-----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, LvBz4uCZB2ebQN/74xs/+/tsHi00xMMzm0Ds42SajpXy2fTFHVRw0ncYfTk8rQop fPQBah4K0D8Mk5LCqFQiVw== 0001021771-00-000002.txt : 20000106 0001021771-00-000002.hdr.sgml : 20000106 ACCESSION NUMBER: 0001021771-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000105 GROUP MEMBERS: CLOG LLC GROUP MEMBERS: SCHREIBER WARREN GROUP MEMBERS: THE NYBOR GROUP, INC. GROUP MEMBERS: WARREN SCHREIBER 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 13D/A SEC ACT: SEC FILE NUMBER: 005-18454 FILM NUMBER: 501578 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHREIBER WARREN CENTRAL INDEX KEY: 0001083294 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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) December 31, 1999 (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 LLC I.R.S. Identification Number:11-3479491 The Nybor Group, Inc. I.R.S. Identification Number: 11-3095214 Warren 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 LLC - State of New York The Nybor Group, Inc. - State of New York Warren Schreiber - United States of America NUMBER OF SHARES 7 SOLE VOTING POWER CLOG LLC - 0 The Nybor Group, Inc. - 0 Warren Schreiber - 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER CLOG LLC - 1,400,000 The Nybor Group, Inc. - 0 Warren Schreiber - 1,400,000 (represents amount beneficially owned by CLOG LLC) EACH REPORTING 9 SOLE DISPOSITIVE POWER CLOG LLC - 0 The Nybor Group, Inc. - 0 Warren Schreiber - 0 PERSON WITH 10 SHARED DISPOSITIVE POWER CLOG LLC - 1,400,000 The Nybor Group, Inc. - 0 Warren Schreiber - 1,400,000 (represents amount beneficially owned by CLOG LLC) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLOG LLC - 1,400,000 The Nybor Group, Inc. - 0 Warren Schreiber - 1,400,000 (represents amount beneficially owned by CLOG LLC) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLOG LLC - 20.4% The Nybor Group, Inc. - 0% Warren Schreiber - 20.4% (represents amount beneficially owned by CLOG LLC) 14 TYPE OF REPORTING PERSON* CLOG LLC - CO The Nybor Group, Inc. - CO Warren Schreiber - 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"). 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 to the Reporting Persons' Schedule 13D, filed with the Securities and Exchange Commission ("SEC") on June 28, 1999 ("Amendment No. 2"). Reference is further made to Item 2 of Amendment No. 6 to the Reporting Persons' Schedule 13D, filed with the SEC on October 14, 1999. Item 3. Source and Amount of Funds or Other Consideration. Not applicable. Item 4. Purpose of Transaction. On December 31, 1999, pursuant to a letter agreement of the same date, Conolog and CLOG agreed to extend until December 31, 2001 CLOG's option and right to purchase Conolog convertible debentures pursuant to the terms of the Amended and Restated Option Agreement between CLOG and Conolog, dated May 5, 1999, as described in Amendment No. 2. Also on December 31, 1999, pursuant to a letter agreement of the same date (the "Nybor Letter Agreement"), Nybor and Conolog agreed to amend the terms of the Amended and Restated Consulting Agreement between Nybor and Conolog, dated May 5, 1999 (the "Amended and Restated Consulting Agreement"), as described in Amendment No. 2, to provide that the total number of shares of Common Stock of Conolog to which Nybor was entitled pursuant thereto would be reduced from 1,057,143 to 300,000. Concurrently with the execution of the Nybor Letter Agreement, Nybor delivered to Conolog a stock certificate evidencing the 757,143 excess shares of Common Stock of Conolog previously issued to Nybor pursuant to the Amended and Restated Consulting Agreement. Subject to and depending upon the availability of prices deemed favorable by them, the Reporting Persons may choose to exercise the option to acquire additional convertible debentures described in Amendment No. 2, convert the 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 4 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. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons hold 1,400,000 shares of Common Stock issuable upon the exercise of a currently exercisable option held by CLOG for the purchase of immediately convertible debentures, which represent 20.4% of the total shares of Common Stock outstanding as of December 1, 1999. CLOG has shared voting and dispositive power with respect to such shares of Common Stock, Nybor does not have voting or dispositive power with respect to any shares of Common Stock of Conolog and Mr. Schreiber, as controlling member of CLOG, has shared voting and dispositive power with respect to all of the shares of Common Stock beneficially owned by CLOG. The percentage for the Reporting Persons in the aggregate and for CLOG and Mr. Schreiber individually was calculated using as the denominator the sum of (i) the 1,400,000 shares of Common Stock issuable upon the exercise of a currently exercisable option for the purchase of immediately convertible debentures and (ii) the 6,229,409 outstanding shares of Common Stock as of December 1, 1999, based upon the Quarterly Report on Form 10-Q filed by Conolog for the period ended October 31, 1999 (the "Form 10-Q"), less the 8,776 shares of Common Stock of Conolog indicated in the Form 10-Q as being held as treasury stock, less the 757,143 shares of Common Stock transferred to Conolog from Nybor, as described in Item 4 hereof. (b) See Item 6. (c) See Item 4. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As described in Amendment No. 2, the Restated Option Agreement provides that CLOiG shall vote any shares of Common Stock acquired pursuant to the terms thereof in the same proportion as votes are cast by the other stockholders of Conolog. Item 7. Material to be Filed as Exhibits. (1) Agreement among the Reporting Persons. (2) Letter agreement, dated December 31, 1999, between CLOG and Conolog. (3) Letter agreement, dated December 31, 1999, between Nybor and Conolog. 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: January 3, 2000 CLOG LLC By: /s/ Warren Schreiber ----------------------------- Warren Schreiber, Member /s/ Warren Schreiber -------------------------------- Warren Schreiber THE NYBOR GROUP, INC. By: /s/ Warren Schreiber ------------------------------ Warren Schreiber, President EXHIBIT 1 The undersigned agree that the Amendment to Schedule 13D to which this Agreement is attached is filed on behalf of each one of them. Dated: January 3, 2000 CLOG LLC By: /s/ Warren Schreiber --------------------------------- Warren Schreiber, Member /s/ Warren Schreiber ------------------------------------ Warren Schreiber THE NYBOR GROUP, INC. By: /s/ Warren Schreiber --------------------------------- Warren Schreiber, President EX-99 2 LETTER AGREEMENT EXHIBIT 2 CONOLOG CORPORATION 5 Columbia Road Somerville, New Jersey 08876-3588 Phone No. (908) 722-8081 Fax. No. (908) 722-5461 December 31, 1999 CLOG LLC 64 Shelter Lane Roslyn, New York 11577 Ladies and Gentlemen: Reference is made to the Amended and Restated Option Agreement between Conolog Corporation ("Conolog") and CLOG LLC ("CLOG"), dated as of May 5, 1999 (the "Option Agreement"). This is to set forth out agreement and understanding as follows: 1. Section 2 of the Option Agreement is hereby amended so that CLOG's irrevocable right and option to purchase Conolog's convertible debentures shall terminate at 5:00 p.m. on December 31, 2001. 2. Except as expressly set forth herein, the Option Agreement shall continue in full force and effect in accordance with its original terms. If the foregoing is in accordance with your understanding, kindly so indicate by signing this letter in the place provided below. Very truly yours, CONOLOG CORPORATION By: /s/ Robert S. Benou -------------------------- Robert S. Benou, President AGREED CLOG LLC By: /s/ Warren Schreiber ------------------------- Warren Schreiber, Member EX-99 3 LETTER AGREEMENT EXHIBIT 3 CONOLOG CORPORATION 5 Columbia Road Somerville, New Jersey 08876-3588 Phone No. (908) 722-8081 Fax. No. (908) 722-5461 December 31, 1999 The Nybor Group, Inc. 64 Shelter Lane Roslyn, New York 11577 Ladies and Gentlemen: Reference is made to the Amended and Restated Consulting Agreement between Conolog Corporation ("Conolog") and the Nybor Group Inc. ("Nybor"), dated as of May 5, 1999 (the "Consulting Agreement"). This is to set forth our agreement and understanding as follows: 1. Section 2 of the Consulting Agreement is hereby amended so that the number of shares referred to is changed from 1,057,143 to 300,000. 2. Concurrently with the execution of this Agreement, Nybor is delivering to Conolog stock certificates (s) evidencing in the aggregate 757,143 shares of common stock of Conolog (the "Shares"), together with duly executed stock power(s), with signature guarantee, transferring the Shares to Conolog. 3. Nybor represents and warrants to Conolog that it has full authority to transfer the Shares to Conolog and that the Shares are free of any lien, claim, security interest, pledge or other encumbrance of any nature whatsoever. 4. Within the period required by law, Nybor shall file an amended Schedule 13D and Form 4 disclosing its transfer of the Shares. 5. Concurrently with the execution of this Agreement the Consulting Agreement is hereby terminated and of no further force and effect. 6. Conolog hereby confirms that Nybor has performed all services requested of it by Conolog in a proper manner, and Conolog has no claims against Nybor under the Consulting Agreement or otherwise. If the foregoing is in accordance with your understanding, kindly so indicate by signing this letter in the place provided below. Very truly yours, CONOLOG CORPORATION By:/s/ Robert S. Benou ----------------------------- Robert S. Benou, President AGREED: THE NYBOR GROUP INC. By: /s/ Warren Schreiber --------------------------- Warren Schreiber, President -----END PRIVACY-ENHANCED MESSAGE-----