UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
February 1, 2000
(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 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLOG LLC
I.R.S. Identification Number:11-3479491
Warren Schreiber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CLOG LLC - State of New York
Warren Schreiber - United States of America
NUMBER OF SHARES 7 SOLE VOTING POWER
CLOG LLC - 0
Warren Schreiber - 0
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
CLOG LLC - 400,000
Warren Schreiber - 400,000 (represents amount
beneficially owned by CLOG LLC)
EACH REPORTING 9 SOLE DISPOSITIVE POWER
CLOG LLC - 0
Warren Schreiber - 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
CLOG LLC - 400,000
Warren Schreiber - 400,000 (represents amount
beneficially owned by CLOG LLC)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CLOG LLC - 400,000
Warren Schreiber - 400,000 (represents amount beneficially
owned by CLOG LLC)
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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 - 5.8%
Warren Schreiber - 5.8% (represents amount beneficially
owned by CLOG LLC)
14 TYPE OF REPORTING PERSON*
CLOG LLC - 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.
The Reporting Persons are making this statement pursuant to Rule 13d-1(a).
(a) Names:
CLOG LLC ("CLOG")
Warren Schreiber
(b) Residence or business address:
CLOG:
64 Shelter Lane
Roslyn, New York 11577
Warren Schreiber
64 Shelter Lane
Roslyn, New York 11577
(c) Warren Schreiber is employed as Chairman and President of The Skyes
Corporation, a corporation primarily engaged in the business of consulting and
investing, of which Mr. Schreiber is the sole shareholder. CLOG is a limited
liability company established for the sole purpose of investing in the Issuer.
Mr. Schreiber is the controlling member of CLOG.
(d) Neither of the Reporting Persons have been convicted in a criminal
proceeding in the last five years.
(e) 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.
(f) CLOG was organized under the laws of the state of New York. Mr.
Schreiber is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
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Item 4. Purpose of Transaction.
Pursuant to a stock purchase agreement between CLOG and National Financial
Communications Corp. ("National"), dated as of February 1, 2000 (the "Stock
Purchase Agreement"), CLOG agreed to exercise its option to purchase $300,000
principal amount of convertible debentures of Conolog and convert the $300,000
principal amount of convertible debentures into 300,000 shares of Common Stock
of Conolog, as described in Amendment No. 2 and Amendment No. 7 to the Reporting
Persons' Schedule 13D, filed with the SEC on January 5, 2000 ("Amendment No.
7"), and sell to National the 300,000 shares of Common Stock of Conolog at a
purchase price of $1.375 per share, or an aggregate purchase price of $412,500
(the "Purchase Price"). Pursuant to the terms of the Stock Purchase Agreement,
National loaned to CLOG the sum of $300,000 in connection with CLOG's exercise
of its option to acquire the $300,000 principal amount of convertible
debentures, CLOG converted the convertible debentures thereby obtained into
300,000 shares of Common Stock of Conolog and CLOG sold such shares to National.
On February 7, 2000, CLOG exercised its option to purchase $200,000
principal amount of convertible debentures of Conolog, as described in Amendment
No. 2 and Amendment No. 7. CLOG used working capital to fund the purchase. On
the same date, CLOG exercised its right to convert the $200,000 principal amount
of debentures into 200,000 shares of Common Stock of Conolog and sold such
200,000 shares of Common Stock on the same date in the open market at a price of
approximately $3.78 per share.
On February 11, 2000, CLOG exercised its option to purchase $200,000
principal amount of convertible debentures of Conolog, as described in Amendment
No. 2 and Amendment No. 7. CLOG used working capital to fund the purchase. On
the same date, CLOG exercised its right to convert the $200,000 principal amount
of debentures into 200,000 shares of Common Stock of Conolog and sold such
200,000 shares of Common Stock on the same date in the open market at a price of
approximately $6.38 per share.
On February 14, 2000, CLOG exercised its option to purchase $195,000
principal amount of convertible debentures of Conolog, as described in Amendment
No. 2 and Amendment No. 7. CLOG used working capital to fund the purchase. On
the same date, CLOG exercised its right to convert the $195,000 principal amount
of debentures into 195,000 shares of Common Stock of Conolog and sold such
195,000 shares of Common Stock on the same date in the open market at a price of
approximately $4.97 per share.
On February 15, 2000, CLOG exercised its option to purchase $90,000
principal amount of convertible debentures of Conolog, as described in Amendment
No. 2 and Amendment No. 7. CLOG used working capital to fund the purchase. On
the same date, CLOG exercised its right to convert the $90,000 principal amount
of debentures into 90,000 shares of Common Stock of Conolog and sold such 90,000
shares of Common Stock on the same date in the open market at a price of
approximately $4.59 per share.
On February 16, 2000, CLOG exercised its option to purchase $15,000
principal amount of convertible debentures of Conolog, as described in Amendment
No. 2 and Amendment No. 7. CLOG used working capital to fund the purchase. On
the same date, CLOG exercised its right to
5
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convert the $15,000 principal amount of debentures into 15,000 shares of Common
Stock of Conolog and sold such 15,000 shares of Common Stock on the same date in
the open market at a price of approximately $4.91 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 and Amendment No.
7, 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 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 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 5.8% of the total shares of
Common Stock outstanding as of February 8, 2000. CLOG has shared voting and
dispositive power with respect to such shares of Common Stock 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 400,000 shares of Common Stock issuable upon the exercise of a currently
exercisable option for the purchase of immediately convertible debentures, (ii)
the 300,000 shares of Common Stock issued upon conversion of the convertible
debentures pursuant to the terms of the Stock Purchase Agreement, as described
in Item 4 hereof, (iii) the 200,000 shares of Common Stock issued effective
February 7, 2000 upon conversion of the convertible debentures, as described in
Item 4 hereof, (iv) the 200,000 shares of Common Stock issued effective February
11, 2000 upon conversion of the convertible debentures, as described in Item 4
hereof, (v) the 195,000 shares of Common Stock issued effective February 14,
2000 upon conversion of the convertible debentures, as described in Item 4
hereof, (vi) the 90,000 shares of Common Stock issued effective February 15,
2000 upon conversion of the convertible debentures, as described in Item 4
hereof, (vii) the 15,000 shares of Common Stock issued effective February 16,
2000 upon conversion of the convertible debentures, as described in Item 4
hereof, and (viii) the 5,475,772 outstanding shares of Common Stock as of
February 8, 2000, based upon the Quarterly Report on Form 10-QSB filed by
Conolog for the period ended January 31, 2000 (the "Form 10-QSB"), less the
22,776 shares of Common Stock of Conolog indicated in the Form 10-QSB as being
held as treasury stock.
(b) See Item 6.
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(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 CLOG 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) Stock Purchase Agreement, between CLOG and National, dated as of
February 1, 2000.
7
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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: February 17, 2000
CLOG LLC
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schreiber
--------------------
Warren Schreiber
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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: February 17, 2000
CLOG LLC
By: /s/ Warren Schreiber
------------------------
Warren Schreiber, Member
/s/ Warren Schreiber
--------------------
Warren Schreiber
9
<PAGE>
STOCK PURCHASE AGREEMENT, dated as of February 1, 2000, between CLOG, LLC
("CLOG") and NATIONAL FINANCIAL COMMUNICATIONS CORP. ("National").
-------------------
WHEREAS, pursuant to a certain Amended and Restated Option Agreement, dated
as of May 5, 1999, between Conolog Corporation ("Conolog") and CLOG, CLOG has
the right and option to purchase convertible debentures of Conolog in the form
attached thereto (the "Convertible Debentures") in the principal amount of at
least $300,000 (the "Option").
WHEREAS, the Convertible Debentures are convertible into shares of Common
Stock of Conolog at a conversion price of $1.00 per share.
WHEREAS, National desires that CLOG exercise its Option with respect to the
purchase of $300,000 principal amount of Convertible Debentures, convert such
Convertible Debentures into 300,000 shares of Common Stock of Conolog and sell
such shares of Common Stock to National.
WHEREAS, CLOG is willing to exercise its Option with respect to $300,000
principal amount of Convertible Debentures, convert the Convertible Debentures
into 300,000 shares of Common Stock of Conolog and sell such shares of Common
Stock to National upon the terms and conditions set forth herein.
NOW, THEREFORE, it is agreed as follows:
1. Purchase and Sale.
-----------------
(a) Subject to the terms and conditions hereof, CLOG hereby agrees to sell
to National, and National hereby agrees to purchase from CLOG, 300,000 shares of
Common Stock of Conolog (the "Shares") at a purchase price of $1.375 per share,
or an aggregate purchase price of $412,500 (the "Purchase Price").
(b) In order to effectuate the exercise of the Option, the payment of the
Purchase Price and the delivery of the Shares, the following actions are to take
place:
(i) Concurrently herewith, National is sending to Conolog via
overnight mail a certified check in the amount of $300,000 payable to the
order of Conolog (the "Conolog Check") and a certified check in the amount
of $112,500 payable to the order of CLOG (the "CLOG Check"), together with
instructions to Conolog to deposit the Conolog Check as payment of the
exercise price for the Option, instruct its transfer agent to "DWAC" the
issuance of the Shares for the benefit of CLOG and send the CLOG Check to
CLOG via overnight mail.
(ii) Concurrently herewith, CLOG is sending to Conolog via fax a
notice of exercise with respect to the Option for the purchase of $300,000
principal amount of Convertible Debentures, which notice indicates that the
Convertible Debentures are to be immediately converted into the Shares;
<PAGE>
(iii) Following receipt of the CLOG Check, Conolog shall send it to
CLOG via overnight mail.
(iv) Following clearance of the Conolog Check, Conolog shall instruct
its transfer agent to "DWAC" the issuance of the Shares for the benefit of
CLOG.
(v) Following clearance of the CLOG Check, CLOG shall take such action
as shall be necessary to transfer the "DWAC" registration of the Shares to
the benefit of National.
(c) The amount of the Conolog Check shall be considered a loan by National
to CLOG for purposes of exercising the Option, which loan shall be deemed repaid
in full upon the transfer of the "DWAC" registration of the Shares to the
benefit of National.
2. Representations and Warranties of National. National hereby represents and
warrants to CLOG that it has received a copy of and has reviewed (a) the
Prospectus of Conolog dated March 26, 1999 and April 12, 1999 covering the
resale of the Shares, together with the supplements thereto dated June 21, 1999
and July 1, 1999 and all documents incorporated therein by reference and (b) the
Schedule 13D of CLOG filed with the Securities and Exchange Commission on April
5, 1999, together with Amendments 1 through 7 thereto, including, without
limitation, the descriptions therein of certain criminal and other proceedings
brought against Warren Schreiber, the managing member of CLOG.
3. Miscellaneous.
-------------
(a) This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
(b) This Agreement may be executed in counterparts and each counterpart so
executed and delivered shall constitute an original instrument, but all such
separate counterparts shall constitute one and the same agreement.
(c) This Agreement sets forth the entire agreement and understanding of the
parties in respect of the subject matter hereof and supersedes any prior or
contemporaneous agreements, arrangements and understandings relating to the
subject matter hereof.
(d) This Agreement may be modified only by a written instrument executed by
the party sought to be charged.
(e) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed wholly in such state regardless of the law that might be applied under
principles of conflicts of law.
(f) If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision or portion thereof and only to the
<PAGE>
extent such provision or portion thereof shall be held to be invalid or
unenforceable and shall not in any way affect the validity or enforceability of
the other provisions hereof, all of which provisions are hereby declared
severable.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
CLOG LLC
By: /s/ Warren Schreiber
--------------------------------
Warren Schreiber, Member
NATIONAL FINANCIAL
COMMUNICATIONS CORP.
By: /s/ Geoffrey Eiten
--------------------------------
Geoffrey Eiten, President
<PAGE>
