UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Conolog Corp.
(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)
March 26, 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* 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
Robyn Schreiber - United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER
3,057,143
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
3,057,143
EACH REPORTING 9 SOLE DISPOSITIVE POWER
3,057,143
PERSON WITH 10 SHARED DISPOSITIVE POWER
3,057,143
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,057,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.9%
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
Corp., 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
4
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Schreiber are husband and wife.
(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.
5
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Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
On March 26, 1999, CLOG and Conolog entered into an option agreement,
dated as of December 22, 1998 (the "Option Agreement"), under which Conolog
granted CLOG an irrevocable option and right to immediately purchase up to
$2,000,000 of Conolog convertible debentures. The option terminates on October
26, 1999. The convertible debentures mature one year after the date of issuance.
The principal amount of the convertible debentures is immediately convertible
into shares of Common Stock of Conolog at a conversion price of $1.00 per share
(or an aggregate of 2,000,000 shares of Common Stock). On March 26, 1999, CLOG
exercised its option to the extent of purchasing $200,000 principal amount of
convertible debentures of Conolog. CLOG borrowed sums from two of its investors
to fund the purchase of the $200,000 convertible debentures. Each investor was
issued a promissory note in the principal amount of $100,000, payable on demand,
evidencing CLOG's obligation to repay the $200,000 loan.
Also on March 26, 1999, Nybor entered into a consulting agreement with
Conolog, dated as of December 22, 1998 (the "Consulting Agreement"), pursuant to
which Nybor was issued 1,057,143 shares of Common Stock of Conolog.
On March 26, 1999, Conolog filed a Registration Statement on Form S-3
covering (i) the shares of Common Stock issuable pursuant to the convertible
debentures and (ii) the shares of Common Stock obtained pursuant to the
Consulting Agreement.
The Reporting Persons acquired the shares of Common Stock of the Issuer
reported herein to obtain an equity position in Conolog.
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, convert the convertible debentures
into shares of Common Stock, 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 to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of
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Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons hold 3,057,143 shares of Common Stock
(including 200,000 shares of Common Stock issuable upon the exercise of a
currently convertible debenture and 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 48.9% of the total shares
of Common Stock outstanding as of March 8, 1999.
The percentage for the Reporting Persons was calculated using as the
denominator the sum of (i) the 200,000 shares of Common Stock issuable upon the
exercise of a currently convertible debenture and 1,800,000 shares of Common
Stock issuable upon the exercise of a currently exercisable option for the
purchase of immediately convertible debentures and (ii) the 4,248,997
outstanding shares of Common Stock as of March 8, 1999, based upon the Quarterly
Report on Form 10-Q filed by Conolog for the period ended January 31, 1999.
(b) See Item 6.
(c) The following is a summary of the open market sales of Common Stock
made by Warren Schreiber during the last sixty days:
- --------------------------------------------------------------------------------
Number of Shares Approximate
Date of Transaction Type of of Common Stock Price Per Share
Transaction
- --------------------------------------------------------------------------------
January 27, 1999 Sale 100 $1.88
- --------------------------------------------------------------------------------
February 12, 1999 Sale 3000 $1.44
- --------------------------------------------------------------------------------
February 12, 1999 Sale 2100 $1.63
- --------------------------------------------------------------------------------
February 12, 1999 Sale 2800 $1.56
- --------------------------------------------------------------------------------
February 12, 1999 Sale 2000 $1.44
- --------------------------------------------------------------------------------
February 17, 1999 Sale 3000 $1.38
- --------------------------------------------------------------------------------
February 17, 1999 Sale 5000 $1.25
- --------------------------------------------------------------------------------
February 17, 1999 Sale 3000 $1.25
- --------------------------------------------------------------------------------
February 17, 1999 Sale 2000 $1.38
- --------------------------------------------------------------------------------
February 17, 1999 Sale 2000 $1.38
- --------------------------------------------------------------------------------
March 15, 1999 Sale 500 $1.88
- --------------------------------------------------------------------------------
March 15, 1999 Sale 5000 $1.75
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- --------------------------------------------------------------------------------
March 16, 1999 Sale 4500 $2.25
- --------------------------------------------------------------------------------
March 17, 1999 Sale 5000 $2.25
- --------------------------------------------------------------------------------
March 17, 1999 Sale 5000 $2.25
- --------------------------------------------------------------------------------
March 17, 1999 Sale 5000 $2.25
- --------------------------------------------------------------------------------
Except as described in Item 4 hereof, during the past 60 days none of
the other Reporting Persons has effected any transactions in the shares of
Common Stock of the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Option Agreement and Consulting Agreement provide that
CLOG and Nybor shall vote any shares of Common Stock acquired pursuant to the
terms thereof as recommended by the President of Conolog, and also provide for
the grant of an irrevocable proxy in furtherance thereof.
Item 7. Material to be Filed as Exhibits.
(1) Agreement among the Reporting Persons.
(2) Option Agreement, dated as of December 22, 1998, between CLOG
and Conolog (the "Option Agreement").*
(3) Form of Convertible Debenture of Conolog, to be issued upon
the exercise of options under the Option Agreement.*
(4) Consulting Agreement, dated as of December 22, 1998, between
Nybor and Conolog.*
- --------------------
* Filed as an exhibit to Issuer's Registration Statement on Form S-3
(Registration No. 333-75141) and incorporated herein by reference.
8
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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: April 2, 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 Statement on Schedule 13D to
which this Agreement is attached is filed on behalf of each one of them.
Dated: April 2, 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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