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