UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Conolog Corporation
(Name of Issuer)
Common Stock, $.01 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)
December 31, 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 6 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* N/A
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 - 1,400,000
The Nybor Group, Inc. - 0
Warren Schreiber - 1,400,000
(represents amount beneficially
owned by CLOG LLC)
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 - 1,400,000
The Nybor Group, Inc. - 0
Warren Schreiber - 1,400,000
(represents amount
beneficially owned by CLOG LLC)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLOG LLC - 1,400,000
The Nybor Group, Inc. - 0
Warren Schreiber - 1,400,000
(represents amount
beneficially owned by CLOG LLC)
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 - 20.4%
The Nybor Group, Inc. - 0%
Warren Schreiber - 20.4%
(represents amount beneficially
owned by CLOG LLC)
14 TYPE OF REPORTING PERSON*
CLOG LLC - CO
The Nybor Group, Inc. - CO
Warren Schreiber - IN
3
<PAGE>
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 ("SEC") on June
28, 1999 ("Amendment No. 2").
Reference is further made to Item 2 of Amendment No. 6 to the Reporting
Persons' Schedule 13D, filed with the SEC on October 14, 1999.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On December 31, 1999, pursuant to a letter agreement of the same date,
Conolog and CLOG agreed to extend until December 31, 2001 CLOG's option and
right to purchase Conolog convertible debentures pursuant to the terms of the
Amended and Restated Option Agreement between CLOG and Conolog, dated May 5,
1999, as described in Amendment No. 2.
Also on December 31, 1999, pursuant to a letter agreement of the same date
(the "Nybor Letter Agreement"), Nybor and Conolog agreed to amend the terms of
the Amended and Restated Consulting Agreement between Nybor and Conolog, dated
May 5, 1999 (the "Amended and Restated Consulting Agreement"), as described in
Amendment No. 2, to provide that the total number of shares of Common Stock of
Conolog to which Nybor was entitled pursuant thereto would be reduced from
1,057,143 to 300,000. Concurrently with the execution of the Nybor Letter
Agreement, Nybor delivered to Conolog a stock certificate evidencing the 757,143
excess shares of Common Stock of Conolog previously issued to Nybor pursuant to
the Amended and Restated Consulting Agreement.
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.
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
4
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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 1,400,000 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 20.4% of the
total shares of Common Stock outstanding as of December 1, 1999. CLOG has shared
voting and dispositive power with respect to such shares of Common Stock, Nybor
does not have voting or dispositive power with respect to any shares of Common
Stock of Conolog and Mr. Schreiber, as controlling member of CLOG, has shared
voting and dispositive power with respect to all of the shares of Common Stock
beneficially owned by CLOG.
The percentage for the Reporting Persons in the aggregate and for CLOG and
Mr. Schreiber individually was calculated using as the denominator the sum of
(i) the 1,400,000 shares of Common Stock issuable upon the exercise of a
currently exercisable option for the purchase of immediately convertible
debentures and (ii) the 6,229,409 outstanding shares of Common Stock as of
December 1, 1999, based upon the Quarterly Report on Form 10-Q filed by Conolog
for the period ended October 31, 1999 (the "Form 10-Q"), less the 8,776 shares
of Common Stock of Conolog indicated in the Form 10-Q as being held as treasury
stock, less the 757,143 shares of Common Stock transferred to Conolog from
Nybor, as described in Item 4 hereof.
(b) See Item 6.
(c) See Item 4.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
As described in Amendment No. 2, the Restated Option Agreement provides
that CLOiG 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.
(2) Letter agreement, dated December 31, 1999, between CLOG and
Conolog.
(3) Letter agreement, dated December 31, 1999, between Nybor and
Conolog.
5
<PAGE>
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: January 3, 2000
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
<PAGE>
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: January 3, 2000
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
<PAGE>
EXHIBIT 2
CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876-3588
Phone No. (908) 722-8081
Fax. No. (908) 722-5461
December 31, 1999
CLOG LLC
64 Shelter Lane
Roslyn, New York 11577
Ladies and Gentlemen:
Reference is made to the Amended and Restated Option Agreement
between Conolog Corporation ("Conolog") and CLOG LLC ("CLOG"), dated as of May
5, 1999 (the "Option Agreement").
This is to set forth out agreement and understanding as follows:
1. Section 2 of the Option Agreement is hereby amended so that CLOG's
irrevocable right and option to purchase Conolog's convertible debentures
shall terminate at 5:00 p.m. on December 31, 2001.
2. Except as expressly set forth herein, the Option Agreement shall
continue in full force and effect in accordance with its original terms.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing this letter in the place provided below.
Very truly yours,
CONOLOG CORPORATION
By: /s/ Robert S. Benou
--------------------------
Robert S. Benou, President
AGREED
CLOG LLC
By: /s/ Warren Schreiber
-------------------------
Warren Schreiber, Member
<PAGE>
EXHIBIT 3
CONOLOG CORPORATION
5 Columbia Road
Somerville, New Jersey 08876-3588
Phone No. (908) 722-8081
Fax. No. (908) 722-5461
December 31, 1999
The Nybor Group, Inc.
64 Shelter Lane
Roslyn, New York 11577
Ladies and Gentlemen:
Reference is made to the Amended and Restated Consulting Agreement between
Conolog Corporation ("Conolog") and the Nybor Group Inc. ("Nybor"), dated as of
May 5, 1999 (the "Consulting Agreement").
This is to set forth our agreement and understanding as follows:
1. Section 2 of the Consulting Agreement is hereby amended so that the
number of shares referred to is changed from 1,057,143 to 300,000.
2. Concurrently with the execution of this Agreement, Nybor is
delivering to Conolog stock certificates (s) evidencing in the aggregate
757,143 shares of common stock of Conolog (the "Shares"), together with
duly executed stock power(s), with signature guarantee, transferring the
Shares to Conolog.
3. Nybor represents and warrants to Conolog that it has full authority
to transfer the Shares to Conolog and that the Shares are free of any lien,
claim, security interest, pledge or other encumbrance of any nature
whatsoever.
4. Within the period required by law, Nybor shall file an amended
Schedule 13D and Form 4 disclosing its transfer of the Shares.
5. Concurrently with the execution of this Agreement the Consulting
Agreement is hereby terminated and of no further force and effect.
6. Conolog hereby confirms that Nybor has performed all services
requested of it by Conolog in a proper
<PAGE>
manner, and Conolog has no claims against Nybor under the Consulting
Agreement or otherwise.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing this letter in the place provided below.
Very truly yours,
CONOLOG CORPORATION
By:/s/ Robert S. Benou
-----------------------------
Robert S. Benou, President
AGREED:
THE NYBOR GROUP INC.
By: /s/ Warren Schreiber
---------------------------
Warren Schreiber, President
<PAGE>
