As filed with the Securities and Exchange Commission on March 7, 2000
Registration No. 333-35489
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST EFFECTIVE AMENDMENT NO. 1
to FORM S-1 (on FORM S-3) REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Conolog Corporation
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(Name of issuer in its charter)
Delaware 3679 52-0853566
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(State or other juris- (Primary Standard Industrial (I.R.S. Employer
diction of organization) Classification Code No.) Identification No.)
5 Columbia Road
Somerville, NJ 08876
(908) 722-8081
(Address and telephone number of principal executive offices)
Robert S. Benou, President
Conolog Corporation
5 Columbia Road
Somerville, NJ 08876
(908) 722-8081
(Name, address and telephone number of agent for service)
Copies to:
Arnold N. Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach LLP
One Pennsylvania Plaza
New York, NY 10119
(212) 594-5300
(212) 868-1229 (Fax)
<PAGE>
Approximate date of proposed sale to the public: As soon as reasonably
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis, pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Amount to Offering Aggregate Amount of
Class of Securities to be Price per Offering Registration
be Registered Registered Security Price Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share,
issuable upon exercise
of Class A Warrants 5,236,950 $ 6.00 $31,421,700 $8,295.33
- -------------------------------------------------------------------------------------------------------------------------
1995 Representatives
Unit Purchase Option 20,500 $12.00 $ 246,000 $ 64.94
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Common Stock, $.01
par value per share,
issuable upon exercise -- -- --
of 1995 Representatives
Unit Purchase Option 41,000
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Class A Warrants
issuable upon exercise
of 1995 Representatives -- -- --
Unit Purchase Option 20,500
=========================================================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Amount to Offering Aggregate Amount of
Class of Securities to be Price per Offering Registration
be Registered Registered Security Price Fee
=========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock $.01 par
value underlying Class
A Warrants issuable
upon exercise of 1995
Representative's Unit
Purchase Option 20,500 $ 6.00 $ 123,000 $ 32.47
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1998 Representatives
Unit Purchase Option 70,000 $ 8.00 $ 560,000 $ 147.84
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Common Stock, $.01
par value, issuable upon
exercise of 1998
Representatives Unit
Purchase Option 70,000 -- -- --
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Class A Warrants
issuable upon exercise
of 1998 Representatives
Unit Purchase Option 280,000 -- -- --
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Common Stock, $.01
par value, underlying
Class A Warrants
issuable upon exercise
of 1998 Representative's
Unit Purchase Option 280,000 $ 9.60 $ 2,688,000 $ 709.63
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Class A Warrants to be
sold by selling
stockholders 265,500 $1.5625(1) $ 414,844(1) $ 109.52
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Common Stock, $.01
par value to be sold by
selling stockholders 367,750 $ 7.00(1) $ 2,574,250(1) $ 679.60
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Total Registration and
Fee 6,952,700 $38,027,794 $10,039.34(2)
=========================================================================================================================
</TABLE>
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(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 under the Securities Act of 1933 as amended, based upon the
closing prices of the warrants and shares on March 3, 2000.
<PAGE>
(2) $3,602.93 was paid on May 17, 1995 and $9,932.82 was paid on September 12,
1997, therefore, no further fee is required.
Pursuant to Rule 429 of the Securities Act, as amended, this Registration
Statement also relates to File No. 33-92424 insofar as it pertains to 276,750
common shares issuable upon exercise of warrants and representative's unit
purchase options, 20,500 warrants issuable upon exercise of representative's
unit purchase options and 20,500 representative's unit purchase options issued
in connection with the Registrant's public offering.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Prospectus
Conolog Corporation
5,604,700 Shares of Common Stock
265,500 Class A Warrants
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The Company:
o Conolog Corporation is an
engineering company. We provide
short- and long-term engineering
and technical staff, through our
Atlas Design subsidiary. We also
design and manufacture small
electronic components for military
and commercial applications.
o Conolog Corporation
5 Columbia Road
Somerville, NJ 08876
(908) 722-8081
The Offering:
o 5,236,950 shares of our common
stock may be offered and sold by
Conolog Corporation upon
exercise of publicly traded
class A warrants.
o We will receive $6.00 for each
publicly traded class A warrant
that is exercised.
o 367,750 shares of our common
stock and 265,500 class A warrants
may be offered and sold from time
to time by holders of
representative's unit purchase
options. The section entitled
"Selling Stockholders" sets forth
information concerning holders of
these options.
o 20,500 units issued by us to the
representatives of our 1995 offering. Each
unit consists of two shares of our common
stock and one class A warrant and is
exercisable at a price of $12.00 per unit. This
prospectus also relates to the 41,000 shares of
common stock, the 20,500 class A warrants
underlying the units, and the 20,500 shares of
common stock issuable upon exercise of the
class A warrants at a price of $6.00 per share.
o 70,000 units issued by us to the
representatives of our 1998 offering. Each
unit consists of one share of our common
stock and four class A warrants and is
exercisable at a price of $8.00 per unit. This
prospectus also relates to the 70,000 shares of
common stock underlying the units, the
280,000 class A warrants underlying the units
and the 280,000 shares of common stock
issuable upon exercise of the class A warrants
at a purchase price of $9.60 per share.
The market for our securities:
o Conolog common stock and warrants are listed
on the Nasdaq SmallCap Market under the
symbols CNLG and CNLGW.
o On March 3, 2000, the closing prices for the
common stock and the warrants were $7.00
and $1.5625, respectively.
<PAGE>
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You should consider carefully the risk factors beginning on page 4 of this
Prospectus before purchasing any of the common stock or warrants offered hereby.
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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus is March 7, 2000.
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<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES
AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
TABLE OF CONTENTS
PAGE
----
Risk Factors.................................................................4
Recent Developments..........................................................7
Use of Proceeds..............................................................8
Selling Stockholders.........................................................8
Plan of Distribution.........................................................9
Legal Matters...............................................................11
Experts.....................................................................11
Available Information.......................................................11
Incorporation of Certain Documents by Reference.............................12
Disclosure of SEC Position on
Indemnification for Securities Act Liabilities............................13
- 3 -
<PAGE>
RISK FACTORS
We have a history of operating losses and we cannot assure that we will ever
become profitable.
Our continued existence is dependent upon us successfully expanding our
business and maintaining profitable operations. We reported losses of $71,350
for the six months ended January 31, 1999, and losses of $1,042,919 and
$1,765,390 for the years ended July 31, 1999 and 1998, respectively. As of
January 31, 2000, our accumulated deficit was $9,820,266.
We only began our placement services business in September 1998, so our
experience in this field is limited.
We only entered the placement services business in September 1998 when we
acquired the operating assets of Atlas Design. None of our officers had any
prior experience in that business. We cannot assure you that we will be
successful in operating that business.
Our placement services business is a substantial burden on our limited cash.
On January 31, 2000, we had approximately $941,000 in cash. We pay the
personnel we place on a weekly basis. However, our customers are invoiced when
we pay the employees and typically take 30 days or more to pay their bills. As
our placement services business expands, this has created a cash flow problem
for us. We may not have sufficient capital to allow us to support the placement
services business.
We have many competitors and we may not be able to compete effectively against
them. This could adversely affect our revenues and market share.
The placement services industry is intensely competitive and highly
fragmented, with few barriers to entry by potential competitors at the local
level. We compete for both clients and qualified personnel with other firms
offering such placement services. The majority of our competitors are
significantly larger than we are and have greater marketing and financial
resources than we do. Many clients use more than one placement services company
and it is common for a client to use several placement services companies at the
same time. We also face the risk that our clients may decide to provide similar
services internally or use independent contractors.
The market for our manufactured products is also very competitive. We are
an insignificant factor in the industry. There are several companies which
manufacture products of the type we produce, most of which are substantially
larger and have substantially greater name recognition, financial resources and
personnel. Competition is expected to continue and intensify.
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<PAGE>
Significant technological changes could render our existing products obsolete.
The market for our manufactured products is characterized by rapid
technological changes and advances. Our failure to introduce new products in a
timely or cost effective manner or our failure to improve our existing products
or remain price competitive, would materially adversely affect our operating
results.
Because we depend on a few large customers, there is a risk that our revenues
could decline sharply.
Our new placement services business currently has fewer than 20 customers.
Most of the sales of our manufactured products are also to a few major
customers. Our dependence on major customers subjects us to significant
financial risks in the operation of our business if a major customer were to
terminate, for any reason, its business relationship with us.
Because we are geographically concentrated, an economic downturn in the New York
City area would adversely affect our revenues.
A majority of our revenues derived from placement services are generated
within the New York City metropolitan area. An economic downturn in that area
could have a material adverse effect on our results of operations or financial
condition. During such downturns, the use of temporary and contract employees
usually is curtailed, the recruitment of permanent employees is reduced and we
may face increased competitive pricing pressures. As economic activity
increases, temporary and contract employees often are added to the workforce
before permanent employees are hired. During periods of increased economic
activity and generally higher levels of employment, the competition among
placement services firms for qualified personnel becomes even greater. During
these periods we may not be able to recruit the personnel necessary to fill our
clients' needs.
Because competition for qualified personnel is intense, we may not be able to
attract individuals with the technical skills we need.
Because of the technical nature of our business, we are dependent upon our
ability to attract and retain technologically qualified personnel. Competition
for individuals with proven professional or technical skills is intense, and
demand for such individuals is expected to remain very strong for the
foreseeable future. We may not be successful in attracting qualified personnel.
We may make acquisitions that are not successful.
We are seeking to expand into new markets and may do so by acquiring
businesses, which may or may not be related to our existing businesses. We have
very limited experience in these activities. Consequently, our strategy of
making acquisitions is subject to the following risks:
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<PAGE>
o We may not be able to identify suitable acquisition candidates.
o Even if we do identify suitable candidates, we may not be able to make
acquisitions on terms which prove successful.
o Acquisitions may cause a disruption in our ongoing business, distract
our management and drain our other resources.
o We may not be able to retain key employees of the acquired companies or
maintain good relations with its customers or suppliers.
Our minimal staff may have difficulty managing our operations.
We only employ about 20 people on a full time basis. Approximately half of
our full time employees are involved in production. Our success is dependent
upon the services of our current management, particularly Robert S. Benou, our
President. Mr. Benou has entered into an employment agreement with us under
which he will be employed through May 31, 2002. However, if the employment of
Mr. Benou terminates, or he is unable to perform his duties, we may be
materially and adversely affected.
We cannot assure you that our component manufacturers will continue to provide
us with the parts we need or that we could replace them on comparable terms, or
at all.
We are dependent on outside suppliers for all of the subcomponent parts
and raw materials we need to manufacture our products. A shortage, delay in
delivery, or lack of availability of a part could lead to manufacturing delays,
which could reduce sales. We also purchase some custom parts, primarily printed
circuit boards. The failure of a supplier of one of these customized components
could cause a lengthy delay in production, resulting in a loss of revenues.
We may not be able to remain on Nasdaq, which may make it more difficult to
dispose of our stock.
Our common stock and class A warrants are currently listed on the Nasdaq
SmallCap Market. For continued listing on Nasdaq, a company, among other things,
must have $2,000,000 in net tangible assets, 500,000 shares in the public float,
$1,000,000 in market value of public float and a minimum bid price of $1.00 per
share. On occasion, our shares have traded below this price. If we are unable to
satisfy the requirements for continued quotation on Nasdaq, trading, if any, in
our common stock would be conducted in the over-the-counter market in what are
commonly referred to as the "pink sheets" or on the NASD OTC Electronic Bulletin
Board. As a result, you may find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, our common stock.
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<PAGE>
If we were delisted from the Nasdaq SmallCap market, you may find it more
difficult to trade our common stock due to "penny stock" rules.
In the event that our shares are delisted, we anticipate that they will
continue to be traded on the Electronic Bulletin Board. In that event, trading
in our shares would be covered by "penny stock" rules promulgated for non-Nasdaq
and non-exchange listed securities. Under these rules, any broker/dealer who
recommends our shares to persons other than prior customers and investors
meeting certain financial requirements, must, prior to sale, make a special
written suitability determination for the purchaser and receive the purchaser's
written agreement to a transaction. Securities are exempt from these rules if
the market price is at least $5.00 per share.
The SEC has adopted regulations that generally define a penny stock to be
an equity security that has a market price of less than $5.00 per share, subject
to certain exceptions. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market.
If our shares become subject to the regulations on penny stocks, the price
and ability to sell our shares would be severely affected because the shares
could only be sold in compliance with the penny stock rules. We cannot be sure
that our securities will not be subject to the penny stock regulations or other
regulations that would negatively affect the market for our securities.
RECENT DEVELOPMENTS
In November 1999, we issued options to purchase 70,000 shares to officers
and key employees at an exercise price of $.625 per share, the fair market value
on the date of grant.
In December 1999, Conolog and The Nybor Group agreed to a reduction in the
fee to Nybor under the Consulting Agreement. The reduction amounted to the
return by Nybor of 757,143 shares of Conolog common stock.
In February 2000, we formed a software graphics division which will
provide services related to our INIVEN brand of digital signal processing
systems and will expand our personnel outsourcing division.
Also in February 2000, Clog LLC exercised its option to purchase
$1,100,000 of convertible debentures from us and converted the debentures into
common stock.
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<PAGE>
USE OF PROCEEDS
If all the warrants and representative's unit purchase options were
exercised in full, we would receive approximately $35 million in net proceeds.
Because we do not know if any of these warrants and options will be exercised,
we do not currently have any specific plan for the proceeds. Pending the use of
the proceeds, if any, the net proceeds will be invested in short-term,
investment grade instruments, certificates of deposit or direct or guaranteed
obligations of the United States. All of the net proceeds from the sale of
shares of common stock and warrants by the selling stockholders will go to them.
SELLING STOCKHOLDERS
The following table sets forth certain information, as of March 6, 2000,
with respect to the number of shares of common stock owned, or to be owned upon
the exercise of options or warrants, by the selling stockholders named below and
as adjusted to give effect to the sale of shares offered. This information was
provided by the respective selling stockholders named below. The shares are
being registered to permit public secondary trading of the shares, and the
selling stockholders may offer the shares for sale from time to time.
One of the selling stockholders, Isaac A. Rabinowitz, owns
representative's unit purchase options which were acquired from Conolog in
connection with its public offerings in 1995 as compensation securities. Each
unit purchase option entitles the holder to acquire two shares of common stock
and one class A warrant. The unit purchase options are exercisable at a price of
$12.00 per unit and the class A warrant underlying the unit purchase option
entitles the holder to purchase one share of common stock at a price of $6.00
per share.
Each of the other selling stockholders owns representative's unit purchase
options which were acquired from Conolog in connection with its public offerings
in 1998 as compensation securities. Each unit purchase option entitles the
holder to acquire one share of common stock and four class A warrants. The unit
purchase options are exercisable at a price of $8.00 per unit and each of the
class A warrants underlying the unit purchase option entitles the holder to
purchase one share of common stock at a price of $9.60 per share.
At no time did Conolog have, nor does Conolog currently have, any
agreement or understanding, directly or indirectly, with any selling stockholder
to distribute the shares underlying the warrants. To the best of Conolog's
knowledge, none of the selling stockholders had or currently has any agreement
or understanding, directly or indirectly, with any person to distribute the
shares underlying the warrants.
None of the selling stockholders is an affiliate of Conolog.
Conolog has filed with the SEC, under the Securities Act, a registration
statement on Form S-3 of which this prospectus forms a part, with respect to the
resale of the securities from time to time on the Nasdaq SmallCap Market or in
privately-negotiated transactions.
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<PAGE>
In addition to the shares offered by Conolog, the shares offered by this
prospectus may be offered from time to time by the selling stockholders named
below. Each selling stockholder is either a registered broker-dealer or an
affiliate of a registered broker-dealer.
<TABLE>
<CAPTION>
Number of Number of Number of
Class A Shares Shares and
Warrants Beneficially Warrants
Beneficially Owned Prior Beneficially
Name of Address of Owned Prior to to the Owned After
Selling Stockholder Selling Stockholder the Offering Offering the Offering
- --------------------------- --------------------------------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Lorette D. Farris 3541 Daniel Crescent 35,000 43,750 0
Baldwin, NY 11510
Jacqueline M. Goode 444 Storm Street 35,000 43,750 0
Oceanside, NY 11572
IAR Securities Corp. 99 Wall Street 70,000 87,500 0
Control Person: New York, NY 10005
Edwin Sita, President
Dean Kajouras 218 Carmita Avenue 35,000 43,750 0
Rutherford, NJ 07070
Edward McCune 9148 Southern Breeze Drive 70,000 87,500 0
Orlando, FL 32836
Isaac A. Rabinowitz 45 Highview Road 20,500 61,500 0
Monsey, NY 10952
TOTAL: 265,500 367,750 0
</TABLE>
PLAN OF DISTRIBUTION
We will issue shares of our common stock upon exercise of the publicly
traded warrants. Each warrant is exercisable at $6.00 per share. To the extent
not inconsistent with the guidelines of the NASD and the rules and regulations
of the SEC, we have agreed to pay the representatives of our 1995 and 1998
offerings a warrant solicitation fee equal to 4% of the exercise price for each
warrant exercised if the exercise was solicited by the representatives. In
addition to soliciting, either orally or in writing, the exercise of the
warrants, such services may also include disseminating information, either
orally or in writing, to warrantholders about us or the market for our
securities, and assisting in the processing of the exercise of warrants. No
compensation will be paid to the representatives in connection with the exercise
of the warrant if the market price of the underlying shares of our common stock
is lower than the exercise price, the warrants are held in a discretionary
account, the warrants are exercised in an unsolicited transaction or the
warrantholder has not confirmed in writing that the representatives solicited
such exercise. In addition, unless granted an exemption by the SEC from
regulation M under the Exchange Act, while it is soliciting exercise of the
warrants, the representatives will be prohibited from engaging in any market
activities or solicited brokerage
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<PAGE>
activities with regard to our securities unless the representatives have waived
their rights to receive a fee for the exercise of the warrants.
In addition, we will issue 41,000 shares of our common stock and 20,500
class A warrants to the representatives of our 1995 offering upon exercise of
the 1995 representative's unit purchase options. These are exercisable at a
price of $12.00 per unit. Upon the exercise of the class A warrants by the 1995
representatives, we will issue 20,500 shares of our common stock at an exercise
price of $6.00 per share.
We will also issue 70,000 shares of our common stock and 280,000 class A
warrants to the representatives of our 1998 offering upon exercise of the 1998
representative's unit purchase option. These are exercisable at a price of $8.00
per unit. Upon the exercise of the class A warrants by the 1998 representatives,
we will issue 280,000 shares of our common stock at an exercise price of $9.60
per share.
The selling stockholders, including any distributees, donees or pledgees
who receive shares from a selling stockholder, may offer their shares of common
stock and class A warrants at various time in one or more of the following
transactions (which may involve block transactions, ordinary brokerage
transactions and transactions in which brokers solicit purchases):
o on the Nasdaq SmallCap Market where our common stock and class A
warrants are listed;
o in the over-the-counter market;
o in negotiated transactions or otherwise, including an underwritten
offering;
o in connection with short sales of the shares of common stock;
o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options, if permitted under the
securities laws; or
o in a combination of any of the above transactions.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may sell their shares directly to purchasers or
may use broker-dealers to sell their shares. Broker-dealers who sell the shares
may receive compensation in the form of discounts, concessions, or commissions
from the selling stockholders or they may
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<PAGE>
receive compensation from purchasers of the shares for whom they acted as agents
or to whom they sold the shares as principal, or both. The compensation as to a
particular broker-dealer might be in excess of customary commissions.
Conolog will pay all fees and expenses incurred in connection with
preparing and filing this prospectus and the registration statement. The selling
stockholders will pay any brokerage commissions and similar selling expenses, if
any, attributable in connection with the sale of the shares of common stock
including stock transfer taxes due or payable in connection with the sale of the
shares.
Conolog will indemnify the selling stockholders and any person deemed to
be an underwriter acting on behalf of a selling stockholder against certain
liabilities, including liabilities under the Securities Act of 1933. The selling
stockholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
The validity of the shares of common stock and the class A warrants
offered hereby have been passed upon for the Company by Milberg Weiss Bershad
Hynes & Lerach LLP.
EXPERTS
The financial statements of Conolog for each of the three years in the
period ended July 31, 1999, incorporated by reference in this prospectus, have
been audited and reported upon by Rosenberg Rich Baker Berman & Company,
independent accountants. Such financial statements have been incorporated by
reference in this prospectus in reliance upon the report of Rosenberg Rich Baker
Berman & Company, incorporated by reference herein, and upon the authority of
such firm as experts in accounting and auditing. To the extent that Rosenberg
Rich Baker Berman & Company audits and reports on the financial statements of
Conolog issued at future dates and consents to the use of their report thereon,
such financial statements also will be incorporated by reference in this
prospectus in reliance upon their report and said authority.
AVAILABLE INFORMATION
Conolog is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports, proxy
statements and other information with the SEC. The public may read and copy any
materials we file with the SEC at the SEC's Public Reference Room at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers, such as
Conolog, that file electronically with the SEC. The address of the site is
http://www.sec.gov.
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<PAGE>
Conolog has filed with the SEC a registration statement under the
Securities Act. This prospectus does not contain all of the information,
exhibits and undertakings set forth in the registration statement, certain
portions of which are omitted as permitted by the rules and regulations of the
SEC. Copies of the registration statement and the exhibits are on file with the
SEC and may be obtained, upon payment of the fee prescribed by the SEC, or may
be examined, without charge, at the offices of the SEC set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Conolog with the SEC (File No. 0-8174)
are incorporated by reference in this prospectus:
(1) annual report on Form 10-K for the year ended July 31, 1999.
(2) quarterly report on Form 10-Q for the quarter ended October 31, 1999.
(3) quarterly report on Form 10-Q for the quarter ended January 31, 2000.
(4) the description of Conolog's common stock contained in its Registration
Statement on Form S-1 (No. 333-35489), including any amendments or
reports filed for the purpose of updating such description.
All documents filed by Conolog pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering hereunder shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document all or any
portion of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded
to constitute a part of this prospectus.
Conolog will provide, without charge, to each person (including any
beneficial owner) to whom this prospectus is delivered, upon written or oral
request, a copy of any or all of the foregoing documents (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the information that this prospectus incorporates). Requests should be
directed to Conolog Corporation, 5 Columbia Road, Somerville, New Jersey 08876,
telephone (908) 722-8081.
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<PAGE>
DISCLOSURE OF SEC POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Article Eighth of Conolog's Certificate of Incorporation provides that the
Company shall, to the full extent permitted by Section 145 of the Delaware
General Corporation Law, as amended from time to time, indemnify all persons
whom it may indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if such party acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful as
determined in accordance with the statute, and except that with respect to any
action which results in a judgment against the person and in favor of the
corporation the corporation may not indemnify unless a court determines that the
person is fairly and reasonably entitled to the indemnification.
Section 145 further provides that indemnification shall be provided if the
party in question is successful on the merits.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the Securities Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, Conolog has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by Conolog of expenses incurred or paid by a
director, officer or controlling person in connection with the securities being
registered) Conolog 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with this offering are as follows:
SEC filing fee................................................... $ -0-
Nasdaq filing fee................................................ $ 17,500
Printing and engraving*.......................................... $ 5,000
Transfer Agent Fees*............................................. $ 5,000
Legal fees and expenses*......................................... $ 40,000
Accounting fees and expenses*.................................... $ 20,000
Blue Sky fees and expenses*...................................... $ 5,000
Miscellaneous expenses*.......................................... $ 7,500
Total............................................... $100,000
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* Indicates expenses that have been estimated for the purpose of filing.
Item 15. Indemnification of Officers and Directors
The Company's Certificate of Incorporation requires Conolog 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 Conolog's Certificate of Incorporation applies
to all actions and proceedings including those brought by or in the right of
Conolog. 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.
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<PAGE>
Item 16. Exhibits
Exhibit
Number Description
- ------- -----------
3. (a) Certificate of Incorporation.(1)
(b) Certificate of Amendment of Certificate of Incorporation.(1)
(c) Certificate of Amendment of Certificate of Incorporation.(2)
(d) Certificate of Ownership and Merger with respect to the merger of Data
Sciences (Maryland) into the Registrant and the change of Registrant's
name from "Data Sciences Incorporated" to "DSI Systems, Inc." (1)
(e) Certificate of the Designation, Preferences and Relative,
Participating, Option or Other Special Rights and Qualifications,
Limitations or Restrictions thereof the Series A Preferred Stock (par
value $.50) of DSI Systems, Inc.(1)
(f) Certificate of the Designation, Preferences and Relative,
Participating, Option or Other Special Rights and Qualifications,
Limitations or Restrictions thereof the Series B Preferred Stock (par
value $.50) of DSI Systems, Inc.(3)
(g) Certificate of Ownership and Merger respecting merger of Conolog
Corporation into the Registrant and the changing of the Registrant's
name from "DSI Systems, Inc." to "Conolog Corporation."(4)
(h) Amended By-Laws.(5)
(i) Certificate of Amendment of Certificate of Incorporation filed August
17, 1995.(6)
(j) Certificate of Amendment of Certificate of Incorporation filed November
19, 1997.(6)
4. (a) Specimen certificate for shares of common stock.(7)
(b) Specimen Certificate for class A warrants.(7)
(c) Warrant Agreement between Conolog Corporation and Continental Stock
Transfer & Trust Co.(7)
(d) Form of Amended and Restated Warrant Agreement between Conolog
Corporation and Continental Stock Transfer & Trust Co.(8)
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<PAGE>
(e) Form of Representative's Unit Purchase Option.(9)
5 Opinion of Milberg Weiss Bershad Hynes & Lerach LLP.*
23 (a) Consent of Rosenberg Rich Baker Berman & Company.*
(b) Consent of Milberg Weiss Bershad Hynes & Lerach LLP, contained in its
opinion under Exhibit 5.
24 Power of Attorney is contained in the signature section of this
registration statement.
- ----------------------
* Filed herewith.
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 2-31302).
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K
for July 1971.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K
for November 1972.
(4) Incorporated by reference to the Registrant's Current Report on Form 8-K
for June 1975.
(5) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended July 31, 1981.
(6) Incorporated by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form S-1 (333-35489) filed on November 6, 1997.
(7) Incorporated by reference to Conolog's Registration Statement on Form S-1
(File No. 33-92424) filed on May 17, 1995.
(8) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (333-35489) filed on November 24, 1997.
(9) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (333-35489) filed on September 12, 1997.
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<PAGE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) 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.
(2) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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<PAGE>
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-3 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 6th day
of March, 2000.
CONOLOG CORPORATION
By: /s/ Robert S. Benou
-----------------------
Robert S. Benou
President and Chief
Executive Officer
We the undersigned directors and/or officers of Conolog Corporation (the
Company), hereby severally constitute and appoint Robert Benou, President and
Chief Executive Officer, Marc R. Benou, Vice President, and each of them
individually, with full powers of substitution and resubstitution, our true and
lawful attorneys, with full powers to them and each of them to sign for us, in
our names and in the capacities indicated below, the Registration Statement on
Form S-3 filed with the Securities and Exchange Commission, and any and all
amendments to said Registration Statement (including post-effective amendments),
and any registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, in connection with the registration under
the Securities Action of 1933, as amended, of equity securities of the Company,
and to file or cause to be filed the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys, and each of them full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in person, and hereby ratifying and confirming all that said
attorneys, and each of them, or their substitute or substitutes, shall do or
cause to be done by virtue of this Power of Attorney.
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<PAGE>
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: March 6, 2000 /s/ Robert S. Benou
------------------------------
Robert S. Benou
President,
Chief Executive Officer
and Director
Date: March 6, 2000 /s/ Arpad J. Havasy
------------------------------
Arpad J. Havasy
Executive Vice President,
Secretary, Treasurer and
Director
Date: March 6, 2000 /s/ Marc R. Benou
------------------------------
Marc R. Benou
Vice President, Assistant
Secretary and Director
Date: March 6, 2000 /s/ Louis S. Massad
------------------------------
Louis S. Massad
Director
Date: March 6, 2000 /s/ Edward J. Rielly
------------------------------
Edward J. Rielly
Director
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Exhibit 5
MILBERG WEISS BERSHAD HYNES & LERACH LLP
March 6, 2000
Conolog Corporation
5 Columbia Road
Somerville, New Jersey 08876
Re: Post-Effective Amendment No.1 to Form S-1 (on Form S-3)
Registration Statement - Registration No. 333-35489
Ladies and Gentlemen:
We have acted as counsel for Conolog Corporation, a Delaware corporation
("Conolog"), in connection with the preparation and filing by Conolog of
Post-Effective Amendment No.1 to Form S-1 (on Form S-3) Registration Statement -
Registration No. 333- 35489 (the "Registration Statement"), under the Securities
Act of 1933, relating to the sale of 5,604,700 shares of Conolog's Common Stock,
par value $.01 per share (the "Common Stock") and 265,500 Class A warrants (the
Class A Warrants").
We have examined the Certificate of Incorporation and the By-Laws of
Conolog, the minutes of the various meetings and consents of the Board of
Directors of Conolog, forms of certificates evidencing the Common Stock,
originals or copies of such records of Conolog, agreements, certificates of
public officials, certificates of officers and representatives of Conolog and
others, and such other documents, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed necessary to form
the basis of the opinion expressed below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as copies thereof.
<PAGE>
As to various questions of fact material to this opinion, we have relied
upon statements and certificates of officers and representatives of Conolog and
others.
Based on the foregoing, we are of the opinion that:
1. The 5,236,950 shares of Common Stock will, upon the exercise of the
publicly-traded Class A Warrants in the manner contemplated by the Registration
Statement, be legally issued, fully paid and nonassessable;
2. The shares of Common Stock and Class A Warrants issuable upon the
exercise of each of the 1995 Representatives Unit Purchase Option and the 1998
Representatives Unit Purchase Option (collectively, the "Unit Purchase Options")
will, when issued and delivered upon the exercise of the Unit Purchase Options
and payment of the exercise price in the manner contemplated by the Registration
Statement, be legally issued, fully paid and nonassessable;
3. The shares of Common Stock issuable upon exercise of the Class A
Warrants constituting a part of the Unit Purchase Options will, when issued and
delivered upon exercise of such Class A Warrants in the manner contemplated by
the Registration Statement, be legally issued, fully paid and nonassessable.
We hereby consent to be named in the Registration Statement and the
prospectus as attorneys who have passed upon legal matters in connection with
the offering of the securities offered thereby under the caption "Legal
Matters."
We further consent to your filing a copy of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ MILBERG WEISS BERSHAD
HYNES & LERACH LLP
Exhibit 23(a)
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement, File No. 333-35489, of our report
dated October 15, 1999 included in Conolog Corporation's Form 10-K for the year
ended July 31, 1999 and to all references to our firm included in this
registration statement.
ROSENBERG RICH BAKER
BERMAN & COMPANY
Bridgewater, New Jersey
March 6, 2000
