-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J5WD1EyaN1zHbvGYvxv9Qhhm5iYrgwS/bYS/x4esSUH5AwovAJi6UfykLIYQDIBK +o0qYrJO3NCXi5Q/OuaGaw== 0001021771-00-000036.txt : 20000218 0001021771-00-000036.hdr.sgml : 20000218 ACCESSION NUMBER: 0001021771-00-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000217 GROUP MEMBERS: CLOG LLC GROUP MEMBERS: SCHREIBER WARREN GROUP MEMBERS: WARREN SCHREIBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONOLOG CORP CENTRAL INDEX KEY: 0000023503 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 520853566 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-18454 FILM NUMBER: 548538 BUSINESS ADDRESS: STREET 1: 5 COLUMBIA RD CITY: SOMERVILLE STATE: NJ ZIP: 08876 BUSINESS PHONE: 9087228081 MAIL ADDRESS: STREET 1: 5 C0LUMBIA ROAD CITY: SOMERVILLE STATE: NJ ZIP: 08876-3588 FORMER COMPANY: FORMER CONFORMED NAME: DSI SYSTEMS INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: DATA SCIENCES INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEARCH SYSTEMS INC DATE OF NAME CHANGE: 19690115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHREIBER WARREN CENTRAL INDEX KEY: 0001083294 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 64 SHELTER LANE CITY: ROSLYN STATE: NY ZIP: 11577 BUSINESS PHONE: 5166217411 MAIL ADDRESS: STREET 1: 64 SHELTER LANE CITY: ROSLYN STATE: NY ZIP: 11577 SC 13D/A 1 SCHEDULE 13D/A 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). 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) 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 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. 4 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 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. 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 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 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 8 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 EX-2 2 STOCK PURCHASE AGREEMENT 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; (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 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 -----END PRIVACY-ENHANCED MESSAGE-----