UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended: July 31, 2012
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-8174
Conolog Corporation
(Exact Name of registrant as specified in its charter)
Delaware | 22-1847286 |
(State or other Jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
5 Columbia Road
Somerville, NJ 08876
(Address of principal executive offices)
(908) 722-8081
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:
¨ | Large Accelerated Filer | ¨ | Accelerated Filer |
¨ | Non-Accelerated Filer | x | Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of January 15, 2013, there were 21,683,066 shares outstanding of the registrant’s common stock, par value $0.01.
EXPLANATORY NOTE
The purpose of this Amendment No.1 (the “Amendment”) to the Conolog Corporation (the “Company”) annual report on Form 10-K for the year ended July 31, 2012, originally filed with the U.S. Securities and Exchange Commission on January 7, 2013 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made in this Amendment to the Form 10-K. This Amendment speaks as of the original date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 attached hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6.Exhibits.
Exhibit No. | Description | |
101.INS | XBRL Instance Document* | |
101.SCH | XBRL Taxonomy Extension Schema* | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase* | |
101.LAB | XBRL Taxonomy Extension Label Linkbase* | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase* |
*furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CONOLOG CORPORATION |
|||
Date: January 16, 2013 |
By: |
/s/Robert Benou |
|
Name: Robert Benou Title: Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer) |
SUBSEQUENT EVENTS (Detail) (USD $)
|
3 Months Ended | 4 Months Ended | 5 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2012
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Nov. 29, 2012
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Jan. 04, 2013
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Dec. 11, 2012
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Jul. 31, 2012
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Jul. 31, 2011
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Nov. 21, 2012
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Oct. 04, 2012
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Mar. 23, 2012
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Stock Issued During Period, Shares, Other (in Shares) | 802,000 | 68,000 | 1,100,000 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 1,604,000 | 136,000 | |||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 200,500 | $ 17,000 | $ 875,907 | ||||||
Promissory Note Issued | 98,000 | 100,000 | 100,000 | ||||||
Maximum Sale Of Unused Tax Losses | 2,208,444 | 5,707,131 | |||||||
Net Proceeds From Sale Of Unused Tax Losses | 92,732 | 227,945 | |||||||
Repayments of Notes Payable | $ 103,000 | $ 181,350 | $ 60,000 | ||||||
Stock Options [Member]
|
|||||||||
Stock Issued During Period, Shares, Other (in Shares) | 22,614 |
STOCKHOLDERS' EQUITY (DEFICIENCY) (Detail) - Schedule of stock activities (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jul. 31, 2012
|
Jul. 31, 2011
|
Jul. 31, 2010
|
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Number of shares | 2,502,087 | 982,837 | 2,939,036 |
Weighted Average Exercise price (in Dollars per share) | $ 0.63 | $ 3.40 | $ 1.47 |
Weighted Average Remaining contractual term in years | 2 years 160 days | 3 years 87 days | 4 years 171 days |
Aggregated Intrinsic Value (in Dollars) | $ 112,280 | $ 961.539 | |
Granted [Member]
|
|||
Number of shares | 1,604,000 | ||
Weighted Average Exercise price (in Dollars per share) | $ 0.01 | ||
Weighted Average Remaining contractual term in years | 2 years 153 days | ||
Aggregated Intrinsic Value (in Dollars) | $ 112,280 | ||
Exercised [Member]
|
|||
Number of shares | (1,955,782) | ||
Weighted Average Exercise price (in Dollars per share) | $ 0.60 | ||
CancelledOrExpired [Member]
|
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Number of shares | (84,750) | (417) | |
Weighted Average Exercise price (in Dollars per share) | $ 21.00 | $ 25.00 |
NOTES PAYABLE - OFFICER (Detail) (USD $)
|
12 Months Ended | |||||
---|---|---|---|---|---|---|
Jul. 31, 2012
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Nov. 21, 2012
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Oct. 04, 2012
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Mar. 23, 2012
|
Jul. 28, 2011
Notes Payable 1 [Member]
|
Jul. 16, 2012
Notes Payable 2 [Member]
|
|
Promissory Note Issued | $ 98,000 | $ 100,000 | $ 100,000 | $ 256,350 | $ 15,000 | |
Repayments of Related Party Debt | 181,350 | |||||
Promissory Note, Principal Outstanding | $ 190,000 |
INCOME TAXES
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jul. 31, 2012
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Income Tax Disclosure [Text Block] | NOTE 3 – INCOME TAXES The income tax (benefit) is comprised of the following:
The U.S. federal statutory income tax rate is reconciled to the effective rate at July 31, 2012 and 2011, as follows:
In 1998, the State of New Jersey enacted legislation allowing emerging technology and/or biotechnology companies to sell their unused New Jersey Net Operating Loss (“NOL”) Carryover and Research and Development Tax Credits (“R&D” Credits) to corporate taxpayers in New Jersey. During the fiscal year ended July 31, 2012, the Company entered into agreements to sell up to $5,707,131 of its unused tax losses. The Company received net proceeds of $227,945, during the fiscal year ended July 31, 2012, related to the sale and accordingly recorded them as a tax benefit in the period received. During the fiscal year ended July 31, 2011, the Company did not enter into such agreements and did not receive such tax benefits. Deferred taxes are recognized for temporary differences between the bases of assets and liabilities for financial statement and income tax purposes, and net operating losses. The temporary differences causing deferred tax benefits are primarily due to net operating loss carry forwards. At July 31, 2012 and 2011, the Company has net operating loss carry forward for federal income tax purpose of approximately $30,341,000 and $29,218,000 respectively, which is available to offset future Federal taxable income through 2030. At July 31, 2012 and 2011, the Company has net operating loss carryforward toward state income tax purposes of approximately $4,242,000 and $9,223,000 respectively, to offset future state taxable income through 2030. The tax provision for the fiscal year ended July 31, 2012, was a tax benefit of $226,361 which consists of a tax benefit for the sale of NJ NOL’s of $227,945, New Jersey State tax refunds of $4,800 and New Jersey state tax expense of $6,384 and for the fiscal year ended July 31, 2011, was a tax expense of $3,792. The Company has no open tax years for the State of New Jersey or federal income tax purposes, which are subject to examination. The components of the net deferred tax assets (liabilities) at July 31, 2012 and 2011 are as follows:
The Company periodically assesses the likelihood that it will be able to recover its deferred tax assets and determines if a valuation allowance is necessary. As a result of this analysis the Company concluded that it is more likely than not that its deferred tax assets will not be recovered and, accordingly, recorded 100% of the deferred tax asset to a valuation allowance as of July 31, 2012 and July 31, 2011. The Company accounts for the recognition, measurement, presentation and disclosure of uncertain tax positions in accordance with the provisions of ASC 740-10 (Accounting for Uncertainty in Income Taxes). The Company evaluates these unrecognized tax benefits each reporting period. As of July 31, 2012, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $135,000. The unrecognized tax benefit is the result of the Company’s position to deduct the write off of the obsolete inventory for income tax purposes. The Company maintains some of its obsolete inventory utilization in repairing its products previously sold in accordance with the Company’s warranty program. The Company, over the years, has discarded obsolete inventory; however, the company did not keep a detailed log of the inventory that was discarded. These inventory items were written down to zero in the Company’s inventory system as they were deemed to have no value and therefore the Company deducted the amounts on its income tax returns. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
The Company and its subsidiaries are subject to United States federal income tax as well as income tax of multiple state jurisdictions. These uncertain tax positions are related to the Sale of the Company’s NJ NOL’s and are within the tax years that remain subject to examination by the relevant taxing authorities. It is reasonably possible that the amount of unrecognized tax benefits will increase or decrease in the next twelve months. These changes may be the result of new state audits. The balance of the unrecognized tax benefits is primarily related to uncertain tax positions for which there are no current ongoing federal or state audits and therefore, an estimate of the range of the reasonably possible outcomes cannot be made. The Company has recorded accrued interest of $31,000 and $16,000 as of July 31, 2012 and July 31, 2011 respectively, which has been included in accrued expenses in the Balance Sheet. During the fiscal years ended July 31, 2012 and July 31, 2011 the Company included $15,000 and $11,000 of interest expense in the statement of operations. |
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