-----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, WER1pvnTvKGGIXKnu72Nc1x2Lfw2gmegpAkVBAg40pSm7VLJ+u/6dKuJBD4GD0pF 3EUzlmhOaxAJKddqYjJUhA== 0001021771-99-000049.txt : 19990406 0001021771-99-000049.hdr.sgml : 19990406 ACCESSION NUMBER: 0001021771-99-000049 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990405 GROUP MEMBERS: CLOG, LLC GROUP MEMBERS: ROBYN SCHREIBER GROUP MEMBERS: SCHREIBER WARREN GROUP MEMBERS: THE NYBOR GROUP, LLC 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 SEC ACT: SEC FILE NUMBER: 005-18454 FILM NUMBER: 99587496 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 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 1 WARREN SCHREIBER SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Conolog Corp. (Name of Issuer) Common Stock, $1.00 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) March 26, 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). SCHEDULE 13D CUSIP No. 208254 40 9 Page 2 of 9 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 The Nybor Group, Inc. I.R.S. Identification Number: 11-3095214 Robyn Schreiber 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 The Nybor Group, Inc. - State of New York Robyn Schreiber - United States of America NUMBER OF SHARES 7 SOLE VOTING POWER 3,057,143 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 3,057,143 EACH REPORTING 9 SOLE DISPOSITIVE POWER 3,057,143 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,057,143 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,143 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9% 14 TYPE OF REPORTING PERSON* CO, IN 3 Item 1. Security and Issuer. The Reporting Persons are making this statement in reference to shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Conolog Corp., 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 The Nybor Group, Inc. ("Nybor") Robyn Schreiber (b) Residence or business address: CLOG: 64 Shelter Lane Roslyn, New York 11577 Warren Schreiber: 64 Shelter Lane Roslyn, New York 11577 Nybor: 64 Shelter Lane Roslyn, New York 11577 Robyn 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. Nybor is a company primarily engaged in the business of consulting and investing. Robyn Schreiber is the majority and controlling shareholder of Nybor. Warren Schreiber is the President of Nybor. Warren Schreiber and Robyn 4 Schreiber are husband and wife. (d) None of the Reporting Persons has been convicted in a criminal proceeding in the last five years. (e) On September 7, 1995, the Market Surveillance Committee of the National Association of Securities Dealers (the "NASD") (the "MSC") issued a decision in which Mr. Schreiber was censured, fined $100,000, barred from association with any NASD member in any capacity, and assessed costs of $22,104. This decision, which was appealed to the Securities and Exchange Commission (the "Commission"), found that Mr. Schreiber (i) knowingly participated at various times in the unregistered distribution of securities of a company (unrelated to the Issuer) in violation of Article III, Section 1 of the NASD's Rules of Fair Practice ("Conduct Rule 2110"); (ii) knowingly employed manipulative and deceptive practices in connection with the acquisition of securities to obtain control of a company (unrelated to the Issuer) in violation of Conduct Rule 2110, Article III, Section 18 of the NASD's Rules of Fair Practice, Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 thereunder; (iii) recommended and effected the purchase of stock of a company (unrelated to the Issuer) while in possession of material, non-public information, in violation of Conduct Rules 2110 and 2120, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; (iv) engaged in securities transactions with or on behalf of customers without disclosing that Castleton, Rhodes, Inc. (the "Firm") and the company (unrelated to the Issuer) were under common control, in violation of Conduct Rule 2110, and Article III, Section 13 of the NASD's Rules of Fair Practice; and (v) engaged in an improper distribution of equity securities issued by an affiliate of the Firm in violation of Conduct Rule 2110 and Schedule E of the NASD's By-Laws. The Commission found that the NASD's MSC made generalized findings as to the credibility of a key witness and Mr. Schreiber, and that the MSC's decision did not reflect whether the factfinder considered substantial evidence that contradicted these findings. The Commission determined that it could not complete its review function in this manner until the NASD had provided the Commission with clarification of the basis of its credibility determinations. The Commission's remand will permit the NASD to discuss explicitly the record evidence bearing on witness credibility. In ordering the remand, the Commission expressed no view on the outcome of this proceeding. The Commission remanded the proceeding to the NASD and ordered that the sanctions imposed by the NASD be vacated. None of the other Reporting Persons has been a party to a civil proceeding of a judicial or administrative body during the last five years. (f) CLOG was organized under the laws of the state of New York. Mr. Schreiber is a citizen of the United States. Nybor was organized under the laws of the state of New York. Robyn Schreiber is a citizen of the United States. 5 Item 3. Source and Amount of Funds or Other Consideration. See Item 4. Item 4. Purpose of Transaction. On March 26, 1999, CLOG and Conolog entered into an option agreement, dated as of December 22, 1998 (the "Option Agreement"), under which Conolog granted CLOG an irrevocable option and right to immediately purchase up to $2,000,000 of Conolog convertible debentures. The option terminates on October 26, 1999. The convertible debentures mature one year after the date of issuance. The principal amount of the convertible debentures is immediately convertible into shares of Common Stock of Conolog at a conversion price of $1.00 per share (or an aggregate of 2,000,000 shares of Common Stock). On March 26, 1999, CLOG exercised its option to the extent of purchasing $200,000 principal amount of convertible debentures of Conolog. CLOG borrowed sums from two of its investors to fund the purchase of the $200,000 convertible debentures. Each investor was issued a promissory note in the principal amount of $100,000, payable on demand, evidencing CLOG's obligation to repay the $200,000 loan. Also on March 26, 1999, Nybor entered into a consulting agreement with Conolog, dated as of December 22, 1998 (the "Consulting Agreement"), pursuant to which Nybor was issued 1,057,143 shares of Common Stock of Conolog. On March 26, 1999, Conolog filed a Registration Statement on Form S-3 covering (i) the shares of Common Stock issuable pursuant to the convertible debentures and (ii) the shares of Common Stock obtained pursuant to the Consulting Agreement. The Reporting Persons acquired the shares of Common Stock of the Issuer reported herein to obtain an equity position in Conolog. 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, convert the convertible debentures into shares of Common Stock, 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 6 Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons hold 3,057,143 shares of Common Stock (including 200,000 shares of Common Stock issuable upon the exercise of a currently convertible debenture and 1,800,000 shares of Common Stock issuable upon the exercise of a currently exercisable option for the purchase of immediately convertible debentures), which represent 48.9% of the total shares of Common Stock outstanding as of March 8, 1999. The percentage for the Reporting Persons was calculated using as the denominator the sum of (i) the 200,000 shares of Common Stock issuable upon the exercise of a currently convertible debenture and 1,800,000 shares of Common Stock issuable upon the exercise of a currently exercisable option for the purchase of immediately convertible debentures and (ii) the 4,248,997 outstanding shares of Common Stock as of March 8, 1999, based upon the Quarterly Report on Form 10-Q filed by Conolog for the period ended January 31, 1999. (b) See Item 6. (c) The following is a summary of the open market sales of Common Stock made by Warren Schreiber during the last sixty days: - -------------------------------------------------------------------------------- Number of Shares Approximate Date of Transaction Type of of Common Stock Price Per Share Transaction - -------------------------------------------------------------------------------- January 27, 1999 Sale 100 $1.88 - -------------------------------------------------------------------------------- February 12, 1999 Sale 3000 $1.44 - -------------------------------------------------------------------------------- February 12, 1999 Sale 2100 $1.63 - -------------------------------------------------------------------------------- February 12, 1999 Sale 2800 $1.56 - -------------------------------------------------------------------------------- February 12, 1999 Sale 2000 $1.44 - -------------------------------------------------------------------------------- February 17, 1999 Sale 3000 $1.38 - -------------------------------------------------------------------------------- February 17, 1999 Sale 5000 $1.25 - -------------------------------------------------------------------------------- February 17, 1999 Sale 3000 $1.25 - -------------------------------------------------------------------------------- February 17, 1999 Sale 2000 $1.38 - -------------------------------------------------------------------------------- February 17, 1999 Sale 2000 $1.38 - -------------------------------------------------------------------------------- March 15, 1999 Sale 500 $1.88 - -------------------------------------------------------------------------------- March 15, 1999 Sale 5000 $1.75 7 - -------------------------------------------------------------------------------- March 16, 1999 Sale 4500 $2.25 - -------------------------------------------------------------------------------- March 17, 1999 Sale 5000 $2.25 - -------------------------------------------------------------------------------- March 17, 1999 Sale 5000 $2.25 - -------------------------------------------------------------------------------- March 17, 1999 Sale 5000 $2.25 - -------------------------------------------------------------------------------- Except as described in Item 4 hereof, during the past 60 days none of the other Reporting Persons has effected any transactions in the shares of Common Stock of the Company. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Option Agreement and Consulting Agreement provide that CLOG and Nybor shall vote any shares of Common Stock acquired pursuant to the terms thereof as recommended by the President of Conolog, and also provide for the grant of an irrevocable proxy in furtherance thereof. Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Option Agreement, dated as of December 22, 1998, between CLOG and Conolog (the "Option Agreement").* (3) Form of Convertible Debenture of Conolog, to be issued upon the exercise of options under the Option Agreement.* (4) Consulting Agreement, dated as of December 22, 1998, between Nybor and Conolog.* - -------------------- * Filed as an exhibit to Issuer's Registration Statement on Form S-3 (Registration No. 333-75141) and incorporated herein by reference. 8 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: April 2, 1999 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 /s/ Robyn Schreiber ------------------- Robyn Schreiber 9 EXHIBIT 1 The undersigned agree that the Statement on Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: April 2, 1999 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 /s/ Robyn Schreiber ------------------- Robyn Schreiber -----END PRIVACY-ENHANCED MESSAGE-----