UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 23, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 208254 40 9 Page 2 of 7 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
The Nybor Group, Inc.
I.R.S. Identification Number: 11-3095214
Warren Schreiber
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
The Nybor Group, Inc. - State of New York
Warren Schreiber - United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER
CLOG LLC - 0
The Nybor Group, Inc. - 0
Warren Schreiber - 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
CLOG LLC - 1,700,000
The Nybor Group, Inc. - 917,143
Warren Schreiber - 2,617,143
(represents amount owned by CLOG LLC
and The Nybor Group, Inc.)
EACH REPORTING 9 SOLE DISPOSITIVE POWER
CLOG LLC - 0
The Nybor Group, Inc. - 0
Warren Schreiber - 0
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PERSON WITH 10 SHARED DISPOSITIVE POWER
CLOG LLC - 1,700,000
The Nybor Group, Inc. - 917,143
Warren Schreiber - 2,617,143
(represents amount owned by CLOG LLC
and The Nybor Group, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLOG LLC - 1,700,000
The Nybor Group, Inc. - 917,143
Warren Schreiber - 2,617,143
(represents amount owned by CLOG LLC
and The Nybor Group, Inc.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CLOG LLC - 22.9%
The Nybor Group, Inc. - 12.4%
Warren Schreiber - 35.3% (represents
amount owned by CLOG LLC and The
Nybor Group, Inc.)
14 TYPE OF REPORTING PERSON*
CLOG LLC - CO
The Nybor Group, Inc. - CO
Warren Schreiber - IN
3
<PAGE>
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.
On July 23, 1999, CLOG LLC ("CLOG") exercised its option to purchase
$100,000 principal amount of convertible debentures of Conolog, as described in
Amendment No. 2. CLOG used working capital to fund the purchase. On the same
date, CLOG exercised its option to convert the $100,000 principal amount of
debentures into 100,000 shares of Common Stock of Conolog and sold such 100,000
shares of Common Stock on the same date in the open market at a price of
approximately $1.25 per share.
The following is a summary of sales of Common Stock made by The Nybor
Group, Inc. ("Nybor") since July 8, 1999:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Number of Shares Approximate Price
Date of Sale Type of Sale of Common Stock Per Share
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
July 22, 1999 Open Market 20,000 $1.27
- ----------------------------------------------------------------------------------------------------------------------------
July 26, 1999 Open Market 20,000 $1.25
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
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
4
<PAGE>
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 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 2,617,143 shares of Common Stock in the
aggregate (including 1,700,000 shares of Common Stock issuable upon the exercise
of a currently exercisable option for the purchase of immediately convertible
debentures), which represent 35.3% of the total shares of Common Stock
outstanding as of June 8, 1999. Of such shares of Common Stock, CLOG has shared
voting and dispositive power with respect to 1,700,000 shares of Common Stock,
Nybor has shared voting and dispositive power with respect to 917,143 shares of
Common Stock and Mr. Schreiber, as controlling member of CLOG and President of
Nybor, has voting and dispositive power with respect to all of the shares of
Common Stock beneficially owned by the Reporting Persons.
The percentage for the Reporting Persons was calculated using as the
denominator the sum of (i) the 1,700,000 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 100,000 shares of Common Stock issued effective July
23, 1999 upon conversion of the convertible debentures, as described in Item 4,
(iv) 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 (v) 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.
5
<PAGE>
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: August 4, 1999
CLOG LLC
By:\s\ Warren Schrieber
----------------------------
Warren Schreiber, Member
\s\ Warren Schreiber
--------------------
Warren Schreiber
THE NYBOR GROUP, INC.
By:\s\ Warren Schreiber
----------------------------
Warren Schreiber, President
<PAGE>
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: August 4, 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
<PAGE>
