Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CONOLOG CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-0853566
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
5 Columbia Road, Somerville, New Jersey 08876
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1997 Consulting Agreement Stock
Certain Restricted Stock Awards
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 594-5300
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 7 Pages
Exhibit Index Begins on Page
(Facing Page Continued on the Following Page)
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(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Shares, 60,500 $4.875 (2) $294,937.50 $89.38
par value $1.00 shares
per share
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Based upon the average of the high and low sales prices of
the Common Shares on the National Association of Securities
Dealers Automated Quotation Systems, Inc. on September 19,
1997 of $4.875 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional indeterminate
number of shares as may become issuable pursuant to anti-dilution and
adjustment provisions of any options to purchase shares registered
hereby.
EXPLANATORY NOTE
As provided in Instruction C to Form S-8, any prospectus that
is to be used for reoffers and resales of restricted securities must be filed as
a part of a Registration Statement on Form S-8. Accordingly, the Prospectus that
is to be used for reoffers and resales of shares of Common Stock acquired prior
to the effective date of this Registration Statement pursuant to the grant of
certain restricted stock awards has been filed as a part of this Registration
Statement.
PROSPECTUS
60,500 Shares
Conolog Corporation
Common Stock
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This prospectus relates to 60,500 shares (the "Shares) of
Common Stock, par value $1.00 per share (the "Common Stock"), of Conolog
Corporation (the "Company") that may be offered for sale for the account of
certain shareholders of the Company as stated herein under the heading "Selling
Shareholders."
The Selling Shareholders have advised the Company that sales
of the Shares offered hereunder by them, or by their pledges, donees,
transferees or other successors in interest, may be made from time to time in
the over-the-counter market, through negotiated transactions or otherwise, at
market prices prevailing at the time of the sale or at negotiated prices. The
Shares may be sold by one or more of the following methods: (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. Sales may be made pursuant to this Prospectus to or through
broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
Common Stock for whom such broker-dealer may act as agent or to whom they may
sell as principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions). One or more supplemental
prospectuses will be filed pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), to describe any material arrangements
for the sale of the Shares offered hereunder when such arrangements are entered
into by any of the Selling Shareholders and any other broker-dealers that
participate in the sale of the Shares.
The Selling Shareholders and any broker-dealers or other
persons acting on their behalf in connection with the sale of Common Stock
hereunder may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit realized by
them on their sale of Common Stock as principals may be deemed to be
underwriting commissions under the Securities Act. As of the date hereof, there
are no special selling arrangements between any broker-dealer or other person
and any Selling Shareholder.
No period of time has been fixed within which the Shares may
be offered or sold. None of the proceeds from the sale of the Shares will be
received by the Company. The Company will pay all expenses with respect to this
offering, except for brokerage fees and commissions and transfer taxes for the
Selling Shareholders, which will be borne by the Selling Shareholders.
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The shares of Common Stock offered hereby involve certain
risks. See "Risk Factors" beginning on page 7 of this Prospectus.
The Company's Common Stock is traded on the Nasdaq Smallcap
Market under the Symbol "CNLG." On September 19, 1997, the last sale price of
the Common Stock on the Nasdaq Market was $4.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 23, 1997.
No person has been authorized to give any information or to
make any representations not contained or incorporated by reference in this
Prospectus in connection with the offer described in this Prospectus and, if
given or made, such information and representations must not be relied upon as
having been authorized by the Company or the Selling Shareholders. Neither the
delivery of this Prospectus nor any sale made under this Prospectus shall under
any circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state or any
person to whom it is unlawful to make such offer in such state.
THE COMPANY
Conolog Corporation, a Delaware corporation (the "Company" or
"Conolog") was organized in 1968 and is engaged in the design, manufacture
(directly or through subcontractors) and distribution of small electronic and
electromagnetic components and subassemblies for use in telephone, radio and
microwave transmission and reception and other communication areas that are used
in both military and commercial applications. The Company's products are used
for transceiving various quantities, data and protective relaying functions in
industrial, utility and other markets.
The Company is engaged in the design and manufacture
of (i) transducers, which are electro-magnetic devices which
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convert electrical energy into mechanical and other forms of physical energy, or
conversely convert mechanical and other forms of physical energy into electrical
energy; (ii) digital signal processing (DSP) systems and electromagnetic wave
filters for differentiation among discreet audio and radio frequencies; (iii)
audio transmitters and modulators, for the transmission over telephone lines,
microwave circuits, or satellite, of electrical signals obtained from
transducers, data generated in electronic code form or by computers or other
similar equipment (not manufactured by the Company); (iv) audio receivers and
demodulators which are small systems which receive and decode the signals from
the audio transmitters and convert them into digital codes for input into
computers, teletypes or other similar equipment (not manufactured by the
Company) or convert such signals into mechanical or other form of energy, such
as opening or closing valves, or starting or stopping a motor; (v) magnetic
"networks" which are devices that permit the matching or coupling of different
types of communication equipment together or many identical or similar equipment
together or onto telephone or other transmission lines so as not to cause
interference; and (vi) analog transmitters and receivers, which permit the
coding/transmission and receiving/decoding of a constantly variable data, such
as the water level in a tank, pressure in a pipe or temperature, by actually
displaying the exact information at the receiving end in digital form for
storing in a computer or other devices, or by physically displaying the
information in a visual fashion such as a numerical readout or meter.
Since the 1980's, Conolog has been an active participant in
providing electromagnetic wave filters for major military programs, such as the
Patriot Missile, Hawk Missile and Sea Sparrow Missile. In addition to these
projects, Conolog components are currently used by the military in tanks, the
Apache helicopters and the MK-50 torpedoes.
During 1987, the Company made the strategic decision to
redirect the Company's focus from military to commercial markets. Since that
time, the Company has refocused on manufacturing and marketing its products for
the commercial marketplace rather than depend on the military and defense
related markets. The effort has included the introduction of new products, the
redesign of existing products and increased advertising and marketing efforts,
as permitted by its limited financial resources. The percentage of revenues
attributed to products manufactured for use in commercial applications increased
from approximately 4% of sales in 1981 ($171,000) to approximately 77% of sales
in 1996 ($1,480,000). The decision to embark on this program entailed a major
design effort, including the coordination of outside engineering consultants to
develop a complete line of products aimed at the Company's
target markets. The emphasis was on products for electric
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utilities, cogeneration of power, gas and water companies, traffic control for
departments of transport (DOT) and airports utilizing DSP (Digital Signal
Processing) technology. DSP designs have long term stability with minimum or no
maintenance, allowing the Company to offer customers a product line with a 12
year warranty - a first on the market.
Testing of the Company's first commercial product group, the
Teleprotection Series PTR-1000, was under way in the latter part of 1992 by
Bonneville Power Administration. This detailed test permitted the Company to
"fine tune" the product for power transmission applications. In March 1994, the
PTR- 1000 was approved for use by such utility and thereafter by other utilities
and municipalities. To date, the Company has sold and delivered over 450
PTR-1000 sets to 14 utilities and 3 municipalities, most of which are installed
and in service.
Following the PTR-1000, in 1993, the Company introduced its
"98 Series" Tone Products for water, gas, telephone and oil companies,
waste-water, traffic control and airports. In 1994 the Company unveiled the
Power Supply Series (allowing the various utilities to power-up the equipment
from any power source), the "40 Series" for transmission of analog variable data
(i.e., water levels, gas pressures, and temperature) and the Multiplexer Series
which permits the transmission of up to 900 separate data points, again using a
telephone line, microwave link, or satellite. In 1994 the Company also
introduced the "68 Series" tone products. This series is the "98 Series"
repackaged mechanically specifically for customers with older systems wanting to
upgrade to DSP technology without the expense of a complete mechanical
installation. The "68 Series" offers the entire line offered by the "98 Series".
In 1995 the Company introduced a stand alone "98 Series" transmitter and
receiver for field installations and a wide range fiber optic interface for the
Iniven products. The fiber optic interface is also available as a stand alone
coupling device. In 1996 the Company launched its industrial grade 1200 Baud
Modem for data transmission/communication.
Due to the end of the cold war and the downsizing of the
American military, the Company experienced unexpected sharp reductions of
military contracts in fiscal 1993 (the Company's fiscal year end is July 31)
resulting in a 50% decline in the Company's sales for that year, down to
$1,486,298 from $2, 997,308 in fiscal 1992. The sales of new products could not
replace the decrease in military sales. The Company, however, continued to
pursue sales as aggressively as its available resources would permit. Sales in
fiscal 1994 increased to $2,044,860, a 37% increase over fiscal 1993. Sales in
fiscal 1995 were $2,090,933 a 2% increase over fiscal 1994. Sales in fiscal 1996
were $1,924,466 an 8% decrease from fiscal 1995. Revenues from the Company's
military product sales represented
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approximately 60%, 30% and 23% of sales of the Company in fiscal 1994, 1995, and
1996, respectively, reflecting the Company's emphasis on commercial sales and
markets.
The Company's products are used in radio and other
transmissions, telephones and telephone exchanges, air and traffic control,
automatic transmission of data for utilities, teleprinting of transmitted data
such as news and stock market information and for use by electric utilities in
monitoring power transmission lines for faults and/or failures. The Company's
products may be used independently or in combination with other products to form
a system type configuration, whereby the Company's equipment is pre-assembled in
a large cabinet with other equipment in a configuration that would provide the
end user with protection as well as operational status displays.
The Company is presently engaged and focused in two basic
market areas: (1) Military sales via direct contract sales to the military, as
subcontractor to systems producers and to foreign governments; and (2)
Commercial sales (under the tradename "INIVEN" (A Division of Conolog)) via
direct sales to end users, sales to system assemblers and sales to
contractors/installers.
On August 16, 1995, the Company completed an underwritten
offering ("August 1995 Offering") of its securities by selling 235,750 Units
("Units"), each Unit consisting of two (2) shares of Common Stock and one (1)
Redeemable Class A Warrant ("Class A Warrant" or "Warrant") at a price of $10.00
per Unit. The Company received net proceeds of $1,853,025. The offering was
underwritten by I.A. Rabinowitz & Co. (the "Public Offering Underwriter").
The Company's executive offices are located at 5 Columbia
Road, Somerville, New Jersey 08876, telephone (908) 722-8081.
RISK FACTORS
In making comparisons with other investments or in considering
the success of other investments, one should bear in mind that the success of
any investment depends upon many factors including opportunity, general economic
conditions, experience and competence of management. There is no representation
that the same positive factors are present in this Company which have been
present in like ventures that have been successful.
Any person who is considering the purchase of the
Securities offered herein should carefully consider the adverse
factors described below. Any one or more of these factors could
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have a negative effect on the Company of such impact as to cause the value of
the Company's securities to be greatly diminished.
1. Working Capital; Stockholders' Equity; Prior Periods'
Losses and Profits. At July 31, 1996, the Company had working capital of
$1,914,981 and stockholders' equity of $2,374,312. The Company's continued
existence is dependent upon it successfully expanding its business and attaining
profitable operations. The Company reported income of $293,552 and losses of
$522,044 and $1,182,988 for the years ended July 31,1996, 1995, 1994,
respectively. The losses reported included inventory write-offs of $50,281,
$656,248, and $944,970, for years ended July 31, 1996, 1995, and 1994,
respectively. In addition, reported interest expense for the same periods were
$131,854, $253,686, and $362,317 respectively.
2. Risks Attendant to Expansion. Like any business enterprise
operating in a specialized and competitive market, the Company is subject to
many business risks which include, but are not limited to, unforeseen marketing
and promotional expenses, unforeseen negative publicity and competition. Many of
the risks inherent in the Company's business may be unforeseeable or beyond the
control of management. There can be no assurance that the Company will
successfully market the Company's products or develop new products in a timely
or effective manner, which would materially adversely affect the Company's
operating results.
3. Minimal Sales Staff. The Company employs only 2 marketing
executives. In 1995, the Company elected a Vice President of Marketing and Sales
who introduced a comprehensive advertising campaign for the major product lines
in water/waste water and utility publications appearing monthly. In addition,
the Company has signed up to attend the major shows pertaining to water, waster
water and power utilities. Although the response to these efforts have shown
promise, the success of the Company's future marketing efforts will depend on
the market environment and the needs of the economy.
4. Reliance on Component Manufacturers. The Company is
dependent on outside suppliers for all of the subcomponent parts and raw
materials necessary to manufacture the Company's products. A shortage, delay in
delivery, or lack of availability of a given part could lead to manufacturing
delays, which could reduce sales until the problem is remedied. All electrical
components of the Company's products are standard stock items for which a
replacement vendor can be readily obtained. The Company is not dependent upon
any single supplier. The Company purchases some custom parts, primarily printed
circuit boards. The failure of a vendor of one of these customized components
could cause a lengthy delay in production, resulting in a loss of revenues.
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5. Dependence on Present Management. The success of the
Company is dependent upon the services of its current management, particularly
Robert S. Benou, its President, and its key engineers. Mr. Benou has entered
into an employment agreement with the Company pursuant to which Mr. Benou will
be employed by the Company through May 31, 2002. The Company carries no
insurance on the lives of any of its officers. If the Company were to lose the
services of any of its key employees, there is no assurance that the Company
would be able to locate and retain a qualified replacement. The prolonged lack
of availability of any current member of senior management, whether as a result
of death, disability or otherwise, could have an adverse effect upon the
business of the Company.
6. Competition: Rapid Technological Change. The market for the
Company's products is very competitive. There are several companies engaged in
the manufacture of products of the type produced by the Company, most of which
are substantially larger and have substantially greater name recognition and
greater financial resources and personnel. The principal elements of competition
in the Company's markets include product quality and reliability, price, service
and delivery. Competition is expected to continue and intensify. The market is
also characterized by rapid technological changes and advances. The Company is
an insignificant factor in the industry. There can be no assurance that the
Company will be able to develop or acquire new products to keep the Company
competitive or stay competitive in general. Lack of market acceptance for the
Company's existing or new products, the Company's failure to introduce new
products in a timely or cost effective manner or its failure to increase
functionability of existing products or remain price competitive, would
materially adversely affect the Company's operating results. There can be no
assurance that the Company will be successful in its product development
efforts.
7. Dependence on Large Customers. Sales to the Company's major
customer in fiscal 1996 (B.C. Hydro-Canada ) totaled $401,000 (20% of all
sales). Sales to the Company's major customer in fiscal 1995 (United States
Government) totaled $424,849 (20% of net sales). During fiscal 1994, sales to
the Company's only major customer (Westinghouse Electric Corp. - Naval Systems
Division) totaled $597,000 (29% of net sales). None of such customers has or had
any material relationship other than business with the Company.
The dependence on major customers subjects the Company to
significant financial risks in the operation of its business should a major
customer terminate, for any reason, its business relationship with the Company.
In such event the financial condition of the Company may be adversely affected
and the Company may be required to obtain additional financing, of which
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there can be no assurance. The Company has taken into account the decreasing
military budget of the United States. Currently less than 50% of the Company's
revenues are derived from the military and are expected to diminish as a
percentage of sales.
8. Defense Industry Downsizing - Historical Dependence on
Government Contracts. Recent world events have resulted in a decreased demand
for defense related products causing a general downsizing of the American
defense industry. These factors, along with federal budget constraints, have
caused the Company to realize order cancellations in the amount of $650,000
since 1990 and for another $600,000 placed on a production hold pending specific
releases. The Company's ability to continue to attract and retain orders from
defense contractors, which as a group accounted for $442,627 in fiscal 1996 or
23% of the Company's total revenue of $1,924,466, has been affected. The
Government shutdown during the last half of 1995 and early 1996 seriously
aggravated an already deteriorating situation impairing overall sales level
growth. While the Company has changed its strategy for growth by a conversion to
primarily commercial business, there can be no assurance that it will be
completely successful in this objective.
9. Price Stability. The Company's sales to defense- related
contractors and manufacturers have historically occurred in a relatively stable
price environment. Pressure in defense spending may adversely affect prices and
profit margins in that market. While the Company believes that its planned
expansion in the commercial market will help it to better manage such a change
in the defense market, there can be no assurance that it will be completely
successful in this objective.
10. No Assurance of Public Trading Market for Common Stock;
"Penny Stock" Regulations. Prior to this offering, the Company's Common Stock
has been thinly traded in the Nasdaq SmallCap Market and there is no assurance
that an active trading market will develop, or that an active trading market, if
developed, will be sustained. If for any reason, however, an active public
trading market does not develop, purchasers of the Securities may have
difficulty in selling their Securities should they desire to do so. In any
event, due to the price of the Company's securities, many brokerage firms will
not effect transactions in the Securities and it is unlikely that any bank or
financial institution will accept such Securities as collateral, which could
have an adverse effect in developing or sustaining any market for the Company's
Securities. Under the rules of the National Association of Securities Dealers,
Inc. ("NASD"), in order to qualify for initial quotation of securities on
Nasdaq, a company, among other things, must have
at least $4,000,000 in total assets, $2,000,000 in total capital
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and surplus, $1,000,000 in market value of public float, a minimum bid price of
$3.00 per share and at least two (2) market makers. For continued listing, a
company, among other things, must have $2,000,000 in total assets, $1,000,000 in
total capital and surplus, $1,000,000 in market value of public float and a
minimum bid price of $1.00 per share. If the Company is unable to satisfy the
requirements for quotation on Nasdaq, trading if any, in the Units, Common Stock
and Warrants offered hereby would be conducted in the over-the-counter market in
what are commonly referred to as the "pink sheets" or on the NASD's Electronic
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of, the Securities offered
hereby. The above-described rules may materially adversely affect the liquidity
of the market for the Company's Securities. Between January 1988 and August 1995
the Company's Common Stock traded on the OTC Bulletin Board. Prior thereto, the
Common Stock was listed on Nasdaq until it was delisted for failure to meet the
Nasdaq requirements.
The Securities and Exchange Commission (the "Commission") has
adopted regulations which generally define "penny stock" to be an equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. If
the Securities offered hereby are removed from Nasdaq, the Company's securities
may become subject to rules that impose additional sales practice requirements
on broker-dealers who sell such securities to persons other than established
customers and institutional accredited investors. For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a disclosure schedule prepared by the
Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Consequently, the
"penny stock" rules may restrict the ability of broker-dealers to sell the
Company's securities and may affect the ability of purchasers in the offering to
sell the Company's securities in the secondary market.
11. No Common Stock Dividends. The Company has not paid any
dividends on its Common Stock and does not anticipate
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paying dividends on its Common Stock in the foreseeable future. The future
payment of dividends is directly dependent upon future earnings of the Company,
its financial requirements and other factors to be determined by the Company's
Board of Directors. For the foreseeable future, it is anticipated that any
earnings which may be generated from the Company's operations will be used to
finance the growth of the Company even if the Company's operations are
profitable.
12. Governmental Regulation. The Company's manufacturing
facilities, in common with those of the industry generally, are subject to
numerous existing and proposed Federal and state regulations designed to protect
the environment, establish occupational safety and health standards and many
other matters. The Company believes that its operations are in compliance with
existing regulations and does not believe that said compliance has had or will
have any material effect upon its capital expenditures, earnings or competitive
position.
13. Dependence on Qualified Personnel. Because of the
technological nature of the Company's business, the Company is dependent upon
its ability to attract and retain technologically qualified personnel. There is
significant competition for technologically qualified personnel and the Company
may not be successful in recruiting such qualified personnel.
14. Additional Authorized Shares Available for Issuance May
Adversely Affect the Market. The Company is authorized to issue 20,000,000
shares of its Common Stock, $1.00 par value. As of September 15, 1997 there are
a total of 2,799,738 shares of Common Stock issued and outstanding (not
including treasury stock). However, the total number of shares of Common Stock
issued and outstanding does not include the exercise of up to 1,137,750 Class A
Warrants to purchase up to 1,137,750 shares of the Company's Common Stock, the
Public Offering Underwriter's option to purchase up to 41,000 shares of Common
Stock and 20,500 Class A Warrants to purchase 20,500 shares of Common Stock.
After reserving a total of 1,199,250 shares of Common Stock for issuance upon
the exercise of all the Warrants, the Company will have at least 16,001,014
shares of authorized but unissued capital stock available for issuance without
further shareholder approval (of which 155,358 has been reserved for conversion
of all of the Company's Series A and Series B Preferred Stock outstanding).
SELLING SHAREHOLDERS
This Prospectus relates to the offering of 60,500 shares of
Common Stock of the Company by the Selling Shareholders named below. The shares
being offered by the
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Selling Shareholders hereunder were acquired pursuant to the grant of certain
restricted stock awards to employees of Conolog and a consulting agreement with
a provider of services to the Company. The following table sets forth certain
information, as of September 15, 1997, and as adjusted to reflect the sale of
the shares offered hereby, with respect to the beneficial ownership of the
Common Stock by the Selling Shareholders. Unless otherwise noted below, each
Selling Shareholder possess sole voting and investment power with respect to the
shares shown opposite such Selling Shareholder's name.
<TABLE>
<CAPTION>
Beneficial Ownership
of Common Stock
After
Offering
(1)(2)(3)
Name Shares of Number of Number of Percent
Common Shares to Shares of Class
Stock be Sold (4)
Beneficial
ly Owned
Before
Offering
(1)(2)
<S> <C> <C> <C> <C>
TDK Group, Ltd. 16,000 16,000 0 *
Mary Ann 2,500 2,500 0 *
Edwards
Albert S. 2,000 2,000 0 *
Lenhardt
Marc R. Benou 50,000 10,000 40,000 *
Thomas Fogg 25,000 5,000 20,000
Dina 20,000 20,000 0 *
Stellwagen
Louis Massad 10,000 5,000 5,000 *
Total 125,500 60,500 65,000
</TABLE>
* Less than one percent (1%).
(1) Based upon questionnaires received from each selling shareholder, or a
representative of the selling shareholder, in connection with the
preparation of the Registration Statement on Form S-8, of which this
Prospectus is a part.
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(2) Shares not outstanding but deemed beneficially owned by virtue of the
right of a person or member of a group to acquire them within 60 days
are treated as outstanding only when determining the amount and
percentage owned by such person or group.
(3) This assumes all shares being offered and registered hereunder are
sold, although no Selling Shareholder is obligated to sell any shares.
(4) Based upon 2,799,738 shares of Common Stock outstanding as
of September 15.
VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Milberg Weiss Bershad Hynes & Lerach LLP.
EXPERTS
The Financial statements of the Company as of April 30, 1996 and 1995,
and for each of the three years in the period ended July 31, 1996, incorporated
by reference in this Prospectus, have been audited and reported upon by
Rosenberg Rich Baker Berman & Company, independent accountants. Such financial
statements have been incorporated by reference in this Prospectus in reliance
upon the report of Rosenberg Rich Baker Berman & Company, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing. To the extent that Rosenberg Rich Baker Berman & Company audits
and reports on the financial statements of the Company issued at future dates
and consents to the use of their report thereon, such financial statements also
will be incorporated by reference in this Prospectus in reliance upon their
report and said authority.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company pursuant to the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
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Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission also maintains a Website at http://www.sec.gov that
contains reports, proxy and information statements, registration statements and
other information that has been or will be filed by the Company.
The Company has filed with the Commission a Registration Statement on
Form S-8 under the Securities Act. This Prospectus does not contain all of the
information, exhibits and undertakings set forth in the Registration Statement,
certain portions of which are omitted as permitted by the Rules and Regulations
of the Commission. Copies of the Registration Statement and the exhibits are on
file with the Commission and may be obtained, upon payment of the fee prescribed
by the Commission, or may be examined, without charge, at the offices of the
Commission set forth above. For further information, reference is made to the
Registration Statement and its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 0-8174) are incorporated by reference in this Prospectus: (1) the Company's
Annual Report on Form 10-K for the year ended July 31, 1996; (2) the Company's
Quarterly Report on Form 10-Q for the quarters ended October 31, 1996, January
31, 1997 and April 30, 1997; (3) all other reports filed by the Company pursuant
to Sections 13 or 15(d) of the Exchange Act since July 31, 1996; and (5) the
description of the Company's Common Stock contained in its Registration
Statement on Form S-1 (No. 333-14247), including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document all or any
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded
to constitute a part of this Prospectus.
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The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests should be directed to Conolog
Corporation, 5 Columbia Road, Somerville, New Jersey 08876, telephone (908)
722-8081.
16
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No.
0-8174) pursuant to the Securities Exchange Act of 1934 are incorporated by
reference into this Registration Statement.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1996.
(2) The Company's quarterly report on Form 10-Q for the
quarter ended October 31, 1996.
(3) The Company's quarterly report on Form 10-Q for the
quarter ended January 31, 1997.
(4) The Company's quarterly report on Form 10-Q for the
quarter ended April 30, 1997.
(5) The description of the Company's Common Stock contained
in its Registration Statement on Form S-1 (Registration No. 333-
14247).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all the
securities offered have been sold or which deregisters all the securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Incorporated by reference into this Registration Statement as
described in Item 3 above.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation requires the
Company to indemnify its officers, directors and employees to the fullest extent
permitted by law, including full or partial indemnification for any judgment,
settlement or related expense. In addition, advances of expenses to officers and
directors are permitted upon an undertaking by the person to be indemnified to
II-1
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repay all such expenses if he or she is ultimately found not to be entitled to
indemnification. The indemnification provision in the Company's Certificate of
Incorporation applies to all actions and proceedings including those brought by
or in the right of the Company. Directors and officers remain liable for acts
and omissions not in good faith or which involve intentional misconduct and
transactions from which such officer or director derives improper personal
benefit.
Item 7. Exemption from Registration Claimed.
The shares to be reoffered or resold pursuant to this
Registration Statement were issued without registration under the Securities Act
in reliance on Section 4(2) of the Securities Act, which provides an exemption
for transactions not involving a public offering. In determining that such
exemption was available, the Company relied on the fact that, as an offering
only to employees, directors and consultants of the Company, the shares were
being issued through direct communication only to a limited number of investors
having both knowledge of and access to the most relevant information regarding
the Company and that the certificates evidencing such shares bear a legend
restricting transfer in non-registered transactions.
Item 8. Exhibits.
Exhibit
Number Description
5 Opinion of Milberg Weiss Bershad Hynes & Lerach
LLP
23 Consent of Rosenberg Rich Baker Berman & Company
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(i)(ii) do not apply to information required to be
included in a post-effective amendment by those paragraphs
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which are contained in periodic reports filed by the undersigned
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration
Statement;
(b) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Somerville, State of New Jersey, on
this 23rd day of September, 1997.
CONOLOG CORPORATION
By /S/
Robert S. Benou
President and Director
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Date: September 23, 1997 /S/
Robert S. Benou
President and Director
Date: September 23, 1997 /S/
Arpad J. Havasy,
Executive Vice President,
Secretary, Treasurer and
Director
Date: September 23, 1997 /S/
Marc R. Benou
Vice President, Assistant
Secretary and Director
Date: September 23, 1997 /S/
Louis S. Massad,
Director
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MILBERG WEISS BERSHAD HYNES & LERACH LLP
September 23, 1997
Conolog Corporation
5 Columbia Road
Somerville, New Jersey 08876
Re: Conolog Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Conolog Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement (the "Registration Statement") on Form
S-8, under the Securities Act of 1933, relating to the sale of 60,500 shares of
the Company's Common Stock, par value $1.00 per share (the "Common Stock") by
certain selling securityholders.
We have examined the Certificate of Incorporation and the
By-Laws of the Company, the minutes of the various meetings and consents of the
Board of Directors of the Company, forms of certificates evidencing the Common
Stock, originals or copies of such records of the Company, agreements,
certificates of public officials, certificates of officers and representatives
of the Company and others, and such other documents, certificates, records,
authorizations, proceedings, statutes and judicial decisions as we have deemed
necessary to form the basis of the opinion expressed below. In such examination,
we have assumed the genuiness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to originals of all
documents submitted to us as copies thereof.
As to various questions of fact material to this opinion, we
have relied upon statements and certificates of
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Conolog Corporation
September 23, 1997
Page 2
officers and representatives of the Company and others.
Based on the foregoing, we are of the opinion that the 60,500
shares of Common Stock will, upon sale thereof in the manner contemplated by the
Registration Statement, be legally issued, fully paid and nonassessable.
We hereby consent to be named in the Registration Statement
and the Prospectus as attorneys who have passed upon legal matters in connection
with the offering of the securities offered thereby under the caption "Legal
Matters."
We further consent to your filing a copy of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/S/
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Conolog Corporation. on Form S-8 of our report dated August 8, 1996, appearing
in the Annual Report on Form 10-K of Conolog Corporation for the year ended July
31, 1996.
Rosenberg Rich Baker
Berman & Company
September 16, 1997
