-----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, AxPQDtzLLRjLJld7RUAAe429PaYKPpD9PGkeGZ3A02iMUSXZ0czcUQkCnoIDTuAf JaJqtmq2ceS6NIh5usAq8Q== 0001021771-02-000039.txt : 20020719 0001021771-02-000039.hdr.sgml : 20020719 20020719150456 ACCESSION NUMBER: 0001021771-02-000039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020719 GROUP MEMBERS: CLOG II LLC GROUP MEMBERS: WARREN SCHREIBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONOLOG CORP CENTRAL INDEX KEY: 0000023503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 520853566 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18454 FILM NUMBER: 02706558 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: MICROSEARCH SYSTEMS INC DATE OF NAME CHANGE: 19690115 FORMER COMPANY: FORMER CONFORMED NAME: DATA SCIENCES INC DATE OF NAME CHANGE: 19751218 FORMER COMPANY: FORMER CONFORMED NAME: DSI SYSTEMS INC DATE OF NAME CHANGE: 19751218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHREIBER WARREN CENTRAL INDEX KEY: 0001083294 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 wsamtwo.txt WARREN SCHREIBER 13D AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 2)* Under the Securities Exchange Act of 1934 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) July 11, 2002 (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 8 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clog II LLC ("Clog II") I.R.S. Identification Number: 11-3578044 Warren Schreiber ("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 II - State of New York Schreiber - United States of America NUMBER OF SHARES 7 SOLE VOTING POWER Clog II - 0 Schreiber - 6,250 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER Clog II - 501,176 Schreiber - 501,176 (represents amounts owned by Clog II) EACH REPORTING 9 SOLE DISPOSITIVE POWER Clog II - 0 Schreiber - 6,250 PERSON WITH 10 SHARED DISPOSITIVE POWER Clog II - 501,176 Schreiber - 501,176 (represents amounts owned by Clog II) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Clog II - 501,176 Schreiber - 507,426 (includes amounts owned by Clog II) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Clog II - 9.8% Schreiber - 9.9% (includes amounts owned by Clog II) 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 $.01 per share (the "Common Stock"), of Conolog Corporation, a Delaware corporation ("Conolog" or the "Issuer"). This statement amends and supplements the Reporting Persons' Schedule 13D, for an event dated November 29, 2000, as filed with the Securities and Exchange Commission on December 11, 2000 (the "Schedule 13D") and Amendment Number 1 to the Schedule 13D, for an event dated May 18, 2001, as filed with the Securities and Exchange Commission on June 19, 2001 ("Amendment No. 1"). 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 II LLC ("Clog II") Warren Schreiber (b) Residence or business address: Clog II: 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 II is a limited liability company whose only current activity is its investment in the Issuer. Mr. Schreiber is a member and manager of Clog II. (d) On or about September 2, 1999, seven individuals (including Mr. Schreiber) and three brokerage firms were indicted in the United States District Court - Southern District of New York on various counts relating to securities. On September 8, 2000, Mr. Schreiber pled guilty to eight counts of securities fraud as well as conspiracy to commit securities fraud, mail fraud, wire fraud and make false statements in public offerings. In February 2001, Mr. Schreiber was sentenced to 63 months to be served in a federal camp. He began serving his sentence in April 2001. 4 (e) Reference is made to Item 2(e) of Amendment No. 1. (f) Clog II 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 hereof. Item 4. Purpose of Transaction. Effective July 11, 2002, Clog II and the Issuer agreed to reduce the dollar amount of convertible debentures subject to the option described in Item 4 of the Schedule 13D to $1,200,000. Clog II now holds an irrevocable option and right to purchase up to $1,200,000 of convertible debentures of the Issuer. Upon issuance, the principal amount of the convertible debentures will be immediately convertible into shares of Common Stock at a conversion price of $2.72 per share (or an aggregate of 441,176 shares of Common Stock). Effective July 12, 2002, Clog II and the Issuer agreed to reduce the conversion price of $25,000 principal amount of convertible debentures of the Issuer (the "Debenture") held by Clog II (as described in Item 4 of Amendment No. 1) to a conversion price of $.4166 per share. Further, on the same date, Clog II converted the full amount of the Debenture into 60,000 shares of Common Stock (the "Shares"). The Issuer and Clog II also agreed on July 12, 2002 that, if the net proceeds received by Clog II from the sale of the Shares during the ninety (90) day period following July 12, 2002 are less than approximately $28,000, the Issuer will issue to Clog II a number of additional shares of Common Stock of the Issuer equal to the amount of the shortfall divided by the last sale price of the Shares sold by Clog II (subject to a maximum amount limitation). Subject to and depending upon the availability of prices deemed favorable by them, the Reporting Persons may choose to exercise the option to acquire the convertible debentures, convert such 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. 5 Item 5. Interest in Securities of the Issuer. (a) Based upon its right to acquire shares as described in Item 4 hereof, Clog II beneficially owns 501,176 shares of Common Stock, which represent 9.8% of the total shares of Common Stock outstanding as of July 15, 2002. Based upon Clog II's right to acquire shares as described above and Schreiber's position as manager of Clog II, Schreiber beneficially owns the 501,176 shares of Common Stock beneficially owned by Clog II. The 507,426 shares of Common Stock beneficially owned by Schreiber represent 9.9% of the total shares of Common Stock outstanding as of July 15, 2002. The percentage for the Reporting Persons was calculated using as the denominator the sum of (i) the 441,176 shares of Common Stock issuable as described in Item 4 hereof, (ii) the 60,000 shares of Common Stock issued to Clog II as described in Item 4 hereof and (iii) the 4,621,546 outstanding shares of Common Stock as of July 15, 2002, based upon the definitive Proxy Statement filed by the Issuer on June 5, 2002. (b) Clog II has shared voting and dispositive power with respect to the 501,176 shares of Common Stock of the Issuer beneficially owned by it. Schreiber has shared voting and dispositive power with respect to the 501,176 shares of Common Stock of the Issuer beneficially owned by Clog II and sole voting and dispositive power with respect to 6,250 shares of Common Stock of the Issuer owned by Schreiber individually. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Reference is made to Item 6 of Amendment No. 1 and Item 4 hereof. Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Amendment to Option Agreement between the Issuer and Clog II LLC, dated as of July 11, 2002. (3) Agreement between the Issuer and Clog II LLC, dated as of July 12, 2002. 6 (4) Power of Attorney from Warren Schreiber to Russell Stern and Robyn Schreiber.1 (5) Power of Attorney from Clog II LLC to Russell Stern and Robyn Schreiber.1 - -------- 1 Incorporated herein by reference to Amendment No. 1. 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: July 17, 2002 Clog II LLC By: /s/ Robyn Schreiber ----------------------------------- Robyn Schreiber, as Attorney-in-fact for Clog II LLC Warren Schreiber By: /s/ Robyn Schreiber ----------------------------------- Robyn Schreiber, as Attorney-in-fact for Warren Schreiber 8 EXHIBIT 1 The undersigned agree that the Amendment Number 2 to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: July 17, 2002 Clog II LLC By: /s/ Robyn Schreiber ----------------------------------- Robyn Schreiber, as Attorney-in-fact for Clog II LLC Warren Schreiber By: /s/ Robyn Schreiber ----------------------------------- Robyn Schreiber, as Attorney-in-fact for Warren Schreiber 9 EX-99 3 optionagramend.txt OPTION AGREEMENT AMENDMENT AMENDMENT TO OPTION AGREEMENT AMENDMENT made this 11th day of July, 2002 to the Option Agreement dated as of the 29th day of November, 2002 (the "Original Agreement") between CONOLOG CORPORATION, a Delaware corporation ("Conolog"), and CLOG II, LLC, a New York limited liability company ("Clog II"). WHEREAS, pursuant to the Original Agreement, Clog II was granted an option to acquire up to $2,040,000 principal amount of convertible debentures of Conolog (the "Option"); WHEREAS, Clog II has exercised the Option to the extent of acquiring $100,000 principal amount of convertible debentures of Conolog; WHEREAS, there remains outstanding a certain convertible debenture of Conolog, dated December 26, 2000, in the principal amount of $25,000; WHEREAS, Conolog and Clog II have agreed to amend the Original Agreement as set forth herein; NOW, THEREFORE, it is agreed as follows: 1. All capitalized terms used herein which are not otherwise defined shall have the respective meanings ascribed to them in the Original Agreement. 2. The parties hereby agree that the remaining dollar amount of Convertible Debentures of Conolog subject to the Option is reduced to $1,200,000. 3. Except as expressly set forth herein, the Original Agreement shall continue in full force and effect in accordance with its terms. INTENTIONALLY LEFT BLANK 4. This Amendment to Option Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute on the same document. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to the Original Agreement as of the date and year first above written. CONOLOG CORPORATION By: /s/ Robert Benou ----------------------------- CLOG II, LLC By: /s/ Robyn Schreiber ---------------------------- Robyn Schreiber EX-99 4 exhibits.txt AGREEMENT AGREEMENT AGREEMENT dated as of the 12th day of July, 2002, by and between CONOLOG CORPORATION ("Conolog"), a Delaware corporation, having an office at 5 Columbia Road, Sommerville, New Jersey 08876 and CLOG II, LLC ("Clog II"), a New York limited liability company, having an address at 64 Shelter Lane, Roslyn, New York 11577. WHEREAS, Clog II was granted an option to acquire up to $2,040,000 principal amount of convertible debentures of Conolog (the "Option"); WHEREAS, Clog II has exercised the Option to the extent of acquiring $100,000 principal amount of convertible debentures of Conolog, of which there remains outstanding only a certain convertible debenture of Conolog, dated December 26, 2000, in the principal amount of $25,000 (the "Debenture"); WHEREAS, immediately prior to the execution hereof, the parties have agreed that the remaining dollar amount of convertible debentures of Conolog subject to the Option is reduced to $1,200,000; WHEREAS, Conolog and Clog II agree that the Debenture shall be converted pursuant to the terms and conditions herein; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Conversion of Debenture. The parties agree that the conversion price for this Debenture (and not with respect to any other debenture that may be issued pursuant to an exercise of the Option) is reduced to $.4166 per share (giving effect to Conolog's one-for-four - 1 - reverse split effectuated on April 10, 2001). Subject to the terms and conditions of this Agreement, Clog II hereby irrevocably exercises its right to convert the Debenture into 60,000 shares of the Common Stock of Conolog (the "Conversion Shares") and Clog II hereby waives any and all accrued but unpaid interest due on the Debentures. 2. Stock Certificates for Conversion Shares. Each certificate evidencing the Conversion Shares shall bear the following legend: "The securities represented hereby have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold, transferred or otherwise disposed of except in compliance with such laws." 3. Issuance of Conversion Shares. In order to exercise the conversion privilege, Clog II is, concurrently with the execution hereof, surrendering the Debenture to Conolog and such Debenture will be canceled and will no longer be an obligation of Conolog. Conolog will instruct the transfer agent to deliver the Conversion Shares to Clog II promptly. 4. Additional Shares. In the event that the net proceeds received by Clog II from the sale of all the Conversion Shares during the ninety (90) day period following its receipt of the certificate representing the Conversion Shares (the "Guaranteed Period") shall be less than $28,166.69 (equal to $25,000 plus all accrued interest on the Debenture through the date hereof), then Conolog will promptly issue to Clog II such number of additional shares of Common Stock of Conolog (the "Additional Shares") as shall equal the shortfall divided by the closing price of the shares of Common Stock of Conolog on the last trade date with respect to the sale of the Conversion Shares provided, however notwithstanding anything to the contrary herein, the total - 2 - number of Additional Shares issued hereunder will not exceed 439,000. Clog II shall provide Conolog proof of the net proceeds received from the sale of all of the Conversion Shares after the sale thereof. 5. Sale of Shares. Clog II agrees to sell no more than an aggregate of 10,000 Conversion and Additional Shares per day at no less than the current bid price per share. 6. Representations of Clog II. Clog II hereby represents and warrants to Conolog as follows: (a) Clog II has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of Clog II. (b) No authorization or approval of, or filing with, or compliance with any applicable order, judgment, decree, statute, rule or regulation of, any court or governmental authority, or approval, consent, release or action of any third party, is required in connection with the execution and delivery by Clog II of, or the performance or satisfaction of any agreement of Clog II contained in or contemplated by, this Agreement. (c) Clog II acknowledges that it and each of its members has received and reviewed all publicly filed documents concerning Conolog and has had an opportunity to meet with and ask questions of the management of Conolog. (d) Clog II and each of its members is an accredited investor within the meaning of Rule 501 of the Commission under the Securities Act of 1933, as amended, (the "Act") has the financial ability to bear the economic risk of its or his investment, can afford to sustain a - 3 - complete loss of such investment and has adequate means of providing for its or his current needs and personal contingencies, and has no need for liquidity in its or his investment in Conolog; and the amount invested in Conolog by Clog II does not constitute a substantial portion of its or his net worth. (e) Clog II is acquiring the Conversion Shares and any Additional Shares for investment and not with a view to the sale or distribution thereof (except pursuant to Rule 144) for its own account and not on behalf of others and has not granted any other person any right or option or any participation or beneficial interest in any of the securities. Clog II acknowledges its understanding that the Conversion Shares constitute and any Additional Shares would constitute restricted securities within the meaning of Rule 144 of the Commission under the Act, and that none of such securities may be sold except pursuant to an effective registration statement under the Act or in a transaction exempt from registration under the Act, and acknowledges that it understands the meaning and effect of such restriction. Clog II has sufficient knowledge and experience in financial and business matters so that it is capable of evaluating the risks and merits of the purchase of the Conversion Shares. Clog II is aware that no Federal or state regulatory agency or authority has passed upon the sale of the Conversion Shares or the Additional Shares or the accuracy or adequacy of any material provided to Clog II and that the price of the Conversion Shares was negotiated between Clog II and Conolog and does not necessarily bear any relationship to the underlying assets or value of Conolog. CLOG II UNDERSTANDS THAT AN INVESTMENT IN THE SHARES BEING PURCHASED BY IT INVOLVES A HIGH DEGREE OF RISK. - 4 - (f) There is no finder's fee or brokerage commission payable with respect to the transactions contemplated by this Agreement and Clog II agrees to indemnify and hold harmless Conolog from and against any and all cost, damage, liability or expense (including fees and expenses of counsel) arising out of or relating to claims for such fees or commissions, except to the extent that any such fees or commissions have been directly incurred by Conolog. 7. Representations and Warranties of the Conolog. Conolog hereby represents and warrants to Clog II as follows: (a) Conolog has the full right, power and authority to enter into this Agreement and to carry out and consummate the transactions contemplated herein. This Agreement constitutes the legal, valid and binding obligation of Conolog. This Agreement has been duly authorized by all necessary corporate action, including, without limitation, Board of Directors approval. (b) Conolog is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power, legal right and authority to conduct its business and own, lease and operate its properties as and in the places where such business is now conducted and such properties are now owned, leased or operated. (c) No representation, warranty or statement, written or oral, made by Conolog in this Agreement or in any schedule, exhibit, certificate or other document furnished or to be furnished to Clog II, including any and all documents filed with the Securities and Exchange Commission within the past 12 months, pursuant hereto or otherwise, in connection with the transactions contemplated hereby, has contained, contains or will contain at the closing date any untrue statement of a material fact or has omitted, omits or will omit at the date hereof a material fact - 5 - required to be stated therein or necessary to make the statements contained therein not misleading. Without limiting the generality of the foregoing, Conolog is current in all filings required under the Exchange Act and will remain so current during the Guarantee Period. (d) There is no finder's fee or brokerage commission payable with respect to the consummation of the transactions contemplated by this Agreement and Conolog agrees to indemnify and hold harmless Clog II from and against any and all cost, damage, liability or expense (including fees and expenses of counsel) arising out of or relating to claims for such fees or commissions, except to the extent that any such fees or commissions have been directly incurred by Clog II. (e) Conolog agrees to direct that its counsel and transfer agent to recognize and promptly give effect to the opinion of counsel of Certilman Balin Adler & Hyman, LLP, counsel to Clog II, attached hereto as Exhibit A, with regard to the saleability of the Conversion Shares and Additional Shares pursuant to Rule 144 (the "Opinion"). Any delay between the issuance of the certificates representing the Conversion Shares to Clog II and the acceptance of the Opinion by the transfer agent shall extend the Guarantee Period. 8. Modifications. This Agreement may not be modified or discharged orally, but only in writing duly executed by the party to be charged. 9. Successors and Assigns. All the covenants, stipulations, promises and agreements in this Agreement shall bind the parties' respective successors and assigns, whether so expressed or not. - 6 - 10. Headings. The headings of the various sections of this Agreement are for convenience of reference only and shall in no way modify any of the terms or provisions of this Agreement. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding choice of law principle thereof. 12. Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as the identity of the parties hereto may require. 13. Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by overnight delivery service and telecopier, addressed to the parties at their respective addresses set forth or referred to on the first page of this Agreement, with copies to their respective counsel, Milberg Weiss Bershad Hynes & Lerach LLP, Attention: Arnold N. Bressler, Esq., One Pennsylvania Plaza, New York, New York 10119 (fax no. (212) 868-1229), in the case of Conolog; and Certilman Balin Adler & Hyman LLP, Attention: Fred S. Skolnik, Esq., 90 Merrick Avenue, East Meadow, New York11554 (fax no. (516) 296-7111), in the case of Clog II, or to such other person or address as may be designated by like notice hereunder. The current fax numbers of Conolog and Clog II are (908) 722-5461 and (516) 625-9538, respectively. - 7 - 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CONOLOG CORPORATION By: /s/ Robert Benou --------------------------- Robert Benou, Chairman and Chief Executive Officer CLOG II, LLC By: /s/ Robyn Schreiber ---------------------------- Robyn Schreiber - 8 - -----END PRIVACY-ENHANCED MESSAGE-----