0001218650-05-000014.txt : 20120626
0001218650-05-000014.hdr.sgml : 20120626
20050224180131
ACCESSION NUMBER: 0001218650-05-000014
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050225
DATE AS OF CHANGE: 20050224
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: DKR CAPITAL PARTNERS LP
CENTRAL INDEX KEY: 0001218650
IRS NUMBER: 340907152
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 1281 EAST MAIN STREET, 3RD FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-324-8400
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 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-18764
FILM NUMBER: 05638366
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
SC 13G
1
conolog1.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under The Securities Exchange Act Of 1934
(Amendment No. )*
Conolog Corp.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title Class Of Securities)
208254805
--------------------------------------------------------------------------------
(CUSIP Number)
DKR Capital Partners LP
1281 East Main Street
Stamford, Connecticut 06902
(203) 324-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2005
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 208254805 13G
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DKR Capital Partners LP.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 250,000 Warrants to Purchase 250,000 shares of
REPORTING common stock;
PERSON 500,000 shares of common stock
WITH
NUMBER OF ----------------------------------------------------------------
SHARES 7 SOLE DISPOSITIVE POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 250,000 Warrants to Purchase 250,000 shares of
common stock;
500,000 shares of common stock
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 Warrants to Purchase 250,000 shares of common stock;
500,000 shares of common stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
If the warrants were exerciseable, the filer would hold over 9.99% of the
Common Stock upon exercise. Notwithstanding the fore- going, the warrants
provide a limitation on the exercise of such warrants, such that the number of
shares of Common Stock that may be acquired by the holder upon exercise of the
warrants shall be limited to the extent necessary to ensure that following such
exercise the total number of shares of Common Stock then beneficially owned by
such holder does not exceed 9.99% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise) for the purposes of Section 13(d) of the Exchange
Act.
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
DKR Capital Partners L.P., a registered investment adviser with the SEC, is the
managing general partner to DKR Oasis Management Company L.P. (DKROMC) and the
investment manager to DKR SoundShore Strategic Holding Fund Ltd. DKROMC acts as
the investment manager to DKR SoundShore Oasis Holding Fund Ltd.
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1.
(A) NAME OF ISSUER:
Conolog Corp
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
5 Columbia Road
Somerville, NJ 08876
USA
ITEM 2.
(A) NAME OF PERSON FILING:
DKR Capital Partners L.P.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
1281 East Main Street
Stamford, CT 06902
(C) CITIZENSHIP:
Delaware, USA
(D) TITLE OF CLASS OF SECURITIES:
Common Stock
(E) CUSIP NUMBER:
208254805
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), THE
PERSON FILING IS:
a. Broker or Dealer registered under Section 15 of the Act,
b. Bank as defined in Section 3(a)(6) of the Act,
c. Insurance Company as defined in Section 3(a)(19) of the Act,
d. Investment Company registered under Section 8 of the Investment Company Act,
e. |X|INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE
INVESTMENT ADVISERS ACT OF 1940
f. Employee Benefit Plan, or Endowment Fund,
g. Parent Holding Company or Control Person,
h. A saving association
i. A church plan that is excluded from the definition of an investment company
j. Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
In aggregate, DKR Capital Partners LP would beneficially own 750,000 shares
of common stock of which 250,000 common shares would be received upon exercise
of the warrants shares.
(B) PERCENT OF CLASS:
9.99%
If the warrants were exerciseable, the filer would hold over 9.99%
of the common stock upon exercise. Notwithstanding the fore-going,
the warrants provide a limitation on the exercise of such warrants,
such that the number of shares of common stock that may be acquired
by the holder upon exercise of the warrants shall be limited to the
extent necessary to ensure that following such exercise the total
number of shares of common stock then beneficially owned by such holder
does not exceed 9.99% of the total number of issued and outstanding
shares of Common Stock (including for such purpose the shares of common
stock issuable upon such exercise) for the purposes of Section 13(d) of
the Exchange Act.
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
NUMBER OF (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
SHARES 0
BENEFICIALLY
OWNED BY (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
EACH 250,000 Warrants to Purchase 250,000 shares
REPORTING of common stock;
PERSON 500,000 shares of common stock
WITH
NUMBER OF (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
SHARES 0
BENEFICIALLY
OWNED BY (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
EACH 250,000 Warrants to Purchase 250,000 shares
REPORTING of common stock;
PERSON 500,000 shares of common stock
WITH
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
DKR Oasis Management Company L.P. (DKROMC) acts as the Investment Manager to
DKR SoundShore Oasis Holding Fund Ltd. As such, DKROMC has the right to receive
or the power to direct the receipts of dividends from, or the proceeds from the
sale of, such security. DKR Capital Partners L.P. is the managing General
Partner to DKROMC and the investment manager to DKR SoundShore Strategic
Holding Fund Ltd.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION
THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED
PURSUANT TO RULE 13D-1(B):
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE
SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS
AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING
OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT
ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH
PURPOSES OR EFFECT.
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 24, 2005
/s/ BRADFORD CASWELL