UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
September 9, 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 8 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 - 1,500,000
The Nybor Group, Inc. - 867,143
Warren Schreiber - 2,367,143
(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 - 1,500,000
The Nybor Group, Inc. - 867,143
Warren Schreiber - 2,367,143
(represents amount owned by CLOG LLC
and The Nybor Group, Inc.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLOG LLC - 1,500,000
The Nybor Group, Inc. - 867,143
Warren Schreiber - 2,367,143
(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 - 20.2%
The Nybor Group, Inc. - 14.7%
Warren Schreiber - 31.9% (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
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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.
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 September 8, 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
37,000 of such shares of Common Stock on the same date in the open market at a
price of approximately $1.22 per share. On September 9, 1999, CLOG sold the
remaining 63,000 shares of Common Stock obtained from the September 8 conversion
in the open market at a price of approximately $1.12 per share.
On September 10, 1999, CLOG exercised its option to purchase an
additional $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 $1.07 per share.
Also on September 10, 1999, The Nybor Group, Inc. ("Nybor") sold
50,000 shares of Common Stock in the open market at a price of approximately
$1.06 per share.
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.
4
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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 2,367,143 shares of Common Stock in the
aggregate (including 1,500,000 shares of Common Stock issuable upon the exercise
of a currently exercisable option held by CLOG for the purchase of immediately
convertible debentures), which represent 31.9% 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 1,500,000 shares of Common
Stock, Nybor has shared voting and dispositive power with respect to 867,143
shares of Common Stock and Mr. Schreiber, as controlling member of CLOG and
President of Nybor, has shared 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 in the aggregate and for CLOG
individually was calculated using as the denominator the sum of (i) the
1,500,000 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 Amendment No. 4 to the
Reporting Persons' Schedule 13D filed with the Securities and Exchange
Commission on August 6, 1999, (iv) the 100,000 shares of Common Stock issued
effective September 8, 1999 upon the conversion of the convertible debentures,
as described in Item 4 hereof, (v) the 100,000 shares of Common Stock issued
effective September 10, 1999 upon the conversion of the convertible debentures,
as described in Item 4 hereof, (vi) 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 (vii) 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. The percentage for Nybor
does not include in the denominator the number of shares contained in (i) above.
(b) See Item 6.
(c) See Item 4.
5
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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.
6
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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: September 15, 1999
CLOG LLC
By:/s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schrieber
------------------------
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: September 15, 1999
CLOG LLC
By:/s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schrieber
------------------------
Warren Schreiber
THE NYBOR GROUP, INC.
By:/s/ Warren Schreiber
-----------------------
Warren Schreiber, President
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