persons"), relating to the
shares of common stock, $0.01 par value per share ("Shares") of Substance Abuse
Technologies, Inc. (formerly known as U.S. Alcohol Testing Centers of America,
Inc.), a Delaware corporation (the "Company"), held by Cohen and S.A.C. Capital
Associates, LLC, an Anguillan limited liability company ("SAC Associates"),
respectively. SAC Associates is not listed as a Reporting Person on this
Schedule 13D because all voting and investment power (as defined in Rule 13d-3)
has been vested with SAC Advisors pursuant to an Investment Management
Agreement.
This Amendment is filed to report certain changes in the Reporting Persons'
investment in the Company pursuant to the Company's bankruptcy and potential
reorganization.
ITEM 1. SECURITY AND ISSUER
No amendment.
ITEM 2. IDENTITY AND BACKGROUND
No amendment.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No amendment.
ITEM 4. PURPOSE OF TRANSACTION
On September 10, 1997, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of Florida ("Bankruptcy Court"), thereby
initiating a Chapter 11 bankruptcy proceeding assigned case number
97-25669-BKC-RBR ("Bankruptcy Case"). As stated in documents filed with the
Bankruptcy Court by the Reporting Persons in connection with an Emergency Motion
for Orders Authorizing Interim and Final DIP Financing and Use of Cash
Collateral, the Company and the Reporting Persons are negotiating the terms of a
consensual plan of reorganization that may entail converting some or all of the
Reporting Persons' Convertible Notes (as defined in Amendment Number 2 to
Schedule 13D) to equity in a reorganized company. As discussed in Item Six, as
of October 9, 1997, the Reporting Persons have extended certain loans and made
certain payments to the Company.
The Reporting Persons have not recently sold, but, subject to the outcome of the
bankruptcy proceeding described above, may from time to time in the future
depending on their evaluation of various factors sell or otherwise dispose of,
some or all of the Shares in open market transactions or otherwise. Depending on
various factors, including the outcome of the bankruptcy proceedings, the
evaluation of the investment potential of the Shares, the Company's business
prospects and financial position, other developments concerning the Company, the
price level of the Shares, available opportunities to dispose of Shares, realize
trading profits or minimize trading losses, conditions in the securities markets
and general economic and industry conditions, reinvestment opportunities and
developments relating to its business, the Reporting Persons may in the future
take such other actions with respect to such holdings in the Company as they
deem appropriate in light of
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 5 of 7 Pages
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circumstances existing from time to time. Such actions may include the purchase
of additional Shares in the open market, through privately negotiated
transactions with third parties or otherwise, or the sale at any time, in the
open market, through privately negotiated transactions with third parties or
otherwise, of all or a portion of the Shares now owned or hereafter acquired.
Except as set forth above, as of the date of this Schedule, neither of the
Reporting Persons nor the entities and individuals described in Item 2 of
Schedule 13D has any plans or proposals which would result in or relate to any
of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
No amendment.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Prior to the initiation of the Bankruptcy Case on September 10, 1997, Cohen and
SAC Associates agreed to provide certain financing to the Company during the
Bankruptcy Case in amounts up to $2,900,000 for operating costs, professional
expenses, and certain acquisition expenses, as well as a $75,000 pre-bankruptcy
loan to be used to pay professional expenses related to the bankruptcy. All of
the proposed loans (other than the pre-bankruptcy $75,000 loan) are subject to
Bankruptcy Court review and approval.
On September 11 and 26, 1997, the Bankruptcy Court entered two preliminary
orders ("Existing Orders") that together authorized the Company to borrow up to
$425,000 from Cohen and SAC Associates through October 24, 1997. As of October
9, 1997 substantially all of such amounts (in addition to the $75,000
pre-bankruptcy loan) has been loaned to the Company by Cohen and SAC Associates.
Any loans by SAC Associates or Cohen to the Company above those authorized by
the Existing Orders remain subject to Bankruptcy Court approval. As of October
14, 1997, neither SAC Associates nor Cohen is committed to extend the full
amount of the financing described above to the Company. A hearing is scheduled
before the Bankruptcy Court on October 23, 1997 to consider the Company's
request for court authority to borrow additional funds from SAC Associates and
Cohen as described above.
SAC Associates and Cohen have also had, and expect to continue to have,
discussions with representatives of the Company concerning the terms of a
possible plan of reorganization for the Company, which plan could include the
conversion of a substantial portion of the Company's liabilities, including the
Convertible Notes, to equity in a reorganized Company. At this time, no
commitments have been made by Cohen or SAC Associates to the Company, or vice
versa, with respect to the terms of a reorganization plan.
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SCHEDULE 13D
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CUSIP No. 91154J101 Page 6 of 7 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After reasonable inquiry and to the best knowledge and belief of each, the
undersigned hereby certify that the information set forth in this statement is
true, complete, and correct.
Dated this 14th day of October, 1997.
S.A.C. CAPITAL ADVISORS, LLC
By: /s/ SCOTT J. LEDERMAN /s/ STEVEN A. COHEN
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Scott J. Lederman, Esq. Steven A. Cohen
