-----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, WAr5yguQF90QV36d+ex+mHbNRvXf1HjSgXQ6hI16X3EOgDsGs26uVZiYdbaG+zIh jp6zq7q8n0tWZdiktYVrcg== 0001021771-02-000044.txt : 20020806 0001021771-02-000044.hdr.sgml : 20020806 20020805122311 ACCESSION NUMBER: 0001021771-02-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020805 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: 02719329 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 wsamthr.txt WARREN SCHRIEBER SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 3)* 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 6 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 - 0 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 - 0 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 - 501,176 (represents 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 - 9.8% (represents 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"), 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") and Amendment Number 2 to the Schedule 13D, for an event dated May 18, 2001, as filed with the Securities and Exchange Commission on July 19, 2002 ("Amendment No. 2"). This Amendment No. 3 to Schedule 13D is being made to include certain information which was inadvertently omitted from Amendment No. 2. 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. Item 3. Source and Amount of Funds or Other Consideration. See Item 4 hereof. Item 4. Purpose of Transaction. Reference is made to Item 4 of Amendment No. 2. Item 5. Interest in Securities of the Issuer. (a) Based upon its right to acquire shares as described in Item 4 of Amendment No. 2, Clog II beneficially owns 501,176 shares of Common Stock, which represent 9.8% of the total shares of Common Stock outstanding as of August 2, 2002. Based upon Clog II's right to acquire shares as described in Item 4 of Amendment No. 2 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 501,176 shares of Common Stock beneficially owned by Schreiber represent 9.8% of the total shares of Common Stock outstanding as of August 2, 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 of Amendment No. 2, (ii) the 60,000 shares of Common Stock issued to Clog II as described in Item 4 of Amendment No. 2 and (iii) the 4,621,546 outstanding shares of Common Stock as of August 2, 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 4 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. (c) Schreiber sold 6,250 shares of Common Stock of the Issuer in the open market on June 14, 2002 at price of $1.05 per share. (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. 2. 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, 2002.1 (3) Agreement between the Issuer and Clog II LLC, dated as of July 12, 2002.1 (4) Power of Attorney from Warren Schreiber to Russell Stern and Robyn Schreiber.2 (5) Power of Attorney from Clog II LLC to Russell Stern and Robyn Schreiber.2 - -------- 1 Previously filed pursuant to Amendment No. 2. 2 Previously filed pursuant to Amendment No. 1. 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 5, 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 6 EXHIBIT 1 The undersigned agree that the Amendment Number 3 to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: August 5, 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 7 -----END PRIVACY-ENHANCED MESSAGE-----