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)
Warren Schreiber
Consulting Agreement
(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 __ Pages
Exhibit Index Begins on Page
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
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
Common Shares, 100,000 $1.60 (2) $160,000.00 $55.17
par value $1.00 shares
per share
(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 June 10, 1998 of $1.60 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 E to Form S-8, for registration of
additional securities of the same class as other securities for which
a registration statement filed on Form S-8 relating to an employee
benefit plan is effective, the registrant may file a registration
statement consisting only of the following: the facing page; a
statement that the earlier registration statement, identified by file
number, is incorporated by reference; required opinions and consents;
the signature page; and any information required in the new registration
statement that is not in the earlier registration statement.
Accordingly, the registration statement containing the Prospectus that
is to be used for reoffers and resales of shares of Common Stock
acquired under the Warren Schreiber Consulting Agreement is
incorporated herein by reference to Registration Statement on Form S-8
filed February 23, 1998, file number 333-46697.
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 for each of the three years
in the period ended July 31, 1997, 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.
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/A for the year ended
July 31, 1997; (2) the Company's Quarterly Report on Form 10-Q for
the quarter ended October 31, 1997; (3) the Company's report on
Form 10-Q for the quarter ended January 31, 1998; (4) the Company's
report on Form 10-Q/A for the quarter ended April 30, 1998; (5) all
other reports filed by the Company pursuant to Sections 13 or 15(d) of
the Exchange Act since July 31, 1997; and (6) the description of
the Company's Common Stock contained in its Registration Statement
on Form S-1 (No. 333-35489), 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.
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.
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, 1997.
(2) The Company's quarterly report on Form 10-Q for the
quarter ended October 31, 1997.
(3) The Company's quarterly report on Form 10-Q for the
quarter ended January 31, 1998.
(4) The description of the Company's Common Stock contained
in its Registration Statement on Form S-1 (Registration
No. 333-35489).
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 8. Exhibits.
Exhibit
Number Description
5 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP
10 Consulting Agreement by and between the Company and Warren
Schreiber, dated as of February 6, 1998 incorporated by
reference to Registration Statement on Form S-8 filed
February 23, 1998 (File No. 333-46697)
23 Consent of Rosenberg Rich Baker Berman & Company
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 15th day of June, 1998.
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: June 15, 1998 /S/
Robert S. Benou
President and Director
Date: June 15, 1998 /S/
Arpad J. Havasy,
Executive Vice President,
Secretary, Treasurer and
Director
Date: June 15, 1998 /S/
Marc R. Benou
Vice President, Assistant
Secretary and Director
Date: June 15, 1998 /S/
Louis S. Massad,
Director
Date: June 15, 1998 /S/
Edward J. Rielly,
Director
Exhibit 5
MILBERG WEISS BERSHAD HYNES & LERACH LLP
June 15, 1998
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 100,000 shares of the Company's
Common Stock, par value $1.00 per share (the "Common Stock") by
Warren Schreiber.
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 officers and representatives
of the Company and others.
Based on the foregoing, we are of the opinion that the 100,000 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/MILBERG WEISS BERSHAD
HYNES & LERACH LLP
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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 October 13, 1997
and December 11, 1997, appearing in the Annual Report on Form 10-K/A of
Conolog Corporation for the year ended July 31, 1997.
Rosenberg Rich Baker
Berman & Company
June 15, 1998
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