UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Conolog Corporation
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
208254 40 9
(CUSIP Number)
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue, East Meadow, NY 11554
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 1999
(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 [ ]
*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
CUSIP No. 208254 40 9 Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLOG LLC
I.R.S. Identification Number:11-3479491
Warren Schreiber
The Nybor Group, Inc.
I.R.S. Identification Number: 11-3095214
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CLOG LLC - State of New York
Warren Schreiber - United States of America
The Nybor Group, Inc. - State of New York
NUMBER OF SHARES 7 SOLE VOTING POWER
2,757,143
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
2,757,143
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,757,143
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,757,143
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,757,143
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON* CO, IN
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Item 1. Security and Issuer.
The Reporting Persons are making this statement in reference to shares
of Common Stock, par value $.01 per share (the "Common Stock"), of Conolog
Corporation, a Delaware corporation ("Conolog" or the "Issuer"). The address of
Conolog's principal executive offices is 5 Columbia Road, Somerville, NJ 08876.
Item 2. Identity and Background.
Reference is made to Item 2 of Amendment No. 2 to the Reporting
Persons' Schedule 13D, filed with the Securities and Exchange Commission on June
28, 1999 ("Amendment No. 2").
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
The following is a summary of sales of Common Stock made by The Nybor
Group, Inc. ("Nybor") since June 23, 1999:
Number of Shares Approximate Price
Date of Sale Type of Sale of Common Stock Per Share
- ------------ ------------ --------------- ---------
July 1, 1999 Open Market 20,000 $1.26
July 6, 1999 Open Market 4,200 $1.07
July 7, 1999 Open Market 25,800 $1.16
July 8, 1999 Open Market 40,000 $1.13
Subject to and depending upon the availability of prices deemed
favorable by them, the Reporting Persons may choose to exercise the option to
acquire additional convertible debentures described in Amendment No. 2, convert
the convertible debentures into shares of Common Stock, and/or purchase
additional shares of Common Stock from time to time in the open market, in
privately negotiated transactions with third parties, or otherwise.
Depending upon prevailing conditions and their evaluation of the
factors described above, the Reporting Persons may also determine to dispose of
shares of Common Stock held by them in the open market, in privately negotiated
transactions with third parties, or otherwise.
The Reporting Persons have no present plans or intentions which would
result in or relate
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to any of the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons hold 2,757,143 shares of Common Stock
(including 1,800,000 shares of Common Stock issuable upon the exercise of a
currently exercisable option for the purchase of immediately convertible
debentures), which represent 37.2% of the total shares of Common Stock
outstanding as of June 8, 1999.
The percentage for the Reporting Persons was calculated using as the
denominator the sum of (i) the 1,800,000 shares of Common Stock issuable upon
the exercise of a currently exercisable option for the purchase of immediately
convertible debentures, (ii) the 200,000 shares of Common Stock issued effective
June 23, 1999 upon conversion of the convertible debentures, as described in
Amendment No. 2, (iii) the 1,057,143 shares of Common Stock issued effective
June 18, 1999 pursuant to the Restated Consulting Agreement, as described in
Amendment No. 2, and (iv) the 4,357,773 outstanding shares of Common Stock as of
June 8, 1999, based upon the Quarterly Report on Form 10-Q filed by Conolog for
the period ended April 30, 1999.
(b) See Item 6.
(c) See Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As described in Amendment No. 2, the Restated Option Agreement and
Restated Consulting Agreement provide that CLOG and Nybor shall vote any shares
of Common Stock acquired pursuant to the terms thereof in the same proportion as
votes are cast by the other stockholders of Conolog.
Item 7. Material to be Filed as Exhibits.
(1) Agreement among the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 19, 1999
CLOG LLC
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schreiber
--------------------
Warren Schreiber
THE NYBOR GROUP, INC.
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, President
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EXHIBIT 1
The undersigned agree that the Amendment to Schedule 13D to which
this Agreement is attached is filed on behalf of each one of them.
Dated: July 19, 1999
CLOG LLC
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schreiber
--------------------
Warren Schreiber
THE NYBOR GROUP, INC.
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, President
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