Certificate Of Amendment Certificate Of Incorporation - CONOLOG CORP - 2-18-2005

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Certificate Of Amendment Certificate Of Incorporation - CONOLOG CORP - 2-18-2005 Powered By Docstoc
					EXHIBIT 3.8 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DSI SYSTEMS, INC. ****************************************************************** Under Section 242 of the Delaware General Corporation Law ****************************************************************** We, Robert S. Benno, President, and Arpad Havasy, Secretary, of DSI SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), do hereby certify that: FIRST: The Certificate of Incorporation of the Corporation has been amended by striking out the whole of Article FIRST thereof as it now exists and inserting in lieu and instead thereof a new Article FIRST, reading as follows: "FIRST: The name of the corporation is CONOLOG CORPORATION." SECOND: The foregoing amendment was duly approved and adopted by the Board of Directors of the Corporation and duly consented to, approved and adopted by the holders of record of a majority of the outstanding stock of each class of the Corporation entitled to vote thereon, said consent of stockholders having been given in writing in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: Written notice to those stockholders entitled to vote thereon who have not consented in writing to the foregoing amendment to the Certificate of Incorporation of the

Corporation has been given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, we have signed this Certificate this 9th day of June, 1975. Robert S. Benno, President Arpad Havasy, Secretary

EXHIBIT 3.9 CERTIFICATE OF OWNERSHIP AND MERGER of INIVEN CORPORATION by CONOLOG CORPORATION

Pursuant to Section 253 of the General Corporation Law of the State of Delaware

CONOLOG CORPORATION, a corporation formed under the laws of the State of Delaware, desiring to merge INIVEN CORPORATION pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: Conolog Corporation is a corporation formed under the laws of the State of Delaware, and its Certificate of Incorporation was filed in the office of the Secretary of State on the 19th day of November, 1968. Iniven Corporation is a corporation formed under the laws of the State of New Jersey, and its Certificate of Incorporation was filed in the office of the Department of State of New Jersey on the 14th day of September, 1979. SECOND: The Board of Directors of Conolog Corporation, by resolutions duly adopted on the 30th day of November, 1983, determined to merge Iniven Corporation and to assume all of its obligations said resolutions being as follows: "WHEREAS, this corporation has acquired and now lawfully owns all of the stock of Iniven Corporation and desires to merge said corporation; "NOW, THEREFORE, BE IT RESOLVED, that this corporation merge and it does hereby merge said Iniven Corporation and does hereby assume all of its obligations; and "FURTHER RESOLVED, that the proper officers of this corporation be, and they hereby are, authorized and directed to make and execute, in its name and under its corporate seal, and to file in the proper public offices, a certificate of such ownership, setting forth a copy of these resolutions."

IN WITNESS WHEREOF, said Conolog Corporation has caused this Certificate to be executed by its officers thereunto duly authorized this 20th day of December, 1983. CONOLOG CORPORATION By: President ATTEST: Secretary

Exhibit 3.10 Certificate of Amendment of Certificate of Incorporation of Conolog Corporation

Under Section 242 of the Delaware General Corporation Law

Conolog Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof numbered fourth so that, as amended, said article FOURTH shall be and read as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is six million five hundred thousand (6,500,000) shares of which five hundred thousand (500,000) shares having a par value of $.50 per share are to be classified as Preferred Stock and six million (6,000,000) shares, having a par value of $1.00 per share are to be classified as Common Stock. Each one hundred (100) shares of the Corporation's Common Stock, par value $.01 per share, issued and outstanding as of the close of business on the date this Certificate of Amendment is filed shall be converted and reclassified into one (1) share of the Corporation's Common Stock par value $1.00 per share, so that each share of the Corporation's Common Stock issued and outstanding is hereby converted and reclassified. No fractional interests resulting from such conversion shall be issued, but in lieu thereof, the Corporation will pay cash for each currently issued and outstanding share of Common Stock, par value $.01 per share, representing such fractional interest at a price equal to the average of the closing bid and ask prices of the Corporation's Common Stock as reported on the OTC Bulletin Board on the day prior to the effectiveness of this Certificate of Amendment." 2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate this 15th day of August, 1995. Robert S. Benou, President ATTEST: Arpad J. Havasy, Secretary

Exhibit 3.11 Certificate of Amendment of Certificate of Incorporation of Conolog Corporation

Under Section 242 of the Delaware General Corporation Law

CONOLOG CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof numbered fourth so that, as amended, said Article FOURTH shall be and read as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is twenty-two million (22,000,000) shares of which two million (2,000,000) shares having a par value of $.50 per share are to be classified as Preferred Stock and twenty million (20,000,000) shares, having a par value of $1.00 per share are to be classified as Common Stock. Each one hundred (100) shares of the Corporation's Common Stock, par value $.01 per share, issued and outstanding as of the close of business on August 17, 1995 shall be converted and reclassified into one (1) share of the Corporation's Common Stock par value $1.00 per share, so that each share of the Corporation's Common Stock, $.01 par value, issued and outstanding is hereby converted and reclassified. No fractional interests resulting from such conversion shall be issued, but in lieu thereof, the Corporation will pay cash for each currently issued and outstanding share of Common Stock, par value $.01 per share, representing such fractional interest at a price equal to the average of the closing bid and ask prices of the Corporation's Common Stock as reported on the OTC Bulletin Board on August 16, 1995." 2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate this 18th day of November, 1996. Robert S. Benou, President ATTEST: Arpad J. Havasy, Secretary

Exhibit 3.12 Certificate of Amendment of Certificate of Incorporation of Conolog Corporation

Under Section 242 of the Delaware General Corporation Law

Conolog Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof numbered fourth so that, as amended, said Article FOURTH shall be and read as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is twenty-two million (22,000,000) shares of which two million (2,000,000) shares having a par value of $.50 per share are to be classified as Preferred Stock and twenty million (20,000,000) shares, having a par value of $.01 per share are to be classified as Common Stock. 2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon. IN WITNESS WHEREOF, we have signed this Certificate this 17th day of June, 1999.
/s/ Robert S. Benou --------------------------------------------Robert S. Benou, President ATTEST:

/s/ Marc R. Benou -----------------------------------Marc R. Benou, Assistant Secretary

Exhibit 3.13 Certificate of Amendment of Certificate of Incorporation of CONOLOG CORPORATION

Under Section 242 of the Delaware General Corporation Law

Conolog Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof numbered fourth so that, as amended, said Article FOURTH shall be and read as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is twenty-two million (22,000,000) shares, of which two million (2,000,000) shares having a par value of $.50 per share are to be classified as Preferred Stock and twenty million (20,000,000) shares, having a par value of $.01 per share are to be classified as Common Stock. Each four (4) shares of the Corporation's Common Stock, par value $.01 per share, issued and outstanding as of the close of business on April 19, 2001 (the "Record Date") shall be converted and reclassified into one (1) share of the Corporation's Common Stock, par value $.01 per share. No fractional interests resulting from such conversion shall be issued, but in lieu thereof, the Corporation will pay cash for each currently issued and outstanding share of Common Stock, par value $.01 per share, representing such fractional interest at a price equal to the average of the closing bid and ask prices of the Corporation's Common Stock as reported on the Nasdaq SmallCap Market on the Record Date." 2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, we have signed this Certificate this 18th day of April, 2001
/s/ Robert S. Benou -------------------------------------Robert S. Benou, President

Exhibit 3.14 Certificate of Amendment of Certificate of Incorporation of CONOLOG CORPORATION

Under Section 242 of the Delaware General Corporation Law

Conolog Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation") hereby certifies as follows: 1. The Certificate of Incorporation of the Corporation is hereby amended by changing the article thereof numbered fourth so that, as amended, said Article FOURTH shall be and read as follows: "FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is twenty-two million (22,000,000) shares, of which two million (2,000,000) shares having a par value of $.50 per share are to be classified as Preferred Stock and twenty million (20,000,000) shares, having a par value of $.01 per share are to be classified as Common Stock. Each ten (10) shares of the Corporation's Common Stock, par value $.01 per share, issued and outstanding as of the close of business on January 9, 2003 (the "Record Date") shall be converted and reclassified into one (1) share of the Corporation's Common Stock, par value $.01 per share. Any fractional shares resulting from such conversion will be rounded up to the nearest whole number." 2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon. IN WITNESS WHEREOF, we have signed this Certificate this 6th day of January, 2003.
/s/ Robert S. Benou ----------------------------------Robert S. Benou, President Chairman & Chief Executive Officer

[MILBERG WEISS LOGO] Exhibit 5.1 February 15, 2005 To the Subscribers Listed on Exhibit A Attached Hereto Re: Conolog Corporation Ladies and Gentlemen: We are counsel to Conolog Corporation ("Conolog"). This opinion is delivered to you pursuant to Section 5 of the Subscription Agreement dated as December 3, 2004 pursuant to which the Subscribers on Exhibit A are purchasing an aggregate of 1,369,355 shares of the Common Stock of Conolog and warrants to purchase an aggregate of 684,678 shares of the common stock of Conolog (the "Subscription Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Subscription Agreement. We have examined originals or copies certified or otherwise identified to our satisfaction of all such records, agreements and other instruments of Conolog as well as certificates of public officials and other documents which we have deemed necessary as a basis of the opinions hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of documents submitted to us as certified, conformed or photocopies. As used herein, the expression "to the best of our knowledge" is limited to our actual knowledge based upon discussions with Conolog's officers. You have not asked us to pass upon the Subscribers' power and authority to enter into the Subscription Agreement or to effect the transactions contemplated thereby and, for the purposes of this opinion, we are assuming, without investigation, that (i) the Subscribers have all of the requisite power and authority and has taken all necessary actions to enter into the Subscription Agreement and to effect the transactions contemplated thereby and (ii) the Subscription Agreement (and all ancillary agreements, documents and instruments relating thereto) have been duly executed and delivered by, and are valid and binding on and enforceable against, all parties thereto other than Conolog. We are also assuming the accuracy of the representations and warranties of each of the Subscribers contained in the Subscription Agreement. On the basis of the foregoing, we are of the opinion that: 1. Conolog is a corporation validly existing and in good standing under the laws of the State of Delaware.

To the Subscribers Listed on Exhibit A Page 2 2. Conolog has the requisite corporate power and authority to execute, deliver and perform its obligations under the Subscription Agreement. All required corporate action on the part of Conolog and its officers and directors has been taken for: (i) the authorization of the Subscription Agreement and the performance of all obligations of Conolog thereunder on the Closing Date and (ii) the authorization, sale, issuance and delivery of the Shares and the Warrants pursuant to the Subscription Agreement. The Shares, when issued pursuant to and in accordance with the terms of the Subscription Agreement upon delivery shall be validly issued and outstanding, fully paid and non-assessable. The issuance and sale of the Warrants and the Warrant Shares issuable upon exercise of the Warrants have been duly authorized and, when such Warrant Shares have been duly delivered against payment therefore such Warrant Shares will be validly issued fully paid and non-assessable. 3. As of the date hereof, the execution, delivery and performance of the Subscription Agreement by Conolog and the consummation of the transactions on its part contemplated by any thereof, does not, with or without the giving of notice or the passage of time or both: (a) violate the provisions of the Certificate of Incorporation or bylaws of Conolog; or (b) to the best of our knowledge, violate any judgment, decree, order or award of any court binding upon Conolog. 4. As of the date hereof, the Subscription Agreement constitutes valid and legally binding obligations of Conolog, and as of the date hereof is enforceable against Conolog in accordance with its terms, except as limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; and (b) general principles of equity that restrict the availability of equitable or legal remedies. 5. To the best of our knowledge, the sale of the Shares is not subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. 6. To the best of our knowledge, neither the Warrants nor the Warrant Shares issuable upon exercise thereof will be subject to preemptive rights of any stockholder of Conolog. 7. To the best of our knowledge, there is no action, suit, proceeding or investigation pending or, to our knowledge, currently threatened against Conolog that prevents the right of Conolog to enter into the Subscription Agreement or to consummate the transactions contemplated thereby.

To the Subscribers Listed on Exhibit A Page 3 8. To the best of our knowledge, Conolog is not a party to or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. 9. Assuming the accuracy of the representations and warranties of the Subscribers contained in the Subscription Agreement, the offer, sale and issuance of the Securities on the Closing Date will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). To the best of our knowledge, neither Conolog, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the Shares pursuant to the Subscription Agreement to be integrated with prior offerings by Conolog for purposes of the Securities Act which would prevent Conolog from selling the Shares pursuant to Regulation S under the Securities Act. We note that we are members of the bar of the State of New York and our opinion is limited to matters governed by the federal laws of the United States and the laws of the State of New York. This letter is intended solely for your benefit and is not to be quoted or used in any way without the prior written consent of this firm. Very truly yours, Milberg Weiss Bershad & Schulman LLP cc: Conolog Corporation

SCHEDULE A BRISTOL INVESTMENT FUND, LTD. Caledonian House, Jennet Street George Town, Grand Cayman Cayman Islands CITYPLATZ LIMITED 12-14 Finch Road Douglas Isle of Man IM99 ITT DKR SOUNDSHORE OASIS HOLDING FUND LTD. 29 Richmond Road, Pembroke HM08, Bermuda DKR SOUNDSHORE STRATEGIC HOLDING FUND LTD. 29 Richmond Road Pembroke HM08 Bermuda EXCALIBUR LIMITED PARTNERSHIP 33 Prince Arthur Avenue Toronto, Ontario Canada M5R 1B2 Attention: Will Hechter OMNICRON MASTER TRUST c/o Winchester Global Trust Company Williams House 20 Reid Street Hamilton HM 11 SRG CAPITAL OFF-SHORE Walkers PO BOX 265 GT Walker House, Mary St. Grand Cayman, Cayman Islands BWI STONESTREET LIMITED PARTNERSHIP 33 Prince Arthur Avenue Toronto, Ontario M5R 1B2 Attention: Michael Finkelstein WHALEHAVEN CAPITAL FUND LIMITED 3rd Floor, 14 Par-Laville Road Hamilton, Bermuda HM08 Attention: Evan Schemenauer

Bermuda

EXHIBIT 23.1 [LOGO] BAGWELL, JOSEPHS High Ridge Commons & COMPANY, L.L.C. Suites 400-403 Certified Public Accountants 200 Haddonfield Berlin Road Gibbsboro, New Jersey 08026 P: 856-346-2828 F: 856346-2882 Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on form SB-2 of our report dated October 21, 2004, relating to the financial statements of Conolog Corporation and to the reference to our Firm under the caption "Experts" in the Prospectus.
/s/ BAGELL, JOSEPHS & COMPANY, LLC BAGELL, JOSEPHS & COMPANY, LLC

Gibbsboro, New Jersey February 17, 2005