PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 26, 1999)
CONOLOG CORPORATION
3,057,143 Shares of Common Stock
This document supplements the Prospectus dated March 26, 1999
relating to:
o 1,057,143 shares of Common Stock issuable pursuant to the
Consulting Agreement; and
o 2,000,000 shares of Common Stock issuable upon conversion of
the Convertible Debentures which are issuable upon the
exercise of the option granted pursuant to the Option
Agreement.
This Prospectus Supplement is incorporated by reference into
the Prospectus, and all terms used herein shall have the meaning assigned to
them in the Prospectus. The Common Stock is traded under the symbol "CNLG" on
the Nasdaq SmallCap Market. On June 18, 1999, the closing price of the Common
Stock was $1.375.
In accordance with the section of the Prospectus titled
"Selling Stockholders and Plan of Distribution", the following information is
provided:
On May 5, 1999, the Option Agreement was amended and
restated to provide:
o for shareholder approval of the Option Agreement prior to
CLOG's option being exercisable its effectiveness; and
o that the voting power of any Conversion Shares of Clog will be
voted in the same proportion as the other shares.
Also on May 5, 1999, the Consulting Agreement was amended to
provide:
o for shareholder approval of the Consulting Agreement prior to
its effectiveness; and
o that the voting power of the Consulting Shares owned by Nybor
will be voted in the same proportion as the other shares.
On June 17, 1999, at the Conolog Corporation Annual Meeting of
Shareholders, the shareholders approved each of the Option Agreement and the
Consulting Agreement. In addition, the shareholders also approved an amendment
to the Certificate of Incorporation to change the par value of the Common Stock
from $1.00 par value per share to $.01 par value per share.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has determined
whether this prospectus is truthful or complete.
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The date of this Prospectus Supplement
is June 21, 1999.
