-----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, VJfKc2UIZybaigq8mrLIYBy7DXoid8dN/1AMHb7MHDAUkHvUbFl2zy4FFmvwnend 2oL4OwBo8NGcDPavuqXw5A== 0001021771-99-000116.txt : 19990809 0001021771-99-000116.hdr.sgml : 19990809 ACCESSION NUMBER: 0001021771-99-000116 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990806 GROUP MEMBERS: CLOG LLC GROUP MEMBERS: SCHREIBER WARREN GROUP MEMBERS: THE NYBOR GROUP, INC. 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: 99679550 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 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Conolog Corporation (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) July 23, 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 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 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* 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 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 - 1,700,000 The Nybor Group, Inc. - 917,143 Warren Schreiber - 2,617,143 (represents amount owned by CLOG LLC and The Nybor Group, Inc.) EACH REPORTING 9 SOLE DISPOSITIVE POWER CLOG LLC - 0 The Nybor Group, Inc. - 0 Warren Schreiber - 0 PERSON WITH 10 SHARED DISPOSITIVE POWER CLOG LLC - 1,700,000 The Nybor Group, Inc. - 917,143 Warren Schreiber - 2,617,143 (represents amount owned by CLOG LLC and The Nybor Group, Inc.) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLOG LLC - 1,700,000 The Nybor Group, Inc. - 917,143 Warren Schreiber - 2,617,143 (represents amount owned by CLOG LLC and The Nybor Group, Inc.) 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 - 22.9% The Nybor Group, Inc. - 12.4% Warren Schreiber - 35.3% (represents amount owned by CLOG LLC and The Nybor Group, Inc.) 14 TYPE OF REPORTING PERSON* CLOG LLC - CO The Nybor Group, Inc. - 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. Reference is made to Item 2 of Amendment No. 2 to the Reporting Persons' Schedule 13D, filed with the Securities and Exchange Commission on June 28, 1999 ("Amendment No. 2"). Item 3. Source and Amount of Funds or Other Consideration. See Item 4. Item 4. Purpose of Transaction. On July 23, 1999, CLOG LLC ("CLOG") exercised its option to purchase $100,000 principal amount of convertible debentures of Conolog, as described in Amendment No. 2. CLOG used working capital to fund the purchase. On the same date, CLOG exercised its option to convert the $100,000 principal amount of debentures into 100,000 shares of Common Stock of Conolog and sold such 100,000 shares of Common Stock on the same date in the open market at a price of approximately $1.25 per share. The following is a summary of sales of Common Stock made by The Nybor Group, Inc. ("Nybor") since July 8, 1999:
- ---------------------------------------------------------------------------------------------------------------------------- Number of Shares Approximate Price Date of Sale Type of Sale of Common Stock Per Share - ---------------------------------------------------------------------------------------------------------------------------- July 22, 1999 Open Market 20,000 $1.27 - ---------------------------------------------------------------------------------------------------------------------------- July 26, 1999 Open Market 20,000 $1.25 - ----------------------------------------------------------------------------------------------------------------------------
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 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 2,617,143 shares of Common Stock in the aggregate (including 1,700,000 shares of Common Stock issuable upon the exercise of a currently exercisable option for the purchase of immediately convertible debentures), which represent 35.3% of the total shares of Common Stock outstanding as of June 8, 1999. Of such shares of Common Stock, CLOG has shared voting and dispositive power with respect to 1,700,000 shares of Common Stock, Nybor has shared voting and dispositive power with respect to 917,143 shares of Common Stock and Mr. Schreiber, as controlling member of CLOG and President of Nybor, has voting and dispositive power with respect to all of the shares of Common Stock beneficially owned by the Reporting Persons. The percentage for the Reporting Persons was calculated using as the denominator the sum of (i) the 1,700,000 shares of Common Stock issuable upon the exercise of a currently exercisable option for the purchase of immediately convertible debentures, (ii) the 200,000 shares of Common Stock issued effective June 23, 1999 upon conversion of the convertible debentures, as described in Amendment No. 2, (iii) the 100,000 shares of Common Stock issued effective July 23, 1999 upon conversion of the convertible debentures, as described in Item 4, (iv) the 1,057,143 shares of Common Stock issued effective June 18, 1999 pursuant to the Restated Consulting Agreement, as described in Amendment No. 2, and (v) the 4,357,773 outstanding shares of Common Stock as of June 8, 1999, based upon the Quarterly Report on Form 10-Q filed by Conolog for the period ended April 30, 1999. (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 and Restated Consulting Agreement provide that CLOG and Nybor 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. 5 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: August 4, 1999 CLOG LLC By:\s\ Warren Schrieber ---------------------------- Warren Schreiber, Member \s\ Warren Schreiber -------------------- Warren Schreiber THE NYBOR GROUP, INC. By:\s\ Warren Schreiber ---------------------------- Warren Schreiber, President 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: August 4, 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 -----END PRIVACY-ENHANCED MESSAGE-----