UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Conolog Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
208254888
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(CUSIP Number)
David B. Manno, Esq.
Sichenzia Ross Friedman Ference LLP,
New York, New York 100006 - (212) 981-6772
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 2009
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(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on
filereporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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 coverage 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).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Benou ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER
592,667
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
592,667
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,667
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.37%(1)
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(1) Based on the Company having 3,619,874 shares of its Common Stock issued and
outstanding (excluding shares held in Treasury) on January 28, 2010
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Schedule 13D relates to shares of the common stock, $.01 par value
per share, of Conolog Corporation, a Delaware corporation (the "Company"). The
address of the principal executive office of the Company is 5 Columbia Road,
Somerville, New Jersey 08876.
Item 2. Identity and Background
(a) Robert Benou
(b) Mr. Benou's business address is 5 Columbia Road, Somerville, New
Jersey 08876.
(c) Mr. Benou is Chairman, Chief Executive Officer and Chief Financial
Officer of the Company.
(d-e) During the last five years, Mr. Benou has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violations
with respect to such laws.
(f) Mr. Benou is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On November 20, 2009, the Company issued Mr. Benou 210,000 shares of
common stock pursuant to the Company's 2009 Stock Incentive Plan, which was
approved by the Company's shareholders at a special meeting held on September
24, 2009.
Item 4. Purpose of Transaction
On November 20, 2009, the Company issued Mr. Benou 210,000 shares of
common stock pursuant to the Company's 2009 Stock Incentive Plan, which was
approved by the Company's shareholders at a special meeting held on September
24, 2009.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mr. Benou is the beneficial owner of 592,667 shares of the
Company's Common Stock. This represents 16.37% of the Company's issued and
outstanding shares.
Item 6. Contracts, Arrangements, Understandings on Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Materials to be Filed as Exhibits
None.
SIGNATURES
After reasonable inquiry, and to the best of the knowledge and belief of the
undersigned, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
/s/ Robert Benou
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Robert Benou
February 2, 2010