UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-24884
(Check One): Form 10-K Form 20-F Form 11-K |X| Form 10-Q
Form N-SAR
For Period Ended: December 28, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Cannondale Corporation
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Full Name of Registrant
Former Name if Applicable - N/A
16 Trowbridge Drive
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Address of Principal Executive Office (Street and Number)
Bethel, CT 06801
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
{x} (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
{ } (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
{ } (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
On January 29, 2003, Cannondale Corporation (the "Company") filed a voluntary
petition for relief under chapter 11 of the United States Code (the "Bankruptcy
Code") in the United States Bankruptcy Court in the District of Connecticut
Bridgeport Division ("Bankruptcy Court") (Case No. 03-50117). The Company
manages, and plans to continue to manage, its properties and operate its bicycle
business as a debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the Bankruptcy Code.
Operations under the Company's motorsports division have been suspended pending
sale of that division. The Company's foreign subsidiaries in Europe, Japan and
Australia were not included in the filing.
At this time, key information and resources needed to comply with the Company's
ongoing obligations to file periodic reports with the Securities and Exchange
Commission (the "Commission") cannot be readily obtained by the Company without
undue hardship. As a result, the Company plans to file with the Commission those
reports it files with the Bankruptcy Court, and intends to seek a no-action
position from the Commission accepting the modified reports pending the
resolution of the proceedings in the Bankruptcy Court.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Cynthia S. Hoboken (203) 749-7000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X|Yes No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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Bicycle net shipments for the second quarter and first six months of fiscal 2003
were $31.5 million and $63.2 million, respectively, compared to $32.6 million
and $65.6 million for the respective prior-year periods. As noted above, the
Company plans to continue operating its bicycle business as a debtor-in-
possession under the jurisdiction of the Bankruptcy Court and in accordance with
the applicable provisions of the Bankruptcy Code, but operations of the
motorsports division have been suspended pending sale of that division. Due to
the lack of key information and required resources as of the filing date of this
report, the Company is unable to estimate certain expenses and valuation
allowances associated with the discontinuance of motorsports operations and the
related write-down of certain assets in accordance with FASB Statements No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," and No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." Therefore,
the 2003 net losses for the three and six months ended December 28, 2002 could
be significantly greater than the net losses of $3.4 million and $7.5 million
for the three and six months ended December 29, 2001.
Cannondale Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 12, 2003 By: /s/ Cynthia S. Hoboken
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Cynthia S. Hoboken
Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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