SELLING STOCKHOLDERS
The following table sets forth, as of February 15, 2005, information regarding the beneficial ownership of our common stock by the Selling Shareholders. In the table below, the percentage ownership after the offering is based upon the assumed sale by the Selling Shareholders of all shares they may offer for sale pursuant to this prospectus. Beneficial ownership is determined according to the rules of the SEC, and generally means that person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options that are currently exercisable or exercisable within 60 days. The percentages for each Selling Stockholder are calculated based on 6,074,061 shares our common stock issued and outstanding as of February 15, 2005, plus the additional shares that the Selling Stockholder is deemed to beneficially own as set forth in the
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table. The shares offered by this prospectus shall be deemed to include shares offered by any pledge, donee, transferee or other successor in interest of any of the Selling Shareholders below, provided that this prospectus is amended or supplemented if required by applicable law.
The information in this table is based upon information provided by each respective Selling Shareholder.
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Beneficial Ownership Before This Beneficial Ownership After
Offering This Offering
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Shares Being
# of Shares % of Shares Offered # of Shares % of Shares
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Bristol Investment Fund Ltd. (1)** 96,774 1.59 145,161 0 *
Caledonian House, Jennet Street
George Town, Grand Cayman
Cayman Islands
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Cityplatz Limited (2)** 338,710 5.57 508,065 0 *
12-14 Finch Road
Douglas
Isle of Man IM99 ITT
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DKR Soundshore Strategic Holding** 127,837 2.10 150,000 27,837 *
Fund Ltd. (3)
29 Richmond Road
Pembroke HM08
Bermuda
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DKR Soundshore Oasis Holding Fund** 511,926 8.42 600,000 111,962 1.84
Ltd. (4)
29 Richmond Road
Pembroke HM08
Bermuda
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Excalibur Limited Partnership (5)** 150,000 2.46 225,000 0 *
33 Prince Arthur Avenue
Toronto, Ontario
Canada M5R 1B2
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Omicron Master Trust (6)** 50,000 * 75,000 0 *
c/o Winchester Global Trust
Company
Williams House
20 Reid Street
Hamilton HM 11
Bermuda
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SRG Capital Off-shore** 129,032 2.12 193,548 0 *
Walkers (7)
P.O. Box 265 GT
Walker House, Mary Street
Grand Cayman, Cayman Islands
BWI
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Beneficial Ownership Before This Beneficial Ownership After
Offering This Offering
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Shares Being
# of Shares % of Shares Offered # of Shares % of Shares
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StoneStreet Limited** 48,387 * 72,581 0 *
Partnership (8)
33 Prince Arthur Avenue
Toronto, Ontario M5R 1B2
Attention: Michael Finkelstein
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Whalehaven Capital Fund Limited** 56,452 * 84,678 0 *
(9)
3rd Floor, 14 Par-Laville Road
Hamilton HM08
Bermuda
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First Montauk Securities Corp.** 0 * 273,871 0 *
(10)
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* Less than one percent.
** The warrants issued to the selling stockholders provide that the holder of such warrant shall not be entitled to exercise the warrant on an exercise date in connection with that number of shares of common stock set which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates on an exercise date, and (ii) the number of shares of common stock issuable upon the exercise of the warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of common stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act and Regulation 13d-3 thereunder. Subject to the foregoing, the holder shall not be limited to aggregate exercises which would result in the issuance of more than 9.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the holder to the Company. The holder may allocate which of the equity of Conolog Corporation deemed beneficially owned by it shall be included in the 9.99% and which shall be allocated to the excess above 9.99%.
(1) The beneficial ownership of Bristol Investment Fund does not include 48,387 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 48,387 shares of our common stock which may be acquired upon the exercise of warrants. Paul Kessler is the manager of Bristol Capital Advisors LLC, the investment advisor to Bristol Investments, Ltd., and as such has voting and investment control over these securities. Mr. Kessler disclaims beneficial ownership of these securities.
(2) The beneficial ownership of Citiplatz Limited does not include 169,355 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 169,355 shares of our common stock, which may be acquired upon the exercise of warrants. Gordon Mundy is the director of Citiplatz Limited and as such has voting and investment control over these securities. Mr. Mundy disclaims beneficial ownership of these securities.
(3) The beneficial ownership of DKR Soundshore Strategic Holding Fund Ltd. does not include 50,000 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 50,000 shares of our common stock which may be acquired upon the exercise of warrants. DKR Capital Partners L.P., pursuant to an investment management agreement with DKR Soundshore Strategic Holding Fund Ltd., has voting and investment authority over DKR Soundshore Stragegic Holding Fund Ltd. DKR Soundshore Strategic Holding Fund Ltd. is multimanaged with respect to the shares covered by this prospectus. Seth Fischer has ultimate trading authority. Mr. Fischer disclaims beneficial ownership over these securities.
(4) The beneficial ownership of DKR Soundshore Oasis Holding Fund Ltd. does not include 200,000 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 200,000 shares of our common stock, which may be acquired upon the exercise of warrants. DKR Oasis Management Company LP, pursuant to an investment management agreement with DKR Shounshore Oasis Holding Fund Ltd., has voting and investment authority over DKR Soundshore Oasis Holding Fund Ltd. Seth Fisher is the managing partner of Oasis Management Holdings LLC, one of the general partners of DKR Oasis Management Company, LP. and as such has ultimate trading authority over DKR Soundshore Oasis Holding Fund Ltd. Mr. Fischer disclaims beneficial ownership over these securities.
(5) The beneficial ownership of Excalibur Limited Partnership does not include 75,000 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 75,000 shares of our common stock, which may be acquired upon the exercise of warrants. Will Hechter is the president of Excalibur Limited Partnership and as such has voting and investment control over these securities. Mr. Hechter disclaims beneficial ownership of these securities.
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(6) The beneficial ownership of Omnicron Master Trust does not include 25,000 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered includes 25,000 shares of our common stock, which may be acquired upon the exercise of warrants. Omicron Capital; L.P., a Delaware limited partnership ("Omicron Capital"), serves as investment manager to omicron Master Trust, a trust formed under the laws of Bermuda ("Omicron"), Omicron Capital, Inc., a Delaware corporation MCI"), serves-as general partner of Omicron Capital and Winchester Global Trust Company Limited ("Winchester") serves as the trustee of Omicron. By reason of such relationships, Omicron Capital and OCI may be deemed to share dispositive power over the shares of our common stock owned by Omicron, and Winchester may be deemed to share voting and dispositive power over the shares of our common stock owned by Omicron. Omicron Capital, OCI and Winchester disclaim beneficial ownership of such shares of our common stock. Omicron, Capital has delegated authority from the board of directors of Winchester regarding the portfolio management decisions with respect to the shares of common stock owned by Omicron and, as of February 15, 2005, Mr. Olivier H. Morali and Mr. Bruce T. Bernstein, officers of OCI, have delegated authority from the board of directors of OCI regarding the portfolio management decisions of Omicron Capital with respect to the shares of common stock owned by Omicron. By reason of such delegated authority, Messrs. Morali and Bernstein may be deemed to share dispositive power over the shares of our common stock owned by 0micron. Messrs. Morali and Bernstein disclaim beneficial ownership of such shares of our common stock and neither of such persons has any legal right to maintain such delegated authority. No other person has sole or shared voting or dispositive power with respect to the shares of our common stock being offered by Omicron, as those terms are used for purposes under Regulation 13D-G of the Securities Exchange Act of 1934, as amended. Omicron and Winchester are not "affiliates" of one another, as that term is used for purposes of the Securities Exchange Act of 1934, as amended, or of any other person named in this prospectus as a selling stockholder. No person or "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1984, as amended, or the SEC's Regulation 13D-G) controls Omicron and Winchester.
(7) The beneficial ownership of SRG Capital Offshore Walkers does not include 64,516 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. SRG Capital is an affiliate of a broker-dealer. At the time SRG Capital purchased the shares it is offering pursuant to this prospectus, it did not have any agreements or understandings directly or indirectly with any person to distribute shares of Conolog's common stock. The number of shares being offered includes 64,516 shares of our common stock, which may be acquired upon the exercise of warrants. Edwin Mecake and Tai May Lee are employees of SRG Capital Offshore Walkers and jointly have voting and investment control over these securities. Edwin Mecake and Tai May Lee disclaim beneficial ownership of these securities.
(8) The beneficial ownership of StoneStreet Limited Partnership does not include 24,194 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered include 24,194 shares of our common stock, which may be acquired upon the exercise of warrants. Michael Finkelstein is the president of StoneStreet Limited Partnerhsip and as such has voting and investment control over these securities. Mr. Finkelstein disclaims beneficial ownership of these securities.
(9) The beneficial ownership of Whalehaven Capital Fund Limited does not include 28,226 shares of our common stock which will be acquired upon exercise of a warrant with an exercise price of $5.15 per share, because this warrant cannot be exercised until June 5, 2005. The number of shares being offered include 28,226 shares of our common stock, which may be acquired upon the exercise of warrants. Elkan Schemenauer, Arthur Jones and Jennifer Kelly have voting and investment control over these securities. Elkan Schemenauer, Arthur Jones and Jennifer Kelly disclaim beneficial ownership of these securities.
(10) First Montauk Securities Corp. acted as the selling agent in the sale of our common stock and received a warrant to purchase 273,871 shares of our common stock at a purchase prince of $5.15 per share. The shares of our securities beneficially owned by First Montauk Securities Corp. do not include shares issuable upon the exercise of the warrant issued to it because such warrants cannot be exercised until June 5, 2005. First Montauk Securities Corp. is a registered broker-dealer. |
