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): April 23, 2003
CANNONDALE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24884 06-0871823
(State or other (Commission File (I.R.S. Employee
jurisdiction of incorporation) Number) Identification Number)
16 Trowbridge Drive, Bethel, Connecticut 06801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-749-7000
Item 5. Other Events and Required FD Disclosure.
Cannondale Corporation ("the "Company") filed its monthly operating report for
the month ending February 22, 2003 (the "Operating Report") with the United
States Bankruptcy Court for the District of Connecticut (Bridgeport Division) on
April 24 2003, a copy of which is attached hereto as Exhibit 99.1, in connection
with its voluntary petition for reorganization under Chapter 11 of Title 11 of
the United States Bankruptcy Code filed on January 29, 2003.
The Company cautions readers not to place undue reliance upon the information
contained therein. The Operating Report contains unaudited information, is
limited in scope, covers a limited time period and is in a format prescribed by
the applicable bankruptcy laws. There can be no assurance that the Operating
Report is complete. The Operating Report also contains information for periods
that may be shorter or otherwise different from those required to be contained
in the Company's reports pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such information may not be indicative of the
Company's financial condition or operating results for the periods reflected in
the Company's financial statements. Moreover, the Operating Report and other
communications from the Company may include forward-looking statements subject
to various assumptions regarding the Company's operating performance that may
not be realized and are subject to significant business, economic and
competitive uncertainties and contingencies, including those described in this
report, many of which are beyond the Company's control. Consequently, such
matters should not be regarded as a representation or warranty by the Company
that such matters will be realized or are indicative of the Company's financial
condition or operating results for future periods or the periods covered in the
Company's reports pursuant to the Exchange Act. Actual results for such periods
may differ materially from the information contained in the Operating Report,
and the Company undertakes no obligation to update or revised the Operating
Report.
The Operating Report, as well as other statements made by the Company may
contain forward-looking statements, as defined by the Private Securities
Litigation Reform Act of 1995, that reflect, when made, the Company's current
views with respect to current events and financial performance. Actual results
may differ materially from those anticipated as a result of various risks and
uncertainties, including, but not limited to, the following: the ability of the
Company to maintain sufficient debtor-in-possession financing to fund its
operations and the expenses of the Chapter 11 process; the ability of the
Company to close a definitive agreement with Pegasus Partners II, L.P.; the
Company's ability to obtain court approval with respect to motions in the
Chapter 11 proceeding prosecuted by it from time to time; the ability of the
Company to develop, prosecute, confirm and consummate a plan of reorganization
with respect to the Chapter 11 proceeding; the ability of the Company to obtain
and maintain normal terms with its vendors and dealers; the Company's ability to
maintain contracts that are critical to its operations; the potential adverse
impact of the Chapter 11 proceeding on the Company's liquidity or results of
operations; the ability of the Company to attract and retain customers; as well
as those risks and uncertainties discussed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
publish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events,
except as required by law.
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The Company believes that there will be insufficient funds from the proceeds of
the asset sales to the affiliates of Pegasus Partners II, L.P. to fully satisfy
the claims of its creditors. Accordingly, the Company also believes that its
equity has no value and that its existing stockholders will not receive any
distributions on account of their shares of common stock in connection with the
resolution of the bankruptcy case.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
99.1 Monthly Operating Report for the month ending February 22, 2003.
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SIGNATURE
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 thereunto duly authorized.
CANNONDALE CORPORATION
Date: April 25, 2003 By: /s/ John Moriarty
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John Moriarty
Assistant Treasurer
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EXHIBIT INDEX
Exhibit No. Description
99.1 Monthly Operating Report for the month ending February 22, 2003.
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