Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CONOLOG CORP.
(Exact name of registrant as specified in its charter)
Delaware 520853566
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification
Number)
5 Columbia Rd., Somerville, New Jersey 08876
(Address of Principal Executive Offices) (Zip Code)
2000/2001 Stock Option Plan
(Full Title of the Plans)
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, New York 10119/0165
(Name and address of agent for service)
(212) 594-5300
(Telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes
Effective.
Page 1 of 14 Pages
Exhibit Index Begins on Page II-2
(Facing Page Continued on the Following Page)
(Continuation of Facing Page)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
Common Shares, 300,000 $.5625(2) $168,750.00 $42.19
par value $.01 shares
per share
(1) Estimated solely for the purpose of calculating the
registration fee.
(2) Based upon the average of the high and low prices of the
Common Shares on the National Association of Securities
Dealers Automated Quotion System, Inc. on December 26, 2000
of $.5625 per share.
Pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers such
additional indeterminate number of shares as may become
issuable pursuant to anti-dilution and adjustment
provisions of any options to purchase shares registered
hereby.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File
No. 000-08174) pursuant to the Securities Exchange Act of 1934
are incorporated by reference into this Registration Statement.
(1) The Company's Quarterly Report on Form 10-QSB for the
quarter ended October 31, 2000.
(2) The Company's Annual Report on Form 10-KSB for the
fiscal year ended July 31, 2000.
(3) The description of the Company's Common Stock contained
in its Registration Statement on Form S-1 (Registration no. 333-
35489).
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all the securities offered have
been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation requires the
Company to indemnify its officers, directors and employees to the
fullest extent permitted by law, including full or partial
indemnification for any judgment, settlement or related expense.
In addition, advances of expenses to officers and directors are
permitted upon an undertaking by the person to be indemnified to
repay all such expenses if he or she is ultimately found not to
be entitled to indemnification. The indemnification provision in
the Company's Certificate of Incorporation applies to all actions
and proceedings including those brought by or in the right of the
Company. Directors and officers remain liable for acts and
omissions not in good faith or which involve intentional
misconduct and transactions from which such officer or director
derives improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
10 2000/2001 Stock Option Plan
23 Consent of Rosenberg Rich Baker Berman & Company.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement (i) to include any prospectus
required by section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(i)(ii) do not apply to information required to be
included in a post-effective amendment by those paragraphs
which are contained in periodic reports filed by the
undersigned Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(b) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Somerville, State of New Jersey, on this 27th day of
December, 2000.
CONOLOG CORP.
By: /s/ Robert S. Benou
Robert S. Benou
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated.
Date: December 27, 2000 /s/ Robert S. Benou
Robert S. Benou
President and Director
Date: December 27, 2000 /s/ Arpad J. Havasy
Arpad J. Havasy
Executive Vice President,
Secretary, Treasurer and Director
Date: December 27, 2000 /s/ Marc R. Benou
Marc R. Benou
Vice President, Assistant
Secretary and Director
Date: December 27, 2000 /s/ Louis S. Massad
Louis S. Massad
Director
Date: December 27, 2000 /s/ Edward J. Rielly
Edward J. Rielly
Director
Exhibit 10
2000/2001 STOCK OPTION PLAN
OF
CONOLOG CORPORATION
1. Purpose.
The purpose of this Conolog 2000/2001 Stock Option Plan (the "Plan") is to
reward directors, officers, key employees and consultants for their best
efforts on behalf of the Company, to induce such employees to remain in the
employ of the Company, to attract talented individuals to join the Company, to
motivate such employees to exert their best efforts on behalf of the Company,
and to encourage such employees to secure or increase their stock ownership in
the Company.
As used in the Plan, the term "incentive stock options" means options which
are intended to qualify as incentive stock options within the meaning of
section 422A of the Internal Revenue Code of 1986, as amended from time to
time (the "Code"), and which are designated as incentive stock options in the
Option Agreement. The term "nonqualified stock options" means options which
are not intended to qualify as incentive stock options, and which are
designated as nonqualified stock options in the Option Agreement.
2. Stock Subject to the Plan.
The stock to be issued upon exercise of options granted under the Plan shall
cconsist of authorized but unissued shares (or of reacquired shares) of the
Common Stock, $.01 par value, of the Company. The maximum number of shares for
which options may be granted under the plan is 300,000, subject to adjustments
as provided in Section 6.
If any options granted under the Plan expire or terminate for any reason
without having been exercised in full, the unpurchased shares shall become
available for further options pursuant to the Plan.
3. Eligibility of Optionees.
Options may be granted only to officers, key employees, directors or
consultants of the Company or any subsidiary (all references in this Plan
to officers, key employees, directors or consultants of the Company shall
also refer to and include officers, key employees, directors or consultants
of the Company or any subsidiary of the Company). For purposes of this Plan,
an individual shall be deemed to be a consultant if the individual performs
services for the Company in a capacity other than as employee or director.
More than one option may be granted to any optionee.
In no event shall an option be granted to any person who, at the time of grant,
owns stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary
corporations; provided, however, that this restriction shall not apply if at
the time of grant the option price is not less than 110% of the fair
market value of the stock subject to the option and such option is not
exercisable after the expiration of five (5) years from the date of grant.
4. Administration.
The Plan shall be administered by a Stock Option Committee of the Board of
Directors of the Company (the "Committee") which shall be composed of at least
two (2) members of the Board.
Subject to the express provisions of the Plan, the Committee shall have full
authority (a) to determine, in its discretion, the individuals to whom, and
the times at which, options shall be granted, whether the option granted
shall be an "incentive stock option" or a "nonqualified stock option", the
number of shares subject to each option, the price or prices at which such
shares may be purchased from the Company, and the provisions of the respective
option agreements (which need not be identical), including provisions
concerning the time or times, when, and the extent to which, the options may
be exercised, the conditions of exercise (including non-competition with the
Company after termination of employment) and the effect of approved leaves
of absence on continuity of service; (b) to prescribe, amend and rescind
rules and regulations relating to the Plan; (c) to interpret the Plan and
the respective option agreements; and (d) to make all other determinations
necessary or advisable for administering the Plan. All determinations and
interpretations by the Committee shall be binding and conclusive upon all
parties.
5. Terms and Conditions of Options.
Subject to the following provisions, all options granted under this Plan shall
be in such form and upon such terms and conditions as the Committee, in its
discretion, may from time to time determine:
(a) Option Price.
(1) Incentive Stock Options. The purchase price per share under each
Incentive Stock Option shall be determined by the Committee. In no event,
however, shall the price per share under each Incentive Stock Option be less
than 100% of the fair market value of the Common Stock on the date of grant.
The Committee may, at its discretion, provide that the fair market value shall
be the lowest fair market value on any day up to thirty days after the date of
grant. If within that period of up to thirty days the fair market value of
the Common Stock is less than the fair market value on the date of grant, then
the date in that period on which the fair market value is lowest will be
deemed to be the date of grant. In any case, the fair market value shall be
determined in the manner chosen by the Committee as permitted by the Code.
(2) Nonqualified Stock Options. The option price per share under each Option
granted under the Plan as a nonqualified option shall be determined and fixed
by the Committee in its discretion, but shall not be less than eighty-five
percent(85%) of the fair market value of such Shares on the date of grant of
such Option (determined as provided in subsection (a)(i) above.
(b) Term. Each option granted under the Plan shall terminate no later than
ten years after the date on which it was granted, but the Committee in its
discretion may prescribe a shorter period for any individual option or options.
(c) Offset Provisions. If the Committee so determines and the applicable
instrument or instruments evidencing the option so provide, the exercise of
all or any part of an option granted under this Plan may result in the
reduction or termination of another option granted under this Plan to
the extent so determined and provided.
(d) Exercise. An option shall be exercised by written notice of such
exercise, in the form prescribed by the Committee, to the Secretary or
Treasurer of the Company, at its principal office. The notice shall specify
the number of shares for which the option is being exercised (which number,
if less than all of the shares then subject to exercise, shall be 50 or a
multiple thereof) and shall be accompanied by payment in full of the purchase
price of such shares. No shares shall be delivered upon exercise of any
option until all laws, rules and regulations which the Board of Directors or
the Committee may deem applicable have been complied with. If a registration
statement under the Securities Act of 1933 is not then in effect with respect
to the shares issuable upon such exercise, it shall be a condition precedent
that the person exercising the option give to the Company a written
representation and undertaking, satisfactory in form and substance to the
Board of Directors or the Committee, that he is acquiring the shares for his
own account, for investment and not with a view to the distribution thereof.
(e) Payment. Payment for shares purchased upon exercise of an option shall be
made either in full or installments, as shall be determined by the Committee
and provided in the applicable instrument or instruments evidencing such
option. If payment is made in installments, the option holder shall be
required to make a down payment in cash of an amount equal to at least 20
percent of the total option price of the shares purchased and to deliver to
the Company his or her promissory installment note payable to the Company
for an amount equal to the difference between the total option price of the
shares then being purchased and the amount of such down payment. Such note
shall bear interest at such rate as the Committee shall determine of not less
than the applicable federal rate as defined in the Internal Revenue code of
1986, as amended, and must pledge the shares purchased as security. The
option holder shall pay the balance of the option price as provided in such
note and subject to such terms and conditions as may be provided in the
applicable instrument or instruments evidencing the option; in any event,
he or she shall make such payments as may be necessary to make the aggregate
payments on account of the total option price equal to:
(1) at least 40 percent of the total option price of the shares purchased by
the end of 18 months from the date of purchase,
(2) at least 60 percent of the total option price by the end of three years
from the date of purchase,
(3) at least 80 percent of the total option price by the end of four years
from the date of purchase and
(4) the entire amount of the total option price by the end of the five years
from the date of purchase.
Dividends on partly paid shares issued to such option holder (other than
dividends in stock of the Company) shall be declared and paid only upon the
basis of the percentage of the total option price actually received thereon
by the Company, and any such dividends paid prior to final payment for the
shares shall be applied by the Company against unpaid installments of the
promissory members evidencing the option holder's indebtedness for the option
price in the order of their maturity. Certificates for partly paid shares
shall be registered in the name of the option holder and shall, immediately
upon issue, be delivered to the Company, endorsed in blank by the option
holder or accompanied by a separate stock power so endorsed, in pledge as
security for the payment of the unpaid balance of the option price. The
certificates issued to represent partly paid shares shall state thereon the
total amount of the consideration to be paid therefor and the amount paid
thereon.
(f) The person exercising an option shall not be considered a record holder of
the stock so purchased for any purpose until the date on which he is actually
recorded as the holder of such stock upon the stock records of the Company.
(g) The Company shall pay all original issue and transfer taxes with respect
to the issue and transfer of shares of Common Stock of the Company pursuant
hereto and all other fees and expenses necessarily incurred by the Company in
connection therewith.
(h) The aggregate fair market value (determined as of the date an Incentive
Stock Option is granted) of the stock with respect to which an Incentive Stock
Option is exercisable for the first time by any employee during any calendar
year under all plans of the Company (and parent and subsidiary corporations)
shall not exceed $100,000.
(i) No holder of any option under the Plan shall, by virtue of holding such
option, be entitled to any rights of a stockholder in the Company.
(j) Termination of employment. Upon the termination of an option holder's
employment for any reason other than death, disability, termination for cause
or retirement pursuant to the terms of a retirement program of the Company,
his or her option privileges shall be limited to the shares which were
immediately purchasable by him at the date of such termination, and such
option privileges shall expire unless exercised within three months after the
date of such termination, but not later than the date of expiration of the
option. If an option holder's employment is terminated for cause, all rights
under his or her option shall expire immediately upon the giving to the option
holder of the notice of such termination. Upon the termination of an option
holder's employment by reason of retirement pursuant to the terms of a
retirement program of the Company, his or her option privileges shall be
limited to the shares which were immediately purchasable at the date of such
retirement, and such option privileges shall expire unless exercised within
the period, not to exceed two years, specified by the Committee in the
applicable instrument or instruments evidencing the option, but not later
than the date of expiration of the option.
(k) Death of option holder. Upon the death of an option holder, his or her
option privileges shall apply to those shares which were immediately
purchasable at the time of death and such privileges shall expire unless
exercised (by the executor or administrator of the option holder's estate or
by a person who acquired the right to exercise such option by bequest or
inheritance or by reason of the option holder's death) within (1) 12 months
after the date of death, or (2) in the event of death following termination of
employment by reason of retirement pursuant to the terms of a retirement
program of the Company, the period in which the option privileges may be
exercised upon termination by reason of such retirement as provided by the
Committee in the applicable instrument or instruments evidencing the option,
whichever period terminates last, or such longer period as may be permitted by
the Committee in a special case, but in no event later than the date of
expiration of the option.
6. Adjustments Upon Changes in Capitalization.
The option agreements shall contain such provisions as the Committee shall
determine to be appropriate for the adjustment of the kind and number of
shares subject to each outstanding option, or the option prices, or both,
in the event of any changes in the outstanding Common Stock of the Company by
reason of stock dividends, stock splits, recapitalization, reorganizations,
mergers, consolidations, sales or exchanges of assets, combinations or
exchange of shares, offering of subscription rights or any other type of
change. In the event of any such change in the outstanding Common Stock, the
kind and aggregate number of shares available under the Plan shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
7. Term of Plan.
The Board of Directors may terminate this Plan at any time. Termination of the
Plan will not affect rights and obligations theretofore granted and then in
effect. No options may be granted later than ten years form the date listed
on page one hereof as the date of the Plan's adoption by the Board of
Directors.
8. Transferability.
Options granted under this Plan shall provide that they will not be
transferable.
9. Amendment and Revocation.
The Board of Directors alone shall have the right to alter, amend or revoke
thePlan or any part thereof at any time and from time to time, provided,
however, that without the consent of the optionees, no change may be made in
any option theretofore granted which will impair the rights of existing
optionees; and provided further that the Board of Directors may not, without
the approval of the holders of a majority of the outstanding Common Stock,
make any alteration or amendment to the Plan which changes the aggregate
number of shares of Common Stock which may be issued, under the plan, extend
the term of the Plan or of options granted thereunder, reduce the option price
below that now provided for in the Plan, change the conditions or exercise of
options not provided for in the Plan, or change the employees or class of
employees eligible to receive options thereunder.
10. Ratification of the Plan.
This Plan shall be submitted to the stockholders of the Company for approval
at a meeting to be held within three months following its adoption by the
Board.
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-
8 of our report dated October 20, 2000, included in Conolog
Corporation's Annual Report on Form 10-KSB (File No. 000-08174)
previously filed with the Securities and Exchange Commission and to
all references to our Firm included in this Registration Statement.
ROSENBERG RICH BAKER
BERMAN & COMPANY
Bridgewater, New Jersey
December 27, 2000
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