UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 5, 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
Robyn Schreiber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* Not applicable
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
Robyn Schreiber - United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
0
EACH REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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 $1.00 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.
The Reporting Persons are making this statement pursuant to Rule
13d-1(a).
(a) Names:
CLOG LLC ("CLOG")
Warren Schreiber
The Nybor Group, Inc. ("Nybor")
Robyn Schreiber
(b) Residence or business address:
CLOG:
64 Shelter Lane
Roslyn, New York 11577
Warren Schreiber:
64 Shelter Lane
Roslyn, New York 11577
Nybor:
64 Shelter Lane
Roslyn, New York 11577
Robyn Schreiber:
64 Shelter Lane
Roslyn, New York 11577
(c) Warren Schreiber is employed as Chairman and President of The Skyes
Corporation, a corporation primarily engaged in the business of consulting and
investing, of which Mr. Schreiber is the sole shareholder. CLOG is a limited
liability company established for the sole purpose of investing in the Issuer.
Mr. Schreiber is the controlling member of CLOG. Nybor is a company primarily
engaged in the business of consulting and investing. Robyn Schreiber is the
majority and controlling shareholder of Nybor. Warren Schreiber is the President
of Nybor. Warren Schreiber and Robyn Schreiber are husband and wife.
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(d) None of the Reporting Persons has been convicted in a criminal
proceeding in the last five years.
(e) On September 7, 1995, the Market Surveillance Committee of the
National Association of Securities Dealers (the "NASD") (the "MSC") issued a
decision in which Mr. Schreiber was censured, fined $100,000, barred from
association with any NASD member in any capacity, and assessed costs of $22,104.
This decision, which was appealed to the Securities and Exchange Commission (the
"Commission"), found that Mr. Schreiber (i) knowingly participated at various
times in the unregistered distribution of securities of a company (unrelated to
the Issuer) in violation of Article III, Section 1 of the NASD's Rules of Fair
Practice ("Conduct Rule 2110"); (ii) knowingly employed manipulative and
deceptive practices in connection with the acquisition of securities to obtain
control of a company (unrelated to the Issuer) in violation of Conduct Rule
2110, Article III, Section 18 of the NASD's Rules of Fair Practice, Section
10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5
thereunder; (iii) recommended and effected the purchase of stock of a company
(unrelated to the Issuer) while in possession of material, non-public
information, in violation of Conduct Rules 2110 and 2120, and Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder; (iv) engaged in securities
transactions with or on behalf of customers without disclosing that Castleton,
Rhodes, Inc. (the "Firm") and the company (unrelated to the Issuer) were under
common control, in violation of Conduct Rule 2110, and Article III, Section 13
of the NASD's Rules of Fair Practice; and (v) engaged in an improper
distribution of equity securities issued by an affiliate of the Firm in
violation of Conduct Rule 2110 and Schedule E of the NASD's By-Laws. The
Commission found that the NASD's MSC made generalized findings as to the
credibility of a key witness and Mr. Schreiber, and that the MSC's decision did
not reflect whether the factfinder considered substantial evidence that
contradicted these findings. The Commission determined that it could not
complete its review function in this manner until the NASD had provided the
Commission with clarification of the basis of its credibility determinations.
The Commission's remand will permit the NASD to discuss explicitly the record
evidence bearing on witness credibility. In ordering the remand, the Commission
expressed no view on the outcome of this proceeding. The Commission remanded the
proceeding to the NASD and ordered that the sanctions imposed by the NASD be
vacated.
None of the other Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body during the last five years.
(f) CLOG was organized under the laws of the state of New York. Mr.
Schreiber is a citizen of the United States. Nybor was organized under the laws
of the state of New York. Robyn Schreiber is a citizen of the United States.
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Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Effective May 5, 1999, CLOG and Conolog entered into an Amended and
Restated Option Agreement (the "Restated Option Agreement"), pursuant to which
the parties agreed that the option granted to CLOG to purchase up to $2,000,000
of Conolog convertible debentures shall be subject to the approval of the
Restated Option Agreement by the shareholders of Conolog. The Restated Option
Agreement provides that the option shall terminate on December 31, 1999. Based
upon the foregoing, Conolog returned to CLOG the $200,000 paid to acquire a
portion of the convertible debentures, and CLOG returned to Conolog the issued
convertible debenture, pending shareholder approval.
Also effective May 5, 1999, Nybor and Conolog entered into an Amended
and Restated Consulting Agreement (the "Restated Consulting Agreement"),
pursuant to which the parties agreed that the issuance of the 1,057,143 shares
of Common Stock of Conolog (the "Consulting Shares") to Nybor, in consideration
of consulting services, shall be contingent upon approval of the Restated
Consulting Agreement by the shareholders of Conolog. Based upon the foregoing,
Nybor returned the stock certificate representing the Consulting Shares, pending
shareholder approval.
Item 5. Interest in Securities of the Issuer.
Based upon the fact that the grant of the option to acquire convertible
debentures of Conolog and the issuance of the Consulting Shares are subject to
shareholder approval, and no other securities of Conolog are beneficially owned
by any of the Reporting Persons, as of the date of this Amendment No. 1 to the
Schedule 13D, none of the Reporting Persons beneficially owns any securities of
Conolog.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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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(2) Amended and Restated Option Agreement, dated as of May 5,
1999, between CLOG and Conolog.
(3) Form of Convertible Debenture of Conolog, to be issued upon
the exercise of options under the Restated Option Agreement.*
(4) Amended and Restated Consulting Agreement, dated as of May 5,
1999, between Nybor and Conolog.
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* Filed as an exhibit to Issuer's Registration Statement on Form S-3
(Registration No. 333-75141) and incorporated herein by reference.
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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: May 10, 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
/s/ Robyn Schreiber
-------------------------------
Robyn Schreiber
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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: May 10, 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
/s/ Robyn Schreiber
-------------------------------
Robyn Schreiber
9
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AMENDED AND RESTATED OPTION AGREEMENT
AMENDMENT AND RESTATEMENT dated as of May 5, 1999 of the OPTION AGREEMENT
dated as of the 22nd day of December, 1998 between CONOLOG CORPORATION, a
Delaware corporation, having an address at 5 Columbia Road, Somerville, New
Jersey, 08876 (the "Company"), and CLOG LLC, a New York limited liability
company, having an address at 64 Shelter Lane, Roslyn, New York 11577 (the
"Optionee").
W I T N E S S E T H:
WHEREAS, the Company and the Optionee entered into the Option Agreement
dated as of December 22, 1998, which provided for the Company to grant the
Optionee the irrevocable right and option to purchase the Company's convertible
debentures, and the Optionee accepted such irrevocable right and option, on the
terms and conditions set forth therein; and
WHEREAS, the Company desires to obtain the approval of the shareholders
prior to the effectiveness of the Option Agreement, and the Company and the
Optionee have agreed to certain other changes to the Option Agreement; and
WHEREAS, the parties desire to restate the Option Agreement to incorporate
such changes;
NOW, THEREFORE, it is hereby agreed as follows:
1. Grant of Option. The Company hereby grants the irrevocable right and
option (the "Option") to purchase the Company's convertible debentures in the
form and having the terms
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and conditions set forth in Exhibit A attached hereto (the "Convertible
Debentures"), from time to time as hereinafter provided, in the principal amount
of up to $2,000,000, the face amount of each such Convertible Debenture being
equal to the purchase price paid by the Optionee for such Convertible Debenture
hereunder. Notwithstanding the foregoing, with respect to the initial $200,000
principal amount of Convertible Debentures, (i) the provisions of Sections 1 and
3 of the Form of Convertible Debenture attached hereto as an exhibit shall not
be included therein and (ii) the issuance or sale by the Company of any shares
of Common Stock, or any securities exchangeable for or convertible into shares
of Common Stock, or any option, right or warrant to acquire shares of Common
Stock or such exchangeable or convertible securities at a price (or effective
exchange or conversion price) less than fair market value (as defined in Section
2.4(c) of the form Convertible Debenture) shall constitute an Event of Default
unless used to repay such $200,000 Convertible Debenture including accrued
interest in full.
2. Term of Option; Exercise.
(a) The Option shall terminate at 5:00 p.m. on December 31, 1999,
subject to extension by the Company. The Option shall be exercisable in
whole or in part, as determined by the Optionee, provided, however, that no
exercise shall be permitted for less than $100,000 at any one time.
(b) The Option is exercisable in full commencing on the date
Shareholder Approval (as hereinafter defined) is
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obtained. Any exercises prior to such date shall be considered null and
void. The Option shall be exercised by written notice to the Secretary or
Treasurer of the Company at its then principal office. The notice shall
specify the principal amount of the Convertible Debenture as to which the
Option is being exercised and shall be accompanied by payment in full of
the purchase price for such Convertible Debenture. The option price shall
be payable in United States dollars, and may be paid by bank or certified
check drawn on a United States bank or by wire transfer of immediately
available funds to an account specified by the Company. Each Convertible
Debenture will be executed and delivered by the Company to the Optionee
concurrently with the funding of the exercise of the Option. Alternatively,
if the Optionee notifies the Company that it desires to simultaneously
convert the Convertible Debenture into Common Shares of the Company, the
Company instead will deliver to the Optionee the shares of Common Stock
concurrently with the funding of the exercise of the Option.
3. Registration of Shares Being Acquired.
(a) On or before March 26, 1999, the Company will use its best efforts
to file a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering the
2,000,000 shares of common stock into which the Convertible Debentures are
convertible (collectively, the "Conversion Shares"). The Company will use
its best efforts to have the Registration Statement
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declared effective as soon as possible after the filing thereof, and to
keep the Registration Statement current and effective until one year from
the date Shareholder Approval is obtained or until such earlier date as all
of the Conversion Shares registered pursuant to the Registration Statement
shall have been sold or otherwise transferred.
(b) The Company shall supply prospectuses and such other documents as
the Optionee may request in order to facilitate the public sale or other
disposition of the Conversion Shares, use its best efforts to register and
qualify any of the Conversion Shares for sale in such states as the
Optionee designates provided that the Company shall not be required to
qualify as a foreign corporation or a dealer in securities or execute a
general consent to service of process in any jurisdiction in any action and
do any and all other acts and things which may be reasonably necessary or
desirable to enable the Optionee to consummate the public sale or other
disposition of the Conversion Shares. The Optionee will pay its own legal
fees and expenses and any underwriting discounts and commissions on the
Conversion Shares sold by the Optionee but shall not be responsible for any
other expenses of such registration.
(c) The Company will notify the Optionee immediately, and confirm the
notice in writing: (i) when the Registration Statement or any
post-effective amendment thereto becomes effective and (ii) of the receipt
of any comments or communications from the Commission regarding the
Registration
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Statement (and shall furnish copies of same to the Optionee) or of the
receipt of any stop order or of the initiation, or to the best of the
Company's knowledge, the threatening, of any proceedings for that purpose.
(d) If at any time when a prospectus relating to the Conversion Shares
is required to be delivered under the Securities Act of 1933, as amended
(the "Act"), any event shall have occurred as a result of which, in the
reasonable opinion of counsel for the Company or counsel for the Optionee,
the Registration Statement as then amended or supplemented, includes an
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading,
or if, in the reasonable opinion of either such counsel, it is necessary at
any time to amend the Prospectus to comply with the Act, the Company will
notify the Optionee promptly and prepare and file with the Commission an
appropriate amendment or supplement in accordance with Section 10 of the
Act and will furnish the Optionee copies thereof.
4. Indemnification.
(a) Whenever pursuant to this Agreement or the Convertible Debentures
a registration statement is filed under the Act, amended or supplemented,
the Company will indemnify and hold harmless the Optionee (hereinafter
called the "Distributing Holder"), and each person, if any, who controls
(within the meaning of the Act) the Distributing Holder, and each
underwriter
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(within the meaning of the Act) of such securities and each person, if any,
who controls (within the meaning of the Act) any such underwriter, against
any and all losses, claims, damages, expenses or liabilities, joint or
several, to which the Distributing Holder, any such controlling person or
any such underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, expenses or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
such registration statement or any preliminary prospectus or final
prospectus constituting a part thereof or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading or arise out of or are based
upon any violation or alleged violation by the Company of the Act, the
Securities and Exchange Act of 1934, as amended, any other applicable
securities law, or any rule or regulation thereunder relating to the offer
or sale of the Conversion Shares; and will reimburse the Distributing
Holder and each such controlling person and underwriter for any legal or
other expenses reasonably incurred by the Distributing Holder or such
controlling person or underwriter in connection with investigating or
defending any such loss, claim, damage, expense, liability or action;
provided, however, that the Company will not be liable in any such case to
the extent that any such loss,
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claim, damage, expense or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in said registration statement, said preliminary prospectus,
said final prospectus, or said amendment or supplement in reliance upon and
in conformity with written information furnished by such Distributing
Holder, for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages, expenses, or liabilities, joint and
several, to which the Company or any such director, officer, or controlling
person may become subject, under the Act or otherwise, insofar as such
losses, claims, damages, expenses, or liabilities arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained
in said registration statement, said preliminary prospectus, said final
prospectus, or said amendment or supplement, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in said registration statement, said preliminary
prospectus, said final prospectus, or
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said amendment or supplement in reliance upon and in conformity with
written information furnished by such Distributing Holder for use in the
preparation thereof; and will reimburse the Company or any such director,
officer, or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such
loss, claim, damage, expense, liability, or action.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party,
give the indemnifying party notice of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under this Section
except to the extent that the indemnifying party is actually prejudiced in
its ability to defend such action.
(d) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other
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expenses subsequently incurred by such indemnified party in connection with
the defense thereof, provided, however, that any indemnified party shall
have the right to employ separate counsel in any such action and to
participate in the defense thereof but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
employment thereof at the indemnifying party's expense has been
specifically authorized by the indemnifying party in writing, (ii) such
indemnified party shall have been advised by such counsel that there may be
one or more legal defenses available to it which are different from or
additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified
party to employ separate counsel or (iii) the indemnifying party has failed
to assume the defense of such action and employ counsel reasonably
satisfactory to the indemnified party, in which case, if such indemnified
party notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such action on
behalf of such indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (plus separate local counsel, if
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retained by the indemnified party) at any time for all such indemnified
parties.
(e) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is a party and
indemnity could have been sought hereunder by such indemnified party,
unless such settlement is for money damages only and includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding.
5. Shares to be Fully Paid; Reservation of Shares; Etc. The Company
covenants and agrees that the Conversion Shares, Preferred Stock and all shares
of common stock which may be issued pursuant to the terms of the Preferred Stock
will, upon issuance, be duly and validly issued, fully paid and nonassessable.
The Company further covenants and agrees that so long as any Convertible
Debentures are outstanding, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for the
conversion of the Convertible Debentures and the Preferred Stock and that it
will have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon conversion of the Convertible Debentures and the Preferred
Stock. The Company agrees to use its best efforts to cause all Conversion Shares
to be listed on Nasdaq and each securities exchange, if any, on which similar
securities issued by the Company are then listed.
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6. Representations and Warranties of the Optionee. The Optionee hereby
represents and warrants to the Company as follows:
(a) The Optionee has the full right, power and authority to enter into
this Agreement and to carry out and consummate the transactions
contemplated herein. This Agreement constitutes the legal, valid and
binding obligation of the Optionee.
(b) No authorization or approval of, or filing with, or compliance
with any applicable order, judgment, decree, statute, rule or regulation
of, any court or governmental authority, or approval, consent, release or
action of any third party, is required in connection with the execution and
delivery by the Optionee of, or the performance or satisfaction of any
agreement of the Optionee contained in or contemplated by, this Agreement.
(c) The Optionee acknowledges that it and each of its shareholders has
received and reviewed all publicly filed documents concerning the Company
and has had an opportunity to meet with and ask questions of the management
of the Company.
(d) The Optionee and each of its shareholders is an accredited
investor within the meaning of Rule 501 of the Commission under the
Securities Act, has the financial ability to bear the economic risk of its
or his investment, can afford to sustain a complete loss of such investment
and has adequate means of providing for its or his current needs and
personal contingen-
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cies, and has no need for liquidity in its or his investment in the
Company; and the amount invested in the Company by the Optionee does not
constitute a substantial portion of its or his net worth.
(e) The Optionee is acquiring the Convertible Debentures for
investment and not with a view to the sale or distribution thereof, for its
own account and not on behalf of others and has not granted any other
person any right or option or any participation or beneficial interest in
any of the securities. The Optionee acknowledges its understanding that the
Conversion Shares constitute restricted securities within the meaning of
Rule 144 of the Commission under the Act, and that none of such securities
may be sold except pursuant to an effective registration statement under
the Act or in a transaction exempt from registration under the Act, and
acknowledges that it understands the meaning and effect of such
restriction. The Optionee has sufficient knowledge and experience in
financial and business matters so that it is capable of evaluating the
risks and merits of the purchase of the Conversion Shares. The Optionee is
aware that no Federal or state regulatory agency or authority has passed
upon the sale of the Conversion Shares or any of the terms of the Preferred
Stock or the terms of the sale or the accuracy or adequacy of any material
provided to the Optionee and that the price of the Conversion Shares was
negotiated between the Optionee and the Company and does not necessarily
bear any relationship to the underlying assets or
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value of the Company and that the terms of the Preferred Stock was
negotiated between the Optionee and the Company and does not necessarily
bear any relationship to the underlying assets or value of the Company. THE
OPTIONEE UNDERSTANDS THAT AN INVESTMENT IN THE SHARES BEING PURCHASED BY IT
INVOLVES A HIGH DEGREE OF RISK.
(f) THE OPTIONEE UNDERSTANDS THAT IN CONNECTION WITH ITS EVALUATION OF
THE COMPANY, THE OPTIONEE MAY HAVE BEEN PROVIDED WITH ACCESS TO CERTAIN
INFORMATION CONCERNING THE COMPANY WHICH HAS NOT BEEN PUBLICLY DISCLOSED.
THE OPTIONEE FURTHER UNDERSTANDS THAT ANY TRADING BY IT IN SECURITIES OF
THE COMPANY USING NON-PUBLIC INFORMATION COULD CONSTITUTE A VIOLATION OF
FEDERAL AND STATE SECURITIES LAWS AND/OR OTHER LAWS AND MAY SUBJECT IT TO
CRIMINAL AND/OR CIVIL PENALTIES AND LIABILITY. In view of the foregoing,
the Optionee agrees not to (i) purchase or sell, including a short sale,
any of the Company's securities or rights to purchase or sell such
securities as long as the Optionee is in possession of material non-public
information or (ii) disclose any non-public information to any other
person.
(g) There is no finder's fee or brokerage commission payable with
respect to the purchase by the Optionee of the Convertible Debentures or
the consummation of the transactions contemplated by this Agreement and the
Optionee agrees to indemnify and hold harmless the Company from and against
any and all cost, damage, liability or expense (including fees and expenses
of counsel) arising out of or relating to claims for
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such fees or commissions, except to the extent that any such fees or
commissions have been directly incurred by the Company.
7. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Optionee as follows:
(a) The Company has the full right, power and authority to enter into
this Agreement and to carry out and consummate the transactions
contemplated herein. This Agreement constitutes the legal, valid and
binding obligation of the Company.
(b) No authorization or approval of, or filing with, or compliance
with any applicable order, judgment, decree, statute, rule or regulation
of, any court or governmental authority, or approval, consent, release or
action of any third party, is required in connection with the execution and
delivery by the Company of, or the performance or satisfaction of any
agreement of the Company contained in or contemplated by, this Agreement.
(c) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all
requisite corporate power, legal right and authority to conduct its
business and own, lease and operate its properties as and in the places
where such business is now conducted and such properties are now owned,
leased or operated.
(d) The Company is not in violation of, breach of or default under,
and no event (including, without limitation,
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execution of and consummation of the transactions provided for in this
Agreement) has occurred which with the passage of time or notice from or
action by any party thereto or otherwise could result in a violation of or
default under its certificate of incorporation or by-laws, any indenture,
mortgage, security, loan, lease or other material agreement to which the
Company is a party or by which it is bound or result in the creation,
imposition or acceleration of any material lien of any nature in favor of
any other person.
(e) No representation, warranty or statement, written or oral, made by
the Company in this Agreement or in any schedule, exhibit, certificate or
other document furnished or to be furnished to the Optionee, including any
and all documents filed with the Securities and Exchange Commission within
the past 12 months, pursuant hereto or otherwise, in connection with the
transactions contemplated hereby, has contained, contains or will contain
at the closing date any untrue statement of a material fact or has omitted,
omits or will omit at the closing date a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading. Without limiting the generality of the foregoing, the Company
is current in all filings required under the Exchange Act.
(f) There is no finder's fee or brokerage commission payable with
respect to the sale by the Company of the Convertible Debentures or the
consummation of the transactions contemplated by this Agreement and the
Company agrees to
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indemnify and hold harmless the Optionee from and against any and all cost,
damage, liability or expense (including fees and expenses of counsel)
arising out of or relating to claims for such fees or commissions, except
to the extent that any such fees or commissions have been directly incurred
by the Optionee.
(g) The Company meets the requirements for the use of Form S-3 for
registration of the sale by the Optionee of the Conversion Shares and the
Company shall file all reports required to be filed with the SEC in a
timely manner so as to maintain such eligibility for the use of Form S-3.
All financial statements required to be included in, or incorporated by
reference into, the Form S-3 have been previously filed by the Company with
the SEC.
8. Agreement of the Optionee Concerning Voting. While the Optionee holds
any Conversion Shares, it agrees to vote such shares in the same manner and
proportion as the other shareholders of the Company (e.g. if a shareholder vote
on a proposal is required and, of the votes cast, 60% vote for and 40% vote
against the proposal, the Conversion Shares will be voted 60% for and 40%
against the proposal).
9. Condition Precedent to Effectiveness of Agreement. The Company shall
obtain shareholder approval of this Agreement in accordance with the
requirements of applicable law ("Shareholder Approval") prior to issuance of
Convertible Debentures. The Company shall seek Shareholder Approval promptly
following the execution of this Agreement.
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<PAGE>
10. Further Assurances. From and after the date of this Agreement and the
date of Closing, each party hereto shall from time to time, at the request of
the other party and without further consideration, do, execute and deliver, or
cause to be done, executed and delivered, all such further acts, things and
instruments as may be reasonably requested or required more effectively to
evidence and give effect to the transactions provided for in this Agreement.
11. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given if personally delivered against receipt or if
mailed by first class registered or certified mail return receipt requested,
addressed to the parties at their respective addresses set forth on the first
page of this Agreement, with copies to their respective counsel, Milberg Weiss
Bershad Hynes & Lerach LLP, Att: Arnold N. Bressler, Esq., One Pennsylvania
Plaza, New York, New York 10119, in the case of the Company, and Certilman Balin
Adler & Hyman, LLP, Att: Fred S. Skolnik, Esq., 90 Merrick Avenue, East Meadow,
New York 11554, in the case of the Optionee, or to such other person or address
as may be designated by like notice hereunder.
12. Parties in Interest. This Agreement shall be binding upon, and shall
inure to the benefit of and be enforceable by, the parties hereto and their
respective legal representatives, successors and assigns, but no other person
shall acquire or have any rights under this Agreement.
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<PAGE>
13. Entire Agreement; Modification; Waiver. This Agreement (as below
defined) contains the entire agreement and understanding among the parties
hereto with respect to the subject matter hereof and supersedes all prior
negotiations and understandings, if any, and there are no agreements,
representations or warranties other than those set forth, provided for or
referred to herein. All exhibits and schedules to this Agreement are expressly
made a part of this Agreement as fully as though completely set forth herein,
and all references to this Agreement herein, in any of such writings or
elsewhere shall be deemed to refer to and include all such writings. Neither
this Agreement nor any provisions hereof may be modified, amended, waived,
discharged or terminated, in whole or in part, except in writing signed by the
party to be charged. Any party may extend the time for or waive performance of
any obligation of any other party or waive any inaccuracies in the
representations or warranties of any other party or compliance by any other
party with any of the provisions of this Agreement. No waiver of any such
provisions or of any breach of or default under this Agreement shall be deemed
or shall constitute a waiver of any other provisions, breach or default, nor
shall any such waiver constitute a continuing waiver.
14. Interpretation.
(a) This Agreement shall be governed and construed and enforced in
accordance with the laws of the State of New York applicable to contracts
made and to be performed exclusively in
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that State without giving effect to the principles of conflict of laws.
(b) All pronouns and words used in this Agreement shall be read in the
appropriate number and gender, the masculine, feminine and neuter shall be
interpreted interchangeably and the singular shall include the plural and
vice versa, as the circumstances may require.
15. Headings; Counterparts. The article and section headings in this
Agreement are for reference purposes only and shall not define, limit or affect
the meaning or interpretation of this Agreement. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original but all
of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date and year first above written.
CONOLOG CORPORATION
By /s/ Robert S. Benou
-------------------------------
Robert S. Benou, President
CLOG LLC
By /s/ Warren Schreiber
------------------------------
Warren Schreiber, President
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<PAGE>
AMENDED AND RESTATED CONSULTING AGREEMENT
AMENDMENT AND RESTATEMENT dated as of May 5, 1999 of the
CONSULTING AGREEMENT made as of the 22nd day of December, 1998 between CONOLOG
CORPORATION (the "Company"), a Delaware Corporation having an office at 5
Columbia Road, Somerville, New Jersey 08876 and THE NYBOR GROUP INC., having an
address at 64 Shelter Lane, Roslyn, New York 11577 ("Consultant").
W I T N E S S E T H:
WHEREAS, the Company and the Consultant entered into the
Consulting Agreement dated as of December 22, 1998 whereby the Company secured
the consulting services of Consultant and Consultant agreed to provide such
services to the Company, on the terms and conditions set forth therein; and
WHEREAS, the Company desires to obtain the approval of the
shareholders prior to the effectiveness of the Consulting Agreement, and the
Company and the Consultant have agreed to certain other changes to the
Consulting Agreement; and
WHEREAS, the parties desire to restate the Consulting
Agreement to incorporate such changes;
NOW THEREFORE, in consideration of the mutual promises
contained herein, the parties agree as follows:
1. Term and Performance. During the term of this Agreement, Consultant
hereby agrees that it will provide to the Company the services of its President,
Warren Schreiber ("Schreiber") and that Schreiber will render to the Company
such consulting services as the Board of Directors or the President of
<PAGE>
the Company shall reasonably request. The services provided by Consultant (the
"Consulting Services") shall consist of management consulting and financial
consulting services.
2. Compensation and Related Matters. As sole compensation for the
performance of the Consulting Services, immediately following Shareholder
Approval (as hereinafter defined), the Company shall grant to Consultant a stock
bonus consisting of 1,057,143 shares of common stock of the Company, par value
$1.00 (the "Securities" or the "Shares"). The Shares shall be considered earned
in full immediately upon Shareholder Approval and in the event the Consultant is
unable to perform the Consulting Services for any reason prior to the end of the
term (including, without limitation, as a result of the death or disability of
Schreiber), the Consultant is entitled to retain the Shares in full and any
proceeds realized from the sale of any of the Shares, with no further liability
or obligation on the part of the Consultant.
3. Confidential Information. Consultant shall not, at any time during or
following termination or expiration of the term of this Agreement, directly or
indirectly, disclose, publish or divulge to any person (except in the regular
course of Company's business), or appropriate, use or cause, permit or induce
any person to appropriate or use, any proprietary, secret or confidential
information of Company including, without limitation, knowledge or information
relating to its business, condition (financial or otherwise), operations or
prospects, all
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<PAGE>
of which Consultant agrees are and will be of great value to Company and shall
at all times be kept confidential. Without limiting the generality of the
foregoing, Consultant shall not during the term of this Agreement or at any time
thereafter, directly or indirectly, use any such confidential information in
connection with the purchase or sale of any securities of the Company. Upon
termination or expiration of this Agreement, Consultant shall promptly deliver
or return to Company all materials of a proprietary, secret or confidential
nature relating to Company together with any other property of Company which may
have theretofore been delivered to or may then be in possession of Consultant.
The provisions of this Paragraph shall survive the expiration or the termination
of this Agreement for any reason.
4. Term; Termination. This Agreement shall commence upon Shareholder
Approval and shall terminate on December 31, 2004.
5. Consultant's Representations. Consultant represents and warrants to and
agrees with the Company that:
(a) neither the execution nor performance by Consultant of this
Agreement is prohibited by or constitutes or will constitute, directly or
indirectly, a breach or violation of, or will be adversely affected by, any
law, rule or regulation of any governmental entity, any order or decree of
any court or administrative body, any written or other agreement to which
Consultant is or has been a party or by which it is bound.
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<PAGE>
(b) The Securities will be acquired for the account of Consultant, for
investment only and not with a view to the distribution thereof within the
meaning of the Federal Securities Act of 1933, as amended (hereinafter,
together with the rules and regulations thereunder, collectively referred
to as the "Act") and Consultant does not intend to divide its participation
with others or transfer or otherwise dispose of all or any Securities
except as hereinafter permitted. As herein used the terms "transfer" and
"dispose" mean and include, without limitation, any sale, offer for sale,
assignment, gift, pledge or other disposition or attempted disposition.
(c) Consultant shall not directly or indirectly distribute or
participate in any distribution or public offering of any Securities in
violation of any applicable provisions of the Act or any applicable state
"blue sky" or securities laws. Without limiting the generality of the
foregoing, Consultant shall not at any time transfer or dispose of any
Securities except pursuant to either: (i) a registration statement under
the Act which registration statement has become effective as to Securities
being sold or (ii) a specific exemption from registration under the Act but
only after Consultant has first obtained either a "no action" letter from
the Securities and Exchange Commission following full and adequate
disclosure of all facts relating to such proposed transfer or a favorable
opinion from, or acceptable to, counsel to the Company that the proposed
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<PAGE>
disposition complies with and is not in violation of the Act or any
applicable state "blue sky" or securities laws.
(d) Consultant understands that, in the opinion of the Securities and
Exchange Commission (the "SEC"), the Securities must be held by him for an
indefinite period unless subsequently registered under the Act or unless an
exemption from registration thereunder is available; that, under Rule 144
under the Act, after the applicable one or two year period from the date of
full payment for the Securities, certain public sales thereof (which may be
limited as to the number of shares) may be made in accordance with and
subject to the terms, conditions and restrictions of Rule 144, but only if
certain reporting and other requirements thereunder have been complied
with; and that, should Rule 144 be inapplicable, registration or the
availability of an exemption under the Act will be necessary in order to
permit public distributions of any Securities.
(e) Consultant understands and agrees that: (i) all certificates for
Securities shall be appropriately endorsed with a legend to the effect that
Securities represented thereby have not been registered under the Act and
may not be disposed of in the absence of such registration or any exemption
therefrom under the Act and (ii) the Company and any transfer agent for its
common stock may refuse to recognize the validity of, and may refuse to
record on its or such transfer agent's books or records, any transfer of
any Securities in violation of the
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<PAGE>
provisions of this Agreement, the Act or any applicable state "blue sky" or
securities laws.
(f) Consultant agrees that it is not an employee of the Company and
shall not be entitled to participate in any general pension, profit
sharing, life, medical, disability and any other insurance and employee
plans and programs at any time in effect for employees of the Company.
6. Registration.
(a) On or before March 26, 1999, the Company will use its best efforts
to file a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering the resale
of the 1,057,143 Shares. The Company will use its best efforts to have the
Registration Statement declared effective as soon as possible after the
filing thereof, and to keep the Registration Statement current and
effective until one year following the date Shareholder Approval is
obtained or until such earlier date as all of the Shares registered
pursuant to the Registration Statement shall have been sold or otherwise
transferred.
(b) The Company shall supply prospectuses and such other documents as
the Consultant may request in order to facilitate the public sale or other
disposition of the Shares, use its best efforts to register and qualify any
of the Shares for sale in such states as the Consultant designates provided
that the Company shall not be required to qualify as a foreign corporation
or a dealer in securities or execute a general
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<PAGE>
consent to service of process in any jurisdiction in any action and do any
and all other acts and things which may be reasonably necessary or
desirable to enable the Consultant to consummate the public sale or other
disposition of the Shares. The Consultant will pay its own legal fees and
expenses and any underwriting discounts and commissions on the Shares sold
by the Consultant but shall not be responsible for any other expenses of
such registration.
(c) The Company will notify the Consultant immediately, and confirm
the notice in writing: (i) when the Registration Statement or any
post-effective amendment thereto becomes effective and (ii) of the receipt
of any comments or communications from the Commission regarding the
Registration Statement (and shall furnish copies of same to Consultant) or
of the receipt of any stop order or of the initiation, or to the best of
the Company's knowledge, the threatening, of any proceedings for that
purpose.
(d) If at any time when a prospectus relating to the Shares is
required to be delivered under the Securities Act of 1933, as amended (the
"Act"), any event shall have occurred as a result of which, in the
reasonable opinion of counsel for the Company or counsel for the
Consultant, the Registration Statement as then amended or supplemented,
includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not
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<PAGE>
misleading, or if, in the reasonable opinion of either such counsel, it is
necessary at any time to amend the Prospectus to comply with the Act, the
Company will notify the Consultant promptly and prepare and file with the
Commission an appropriate amendment or supplement in accordance with
Section 10 of the Act and will furnish the Consultant copies thereof.
7. Indemnification.
(a) Whenever pursuant to this Agreement a registration statement is
filed under the Act, amended or supplemented, the Company will indemnify
and hold harmless the Consultant (hereinafter called the "Distributing
Holder"), and each person, if any, who controls (within the meaning of the
Act) the Distributing Holder, and each underwriter (within the meaning of
the Act) of such securities and each person, if any, who controls (within
the meaning of the Act) any such underwriter, against any and all losses,
claims, damages, expenses or liabilities, joint or several, to which the
Distributing Holder, any such controlling person or any such underwriter
may become subject, under the Act or otherwise, insofar as such losses,
claims, damages, expenses or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any such registration statement
or any preliminary prospectus or final prospectus constituting a part
thereof or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or
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<PAGE>
necessary to make the statements therein not misleading or arise out of or are
based upon any violation or alleged violation by the Company of the Act, the
Securities Exchange Act of 1934, as amended, any other applicable securities
law, or any rule or regulation thereunder relating to the offer or sale of the
Shares; and will reimburse the Distributing Holder and each such controlling
person and underwriter for any legal or other expenses reasonably incurred by
the Distributing Holder or such controlling person or underwriter in connection
with investigating or defending any such loss, claim, damage, expense, liability
or action; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage, expense or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus, or said amendment or supplement
in reliance upon and in conformity with written information furnished by such
Distributing Holder, for use in the preparation thereof.
(b) The Distributing Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, each person,
if any, who controls the Company (within the meaning of the Act) against any
losses, claims, damages, expenses, or liabilities, joint and several, to which
the Company or any such director, officer, or controlling
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<PAGE>
person may become subject, under the Act or otherwise, insofar as such
losses, claims, damages, expenses, or liabilities arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained
in said registration statement, said preliminary prospectus, said final
prospectus, or said amendment or supplement, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in said registration statement, said preliminary
prospectus, said final prospectus, or said amendment or supplement in
reliance upon and in conformity with written information furnished by such
Distributing Holder for use in the preparation thereof; and will reimburse
the Company or any such director, officer, or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, expense,
liability, or action.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party,
give the indemnifying party notice of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party under this
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<PAGE>
Section except to the extent that the indemnifying party is actually
prejudiced in its ability to defend such action.
(d) In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof, provided, however, that any indemnified party shall have
the right to employ separate counsel in any such action and to participate
in the defense thereof but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the employment thereof
at the indemnifying party's expense has been specifically authorized by the
indemnifying party in writing, (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available
to the indemnifying party and in the reasonable judgment of such counsel it
is advisable for such indemnified party to employ separate counsel or (iii)
the indemnifying party has failed to assume the defense of such
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<PAGE>
action and employ counsel reasonably satisfactory to the indemnified party,
in which case, if such indemnified party notifies the indemnifying party in
writing that it elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to
assume the defense of such action on behalf of such indemnified party, it
being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar
or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (plus separate local
counsel, if retained by the indemnified party) at any time for all such
indemnified parties.
(e) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is
a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement is for money damages only
and includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such
proceeding.
8. Agreement of the Consultant Concerning Voting. While the Consultant
holds any Shares, it agrees to vote such shares in the same manner and
proportion as the other shareholders of the Company (e.g., if a shareholder vote
on a
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<PAGE>
proposal is required, and, of the votes cast, 60% vote for and 40% vote against
the proposal, the Consultant's Shares will be voted 60% for and 40% against the
proposal).
9. Condition Precedent to Effectiveness of Agreement. Shareholder approval
of this Agreement in accordance with the requirements of applicable law
("Shareholder Approval") shall be a condition precedent to the effectiveness of
this Agreement and the issuance of the Shares. The Company shall seek
Shareholder Approval promptly following the execution of this Agreement.
10. Miscellaneous.
(a) Notices. Except as otherwise provided herein, all notices under
this Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered against receipt or if mailed by first class
registered or certified mail, return receipt requested, addressed to the
Company or to Consultant at their respective addresses set forth on the
first page of this Agreement, or to such other person or address as may be
designated by like notice hereunder. Any such notice shall be deemed to
have been given on the day delivered, if personally delivered, or on the
second day after the date of mailing if mailed.
(b) Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of an be enforceable by the parties hereto and their
respective heirs, legal representatives, successors and, in the case of the
Company, assigns, but no other person shall acquire or have any rights
under or by virtue of
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<PAGE>
this Agreement, and the obligations of Consultant under this Agreement may
not be assigned or delegated.
(c) Governing Law; Severability. This Agreement shall be governed by
and construed and enforced in accordance with the laws and decisions of the
State of New York applicable to contracts made and to be performed therein
without giving effect to the principles of conflict of laws.
(d) Entire Agreement; Modification; Waiver; Interpretation. This
Agreement contains the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations and oral understandings, if any. Neither this Agreement nor
any of its provisions may be modified, amended, waived, discharged or
terminated, in whole or in part, except in writing signed by the party to
be charged. No waiver of any such provision or any breach of or default
under this Agreement shall be deemed or shall constitute a waiver of any
other provision, breach or default. All pronouns and words used in this
Agreement shall be read in the appropriate number and gender, the
masculine,
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<PAGE>
feminine and neuter shall be interpreted interchangeably and the singular
shall include the plural and vice versa, as the circumstances may require.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
CONOLOG CORPORATION
By /s/ Robert S. Benou
-----------------------------
Robert S. Benou, President
THE NYBOR GROUP INC.
By /s/ Warren Schreiber
-----------------------------
Warren Schreiber, President
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