Cannondale Corp – ‘NT 10-Q’ for 12/28/02

On:  Wednesday, 2/12/03, at 4:46pm ET   ·   Effective:  2/12/03   ·   For:  12/28/02   ·   Accession #:  1116679-3-255   ·   File #:  333-72121

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Notice of a Late Filing of a Form 10-Q   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-Q     For Period Ended: Dec. 28, 2002                        4     15K 

NT 10-Q
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 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: ___________________                            

================================================================================

================================================================================
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
================================================================================

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                                                          
----------------------                                                          
Full Name of Registrant                                                         

Former Name if Applicable -  N/A                                              

16 Trowbridge Drive                                                             
-------------------                                                             
Address of Principal Executive Office (Street and Number)                       

Bethel, CT 06801                                                                
----------------                                                                
City, State and Zip Code                                                        

NT 10-Q
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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.                          

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PART IV-- OTHER INFORMATION                                                     

(1) Name and telephone number of person to contact in regard to this            
notification                                                                    

Cynthia S. Hoboken              (203)                        749-7000     
  ------------------            ---------               ----------------------
      (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.                           

NT 10-Q
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Cannondale Corporation
----------------------
(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 
                                                     -------------------------
                                          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
================================================================================
Intentional misstatements or omissions of fact constitute Federal Criminal      
Violations (See 18 U.S.C. 1001).                                                
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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-Q’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		2/12/03		4					SC 13G/A
		1/29/03		2					8-K
For Period End:		12/28/02		1		3
		12/29/01		3					10-Q
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