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): December 3, 2010
Conolog Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware |
000-08174 |
22-1847286 |
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5 Columbia Road, Somerville, New Jersey |
08876 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant's telephone number, including area code: (908) 722-8081
n/a (Former name or former address, if changed from last report)
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_____________________
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 3.02 Unregistered Sales of Equity Securities
From December 3, 2010 through December 13, 2010, the Company issued an aggregate of 625,000 shares of Common Stock upon the conversion of outstanding Secured Convertible Notes in the aggregate principal amount of $187,500, and an aggregate of 136,263 shares of Common Stock as interest on Secured Convertible Notes in the aggregate amount of $35,769. The Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Item 8.01. Other Events
On December 13, 2010, Conolog Corporation (the Company) received a determination from the Listing Qualifications Panel of The NASDAQ Stock Market LLC (the Panel) indicating that the Panel had granted the Companys request for an extension to remain listed on The NASDAQ Stock Market (NASDAQ), subject to certain revised conditions. The December 13, 2010 determination follows the Panels initial decision, dated October 19, 2010, the terms of which were reported on an 8-K filed with the Securities and Exchange Commission (SEC) on October 22, 2010 as modified by the Panels determination, dated November 3, 2010 granting an extension to the Company the terms of which were reported on a Form 8-K filed with the SEC on November 3, 2010, as modified by the Panels determination on November 23, 2010 granting an extension to the Company the terms of which were reported on a Form 8-K on November 24, 2010. The Companys continued listing on NASDAQ is now conditioned upon the following conditions:
1. On or before January 14, 2011, the Company shall inform the Panel that it has held its annual shareholders meeting.
2. On or before January 31, 2011, the Company shall disclose on Form 8-K the completion of a financing and the resulting stockholders equity, which shall be at least $2.5 million. The Company shall also, by this date, provide information to the Panel sufficient to demonstrate to the Panels satisfaction that the Company can maintain compliance with the equity requirement throughout the coming year.
This determination represents the full extent of the Panels authority to grant an exception and allow continued listing while the Company remains deficient in stockholders equity. The Company is working to timely satisfy the terms of the Panels decision; however, there can be no assurance that it will be able to do so. Should the Company be unable to meet the exception requirement, the Panel will issue a final determination to delist the Companys shares and suspend trading of the Companys shares on The Nasdaq Stock Market effective on the second business day from the date of the final determination.
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.
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CONOLOG CORPORATION |
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By: /s/ Marc. Benou_______ | |||
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Marc Benou |
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President |
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Dated: December 16, 2010