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<TABLE>
<S> <C>
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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response . . . . . 14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
--------
SUBSTANCE ABUSE TECHNOLOGIES, INC. (FKA U.S. Alcohol Testing of America, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 1, 1997
------------------------------------------------------------
(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).
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 91154J101 Page 2 of 7 Pages
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<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A.C. Capital Advisors, LLC
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [x]
(b [ ]
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,247,582
REPORTING
PERSON ------------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,247,582
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,247,582
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.36%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
SCHEDULE 13D
CUSIP No. 91154J101 Page 3 of 7 Pages
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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a [ ]
(b [ ]
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 3,281,482
SHARES
BENEFICIALLY ------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,247,582
REPORTING
PERSON ------------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
3,281,482
------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,247,582
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,529,064
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.05%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 91154J101 Page 4 of 7 Pages
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This Amendment Number 4 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.
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
The Reporting Persons recently have sold, and from time to time in the future
depending on their evaluation of various factors may sell or otherwise dispose
of, some or all of the Shares in open market transactions or otherwise.
Depending on various factors, including 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 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
(a) SAC Advisors beneficially owns 429,400 Shares. Cohen directly
owns 1,463,300 Shares and may be deemed to beneficially own the Shares
beneficially owned by SAC Advisors. In addition, the Reporting Persons
have the right to acquire Shares issuable
<PAGE> 5
SCHEDULE 13D
CUSIP No. 91154J101 Page 5 of 7 Pages
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under the Warrants and the Convertible Notes described in Amendment No.
2 to Schedule 13D. As described in Amendments No. 2 and No. 3 to
Schedule 13D, the Convertible Notes and the Warrants are convertible
and exercisable after July 1, 1997. Pursuant to the provisions of the
Convertible Notes and the Warrants, as described below, based upon a
conversion price of $1.375 and an exercise price of $2.00 under the
Convertible Notes and the Warrants, respectively, (i) SAC Advisors
beneficially owns 3,247,582 Shares representing 8.36% of the 38,848,773
Shares outstanding (which number represents the 36,030,591 Shares
outstanding as of February 10, 1997 as reported in the Company's Form
10-Q dated February 14, 1997, plus 1,818,182 additional Shares which
would be issued by the Company upon conversion of the Convertible Notes
and 1,000,000 additional Shares which would be issued by the Company
upon exercise of the Warrants), and (ii) Cohen beneficially owns
6,529,064 Shares representing 16.05% of the 40,666,955 Shares
outstanding (which number represents the 36,030,591 Shares outstanding
as of February 10, 1997 as reported in the Company's Form 10-Q dated
February 14, 1997, plus 1,818,182 additional Shares which would be
issued by the Company upon conversion of the Convertible Notes by Cohen
and plus 2,818,182 Shares which would be issued by the Company upon
conversion of the Convertible Notes and the exercise of the Warrants by
SAC Advisors)(Pursuant to its terms, the Warrant issued to Cohen is not
exercisable at the time of this Amendment No. 4.). Under the
adjustment provisions of the Convertible Notes and the Warrants, a
maximum conversion price of $1.376 and a maximum exercise price of
$2.00 have been established for the conversion of the Convertible Notes
and the Warrants, respectively. As reported in Amendment No. 2 and as
discussed below, these prices are also subject to certain downward
adjustments upon the occurrence of certain events and the number of
Shares beneficially owned by the Reporting Persons and the number of
Shares outstanding on any given date may be different from the numbers
indicated in this Amendment No. 4 to the Schedule 13D.
Pursuant to the exercise and conversion price adjustment provisions
under the Warrants and the Convertible Notes, the exercise and
conversion price under the Warrants and the Convertible Notes may from
time to time be less than $2.00 and $1.375, respectively, and may
become fixed at such lower prices. Currently, the exercise and
conversion price temporarily is $1.25, which is subject to further
temporary or permanent upward or downward adjustments contingent on
various events described in the Convertible Notes and the Warrants.
In light of the level of the Reporting Persons' investment in the
Company, the capital commitment that would be involved in exercising
the Warrants, and the loss of creditor rights that would be involved in
converting the Convertible Notes, the Reporting Persons currently have
no intention of converting or exercising the Convertible Notes or the
Warrants.
(b) No amendment
(c) Except as set forth in Annex 1 hereto, no transactions in Shares were
effected during the past 60 days by the Reporting Persons.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 91154J101 Page 6 of 7 Pages
------------------ -------- --------
(d) No amendment.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Company on one prior occasion was late in making the scheduled payments of
interest under the Convertible Notes. The Company is currently delinquent on
the June 16, 1997 scheduled interest payments under the Convertible Notes. The
Reporting Persons have not sent a notice of default to the Company, but have
reserved the right to do so. The Company has informed the Reporting Persons
that the Company needs short-term financing to meet certain of its immediate
obligations, including its interest obligations under the Convertible Notes.
The Reporting Persons from time to time have engaged in discussions with the
Company's management regarding the modification of certain terms of the
Convertible Notes and the Warrants, but the Company has proposed terms that the
Reporting Persons do not consider to be acceptable.
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 1st day of July, 1997.
S.A.C. CAPITAL ADVISORS, LLC
By:
-------------------------------- --------------------------------
Scott J. Lederman, Esq. Steven A. Cohen
<PAGE> 7
SCHEDULE 13D
CUSIP No. 91154J101 Page 7 of 7 Pages
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ANNEX 1
Transactions by Reporting Persons in Common Stock of
Substance Abuse Technologies, Inc. within 60 Days of
July 1, 1997
<TABLE>
<CAPTION>
Number of Shares Average Price
Trade Date Sold (1) per Share (2)
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<S> <C> <C>
6/17/97 (a) 31,900 1.1250
6/18/97 (b) 40,300 1.0704
6/18/97 (a) 135,300 1.0704
6/19/97 (a) 77,100 1.0625
6/19/97 (b) 22,900 1.0625
6/20/97 (b) 3,600 1.0625
6/20/97 (a) 12,400 1.0625
6/23/97 (a) 23,100 1.1250
6/23/97 (b) 6,900 1.1250
</TABLE>
(a) Transactions by Steven A. Cohen
(b) Transactions by S.A.C. Capital Advisors, LLC
(1) Unless otherwise indicated, all transactions were effected on the
American Stock Exchange.
(2) Prices exclude commission.
WA971690.082/8
