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EX-10.1 - CONOLOG CORPc67196_ex10-1.htm
EX-10.2 - CONOLOG CORPc67196_ex10-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2011

CONOLOG CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

000-08174

 

22-1847286


 


 


(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of incorporation)

 

 

 

Identification No.)

5 Columbia Road,
Somerville, New Jersey 08876
(Address of principal executive offices)

(908) 722-8081
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01. Entry into a Material Definitive Agreement.

Conolog Corporation (the “Company”) entered into subscription agreements, as amended (the “Subscription Agreements”) with 14 accredited investors (the “Subscribers”) for the issuance and sale of an aggregate of 5,114,072 shares in the Company’s common stock, par value $.01 per share (the “Common Stock”) for an aggregate purchase price of $0.10 per share (the “Private Placement”). On October 6, 2011, the Company received proceeds of $511,407.20 from the Subscribers in connection with the Private Placement.

The issuance of the securities is discussed more fully in Section 3.02 of this Current Report on Form 8-K. The information therein is hereby incorporated in this Section 1.01 by reference. The description of the transactions contemplated by the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit filed herewith and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

On October 6, 2011, the Company completed its initial closing of the Private Placement. At the closing, the Company issued and sold an aggregate of 5,114,072 shares to 14 accredited investors at a purchase price of $0.10 per share receiving proceeds of $511,407.20. The Company intends to use the proceeds of the placement for general corporate purposes, including general and administrative expenses. The closing occurred following the satisfaction of customary closing conditions.

The subscription agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the subscription agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements, and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and their agreements.

These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

A Copy of the form of Subscription Agreement relating to the Private Placement is filed as exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

 

 

 

Exhibit No.

 

Description

 

 

 

10.1

 

Form of Subscription Agreement, by and between Conolog Corporation and the Subscribers*

 

 

 

10.2

 

Amendment to Subscription Agreement, by and between Conolog Corporation and the Subscribers*

*Filed 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 hereunto duly authorized.

 

 

 

 

 

 

 

 

 

CONOLOG CORPORATION

 

 

 

 

 

 

Date: October 12, 2011

 

By:

/s/ Robert Benou

 

 

 

 


 

 

 

 

 

Name: Robert Benou

 

 

 

 

 

Title: Chief Executive Officer