<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1996
Commission File No. 1-12362
U.S. DRUG TESTING, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 33-0539168
- -------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation organization) I.D. Number)
10410 Trademark Street
Rancho Cucamonga, California 91730
- ---------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
including area code: (909) 466-8378
Securities registered pursuant to
Section 12 (b) of the Act Common Stock, $.001 par value
Securities registered pursuant to
Section 12 (g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent files pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to this
Form 10-K.
As of June 13, 1996, there were 5,221,900 shares of the Common
Stock outstanding.
The Registrant has only one class of voting stock, the Common
Stock. As of June 13, 1996, the aggregate market value of the
Common Stock held by non-affiliates was $6,026.650 based upon the
closing sale price of such stock on that date.
<PAGE 2>
Item 11. Executive Compensation
Summary Compensation Table
The following table provides certain summary information
concerning compensation paid or accrued by the Company to the
sole executive officer of the Company whose total annual salary
and bonus exceeded $100,000 during fiscal 1996. During fiscal
1996, the Company did not pay any compensation to its then Chief
Executive Officer.
<TABLE>
Annual Compensation Long Term Compensation
---------------------------------- -------------------------
Other Securities All
Name and Annual Underlying Other
Principal Compen- Options Compensation
Position Year Salary Bonus sation -------------------------
- -------- ---- ------ ----- ------
<S> <C> <C> <C> <C> <C> <C>
Douglas G. Allen 1996 $178,036 $ - - $ - -
President 1995 $151,154 12,500 - 30,000 -
1994 $150,769 10,000 - - -
</TABLE>
Option/SAR Grant's in Last Fiscal Year
There were no grants of stock options or stock appreciation
rights in fiscal 1996. There have been stock appreciation rights
granted in the Company.
Aggregate Option/SAR Exercises in Last Fiscal Year and Fiscal
Year -End Option/SAR Values
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options/SAR's Options/SAR's
at Fiscal Year-End at Fiscal Year-
Shares Value (#) End
Acquired on Realized Exercisable/ Exercisable/
Name Exercise ($) Unexercisable Unexercisable
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
James C. Witham, 0 0 30,000/0 0/0
Chief Executive
Officer (1)
Douglas G. Allen 0 0 50,000/0 0/0
President
<FN>
_________________
1. Mr. Witham was the Chairman of the Board and Chief Executive
Officer of the Company as of March 31, 1996. He resigned as an
officer and a director on May 31, 1996.
</TABLE>
<PAGE 3>
Report Repricing of Options/SAR's
There was no repricing of options or stock appreciation
rights during fiscal 1996.
Other Compensation
The Company currently has no pension plan in effect and has
in effect no stock option plan, no restricted stock plan, no
stock appreciation rights nor any other long-term incentive plan
under which grants or allocations may be made in fiscal 1997 or
thereafter.
Director Compensation
The Company has a policy to pay each director who is not a
compensated officer of the Company $1,000 for each Board meeting
attended.
Employment Contracts
Douglas G. Allen was employed under a three-year agreement
through February 1996 at a base annual salary which was $160,000
for the final year. At the conclusion of the contract period,
Mr. Allen's employment was continued without benefit of new
contract at an annual salary of $170,000. As additional
consideration he has received warrants expiring February 28, 1998
and February 29, 1999 to purchase 10,000 and 20,000 shares,
respectively, of the USAT Common Stock exercisable at $1.63 per
share, which exercise price was the fair market value on the date
of exercise. These warrants were exercised in May 1996. Mr.
Allen also receives a monthly automobile allowance. The
employment arrangement is terminable upon 45 days' notice and
will be terminated effective July 31, 1996. He will be succeeded
by Linda H. Masterson, currently a director of the Company and an
executive officer and director of USAT.
Clifford D. Bennett was employed under a three-year
agreement that expired in September 1995. During his employment,
he was granted warrants expiring May 1, 1998 to purchase 5,000
shares of the USAT Common Stock at $2.19 per share and 7,500
shares of the USAT Common Stock at $2.50 per share. Both of
these exercise prices were equal to the fair market value of the
USAT Common Stock on the respective date of grant.
<PAGE 4>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on
April 15, 1997.
U.S. DRUG TESTING, INC.
(Registrant)
By: /s/Robert Stutman
-----------------------
Robert Stutman
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on
behalf of the Company and in the capacities indicated on April
15, 1997.
Signature Title
- --------- -----
/s/Robert Stutman Principle Executive Officer
- ----------------------------- and Director
Robert Stutman
/s/Robert Muccini Principle Financial and
- ----------------------------- Accounting Officer
Robert Muccini
/s/Linda H. Masterson Director
- -----------------------------
Linda H. Masterson
/s/Michael S. McCord Director
- -----------------------------
Michael S. McCord
