UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
June 18, 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
2,847,143
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
2,847,143
EACH REPORTING 9 SOLE DISPOSITIVE POWER
2,847,143
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,847,143
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,143
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.4%
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.
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")
(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
(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 sole
shareholder of Nybor. Warren Schreiber is the President and sole director of
Nybor. Warren Schreiber and Robyn Schreiber are husband and wife. Warren
Schreiber has sole voting and dispositive power with respect to the shares of
Nybor.
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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.
5
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Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
On June 17, 1999, the shareholders of Conolog approved the Amended and
Restated Option Agreement between CLOG and Conolog, dated May 5, 1999 (the
"Restated Option Agreement"), pursuant to which Conolog granted CLOG an
irrevocable option and right to purchase up to $2,000,000 of Conolog convertible
debentures subject to such shareholder approval. The Restated Option Agreement
provides that the option shall terminate on December 31, 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 June 18, 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. On June 23, 1999, CLOG exercised its
option to convert the $200,000 principal amount of debentures into 200,000
shares of Common Stock of Conolog.
Also on June 17, 1999, the shareholders of Conolog approved the Amended and
Restated Consulting Agreement between Nybor and Conolog, dated May 5, 1999 (the
"Restated Consulting Agreement"), which provided for the issuance to Nybor of
1,057,143 shares of Common Stock of Conolog subject to such shareholder
approval. On June 18, 1999, such shares were issued to Nybor.
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. Such registration statement was declared effective by the
Securities and Exchange Commission.
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.
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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 Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons hold 2,847,143 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 38.4% 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, (iii) the 1,057,143
shares of Common Stock issued effective June 18, 1999 pursuant to the Restated
Consulting Agreement 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) CLOG converted $200,000 of convertible debentures on June 23, 1999, and
sold the 200,000 shares of Common Stock resulting from the conversion on the
same date in the open market at a price of $1.25 per share.
Also on June 23, 1999, Nybor sold 10,000 shares of Common Stock on the open
market at a price of $1.25 per share.
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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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: June 25, 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: June 25, 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
9
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