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Cannondale Corp – ‘SC 13D’ on 8/5/02 re: Pegasus Partners II LP

On: Monday, 8/5/02, at 2:12pm ET · Accession #: 932440-2-352 · File #: 5-78405

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/05/02  Cannondale Corp                   SC 13D                 6:419K Pegasus Partners II LP            Kelley Drye & Warren/FA

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             12     50K 
 2: EX-99       Exhibit 1                                             81    305K 
 3: EX-99       Exhibit 2                                             23     78K 
 4: EX-99       Exhibit 3                                             23     77K 
 5: EX-99       Exhibit 4                                             18     73K 
 6: EX-99       Exhibit 5                                              1      6K

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Note Purchase Agreement Purpose of Transaction Registration Rights Agreement Security and Issuer Source and Amount of Funds or Other Consideration Warrants
1	1st Page - Filing Submission
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Note Purchase Agreement
7	Warrants
8	Registration Rights Agreement
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
9	Item 7. Material to Be Filed as Exhibits

SC 13D 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
   TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

Cannondale Corporation
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock ($.01 par value per share)
--------------------------------------------------------------------------------
(Title of Class of Securities)

 137798104
--------------------------------------
(CUSIP Number)

 Eileen Ambach
 Chief Financial Officer
Pegasus Investors II GP, LLC
 99 River Road
Cos Cob, Connecticut 06807
 Telephone: (203) 869-4400

--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

Copy to:
 Carol M. Lind
Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
 Chicago, Illinois 60603
 Telephone: (312) 853-7000

 July 26, 2002
 -------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.                                                                            

(Continued on following pages)

  (Page 1 of 11 Pages)

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   2   of   11   Pages 
------------------------                             ---------------------------

---------- ---------------------------------------------------------------------
1     NAME OF REPORTING PERSONS:  Pegasus Partners II, L.P.           
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
---------- ---------------------------------------------------------------------
    2     CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*             (a)  |_|
                                                                      (b)  |_|
---------- ---------------------------------------------------------------------
3     SEC USE ONLY                                                    

---------- ---------------------------------------------------------------------
4     SOURCE OF FUNDS                                                 
OO                                                        
---------- ---------------------------------------------------------------------
    5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEM 2(D) OR 2(E)                                                |_|
---------- ---------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                            
Delaware                                                  
---------- ---------------------------------------------------------------------
NUMBER OF                 7      SOLE VOTING POWER          
SHARES                         -0-                      
         BENEFICIALLY           ---------- -------------------------------------
OWNED BY                 8      SHARED VOTING POWER       
EACH                          981,517 shares          
          REPORTING             ---------- -------------------------------------
PERSON                  9      SOLE DISPOSITIVE POWER   
WITH                              -0-                 
                                ---------- -------------------------------------
                      10      SHARED DISPOSITIVE POWER
                    981,517 shares
------------------------------  ---------- -------------------------------------

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
981,517 shares                                            
---------- ------------------------------------------------------------------   
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
     SHARES                                                      |_|
---------- ---------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
11.46%                                                    
---------- ---------------------------------------------------------------------
14    TYPE OF REPORTING PERSON                                        
PN                                                        
---------- ---------------------------------------------------------------------

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   3   of   11   Pages 
------------------------                             ---------------------------

---------- ------------------------------------------------------------------   

1     NAME OF REPORTING PERSONS:  Pegasus Investors II, LP            
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
---------- ------------------------------------------------------------------   

 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*          (a)  |_|
                                                                (b)  |_|
---------- ---------------------------------------------------------------------
3     SEC USE ONLY                                                    

---------- ---------------------------------------------------------------------
4     SOURCE OF FUNDS                                                 
OO                                                        
---------- ---------------------------------------------------------------------
    5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
  ITEM 2(D) OR 2(E)                                        |_|

---------- ---------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                         
Delaware                                            

------------------------------- ---------- -------------------------------------
NUMBER OF                 7      SOLE VOTING POWER          
SHARES                         -0-                      
         BENEFICIALLY           ---------- -------------------------------------
OWNED BY                 8      SHARED VOTING POWER       
EACH                          981,517 shares          
          REPORTING             ---------- -------------------------------------
PERSON                  9      SOLE DISPOSITIVE POWER   
WITH                          -0-                     
                                ---------- -------------------------------------
                      10      SHARED DISPOSITIVE POWER
                    981,517 shares
------------------------------- ---------- -------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
981,517 shares                                      
------------- ------------------------------------------------------------------
 12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES                                                   |_|
------------- ------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           
11.46%                                              
------------- ------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                     
PN                                                  
------------- ------------------------------------------------------------------

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   4   of   11   Pages 
------------------------                             ---------------------------

---------- ---------------------------------------------------------------------

1     NAME OF REPORTING PERSONS:  Pegasus Investors II GP, LLC        
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
---------- ---------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*          (a)  |_|
                                                                (b)  |_|
---------- ---------------------------------------------------------------------
3     SEC USE ONLY                                                    

---------- ---------------------------------------------------------------------
4     SOURCE OF FUNDS                                                 
OO                                                        
---------- ---------------------------------------------------------------------
    5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
  ITEM 2(D) OR 2(E)                                        |_|
---------- ---------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                            
Delaware                                                  
---------- ---------------------------------------------------------------------
NUMBER OF                7      SOLE VOTING POWER         
SHARES                         -0-                      
          BENEFICIALLY          ---------- -------------------------------------
OWNED BY                 8      SHARED VOTING POWER       
EACH                          981,517 shares          
          REPORTING             ---------- -------------------------------------
PERSON                  9      SOLE DISPOSITIVE POWER   
WITH                          -0-                     
                                ---------- -------------------------------------
                      10      SHARED DISPOSITIVE POWER
                    981,517 shares
------------------------------- ---------- -------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
981,517 shares                                      
------------- ------------------------------------------------------------------
 12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES                                                   |_|
------------- ------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)           
11.46%                                              
------------- ------------------------------------------------------------------
14       TYPE OF REPORTING PERSON                                     
OO                                                  
------------- ------------------------------------------------------------------

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   5   of   11   Pages 
------------------------                             ---------------------------

(1) This report is being filed in connection with the issuance by Cannondale    
Corporation (the "Issuer") of warrants, described in Item 4 below, to purchase  
an aggregate of 2,944,552 shares of common stock, par value $.01 per share, of  
the Issuer in favor of Pegasus Partners II, L.P. ("Pegasus Partners"). The      
number of shares of Common Stock of the Issuer purchasable by Pegasus Partners  
under these warrants is subject to reduction based upon the Issuer's            
satisfaction of certain obligations to Pegasus Partners as discussed in Item 4  
below. Therefore, the warrants are currently exercisable only for the shares of 
Common Stock not subject to such reduction, totaling 981,517 shares of Common   
Stock, and Pegasus Partners disclaims beneficial ownership of the remaining     
1,963,035 shares of Common Stock underlying the Warrants.                       

(2) Based on the Issuer's representations in the Note Purchase Agreement dated  
July 26, 2002 by and between the Issuer and Pegasus Partners, the terms of which
are described in Item 4 below (the "Note Purchase Agreement"), the number of    
shares indicated represents approximately 11.46% of the total issued and        
outstanding shares of Common Stock as of July 26, 2002 (treating as outstanding 
for this purpose the shares of Common Stock subject to the Warrants but         
excluding those shares presently subject to the Clawback (as defined below)).   

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   6  of   11   Pages  
------------------------                             ---------------------------

ITEM 1.  SECURITY AND ISSUER.                                                   

This statement relates to the common stock, $.01 par value, of
Cannondale Corporation, a Delaware corporation (the "Issuer"), including the    
associated stock purchase rights issued pursuant to the Rights Agreement dated  
as of December 22, 1997 between Cannondale and American Stock Transfer and Trust
Company, as rights agent, as amended (the "Common Stock").  Cannondale's        
principal executive offices are located at 16 Trowbridge Drive,                 
Bethel, Connecticut 06801.                                                      

ITEM 2.  IDENTITY AND BACKGROUND.                                               

     This statement is filed by Pegasus Investors II GP, LLC, a Delaware
limited liability company ("Pegasus"), Pegasus Investors II, L.P., a Delaware   
limited partnership ("Pegasus Investors"), and Pegasus Partners II, L.P., a     
Delaware limited partnership ("Pegasus Partners"). Pegasus is the general       
partner of Pegasus Investors and is principally engaged in the business of      
serving as the general partner of Pegasus Investors. Pegasus is wholly owned by 
Pegasus Capital LLC, an entity controlled by Craig Cogut. Pegasus Investors is  
the general partner of Pegasus Partners and is principally engaged in the       
business of serving as the general partner of Pegasus Partners. Pegasus Partners
is principally engaged in the business of investment in securities. The         
principal business address of Pegasus, Pegasus Investors and Pegasus Partners is
99 River Road, Cos Cob, Connecticut, 06807.                                     

    Set forth on Schedule 1 attached hereto and incorporated herein by
reference are the names and principal occupations of each executive             
officer of Pegasus. Each of these individuals is a citizen of the United States.
The business addresses of each of these individuals is the same as the principal
business address of Pegasus listed above.  During the past five years, none of  
the filing parties, nor, to the best of their respective knowledge, any         
executive officer or director of such entity has been convicted in a criminal   
proceeding (excluding traffic violations or similar misdemeanors), or has been a
party to any civil proceeding of a judicial or administrative body of competent 
jurisdiction that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or    
state securities laws or finding any violation with respect to such laws.       

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

In connection with, and as an inducement to Pegasus Partners' 
willingness to enter into, the Note Purchase Agreement, as defined and described
in Item 4 of this Statement, the Issuer granted to Pegasus Partners (i) a       
warrant (the "Detachable Warrant") to purchase 1,516,479 shares of Common Stock 
pursuant to the Warrant Agreement dated July 26, 2002, a copy of which is       
attached hereto as Exhibit 2, and (ii) a warrant (the "Springing Warrant" and,  
together with the Detachable Warrant, the "Warrants") to purchase 1,428,073     
shares of Common Stock pursuant to the Warrant Agreement dated as of July 26,   
2002, a copy of which is attached hereto as Exhibit 3, in each case, as         
described in Item 4 of this Statement. Nominal consideration was paid by Pegasus
Partners to the Issuer for the Warrants. The exercise price of each of the      
Warrants is $2.05 per share, subject to adjustment (the "Exercise Price"). If   
Pegasus Partners elects to exercise the Warrants to purchase shares not then    
subject to the Clawback (as defined below), it currently anticipates that the   
funds to pay the aggregate Exercise Price will come from additional investment  
from the limited partners of Pegasus Partners, the retirement of Notes or the   
surrender of shares underlying the Warrants ("Warrant Shares").                 

ITEM 4.  PURPOSE OF TRANSACTION.                                                

Note Purchase Agreement.                                      

       On July 26, 2002, Pegasus Partners and the Issuer entered into a Note
Purchase Agreement (the "Note Purchase Agreement"), a copy of which is filed as 
Exhibit 1 hereto. Capitalized terms used herein but not otherwise defined herein
have the meanings set forth in the Note Purchase Agreement. Pursuant to the Note
Purchase Agreement, Pegasus Partners purchased $25 million aggregate principal  
amount of 20% Senior Secured Notes due July 25, 2007 of the Issuer. Interest on 
the Notes shall accrue at the rate of 7.5% per annum to be paid in cash and     
12.5% per annum to be paid in additional Notes in a principal amount equal to   
the amount of such interest or, at the Issuer's option, in cash. In connection  
with the Note Purchase Agreement, Pegasus Partners and the Issuer entered into  
various ancillary agreements granting Pegasus Partners a security interest in   
substantially all of the assets of the Issuer.                                  

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   7  of   11   Pages  
------------------------                             ---------------------------

  The Note Purchase Agreement contains certain restrictions on the
conduct of the Issuer's business for so long as the Obligations remain          
outstanding, including, among other things, restrictions on the Issuer's ability
to (i) incur indebtedness and liens on property, (ii) enter into certain        
business combinations, (iii) engage in new business lines, (iv) amend the terms 
of its outstanding indebtedness, (v) transfer or sell shares of capital stock,  
or securities convertible into capital stock, of the Issuer or its subsidiaries,
(vi) make investments and loans, (vii) guarantee indebtedness of others, (viii) 
enter into transactions with any of its affiliates or subsidiaries and (ix) make
capital expenditures over specified amounts. The Note Purchase Agreement also   
includes affirmative obligations of the Issuer, including certain financial     
covenants.                                                                      

    The description of the Note Purchase Agreement contained herein is
qualified in its entirety by reference to the copy of the Note Purchase         
Agreement included as Exhibit 1 hereto, which is incorporated herein by         
reference.                                                                      

Warrants.                                                     

   In connection with, and as a condition and inducement to, Pegasus
Partners' willingness to enter into the Note Purchase Agreement, the Issuer     
granted to Pegasus Partners the Detachable Warrant and the Springing Warrant, in
each case subject to the Clawback. Prior to the exercise of the Warrants,       
Pegasus Partners is not entitled to any rights as a shareholder of the Issuer as
to the shares covered by the Warrants (the "Warrant Shares"). The exercise price
for the shares underlying each of the Warrants is $2.05, subject to adjustment  
pursuant to certain provisions of the Warrants (the "Exercise Price"). The      
number of Warrant Shares is also subject to adjustment pursuant to certain      
provisions of the Warrants. The holders of the Warrants shall have the benefit  
of certain affirmative and negative covenants contained in the Note Purchase    
Agreement, and certain of the affirmative covenants shall survive the           
termination of the Note Purchase Agreement.                                     

   In the event that the Obligations are fully repaid in cash by the
Issuer on or before 5:00 p.m., New York time, January 26, 2004 (the "18-Month   
Date"), the Warrants will cease to be exercisable with respect to a number of   
shares of Common Stock equal to two-thirds of the aggregate number of shares of 
Common Stock then underlying the Warrants (the "18-Month Clawback").            
Furthermore, in the event that the Obligations are not fully repaid in cash on  
or before January 26, 2004, but are fully repaid in cash by the Issuer on or    
before 5:00 p.m., New York time, July 26, 2004 (the "24-Month Date"), the       
Warrants will cease to be exercisable with respect to a number of shares of     
Common Stock equal to one-half of the aggregate number of shares of Common Stock
then underlying the Warrants (the "24-Month Clawback" and, together with the    
18-Month Clawback, the "Clawback"). Due to the Clawback, Pegasus Partners       
currently has the right to purchase only one-third of the shares of Common Stock
underlying the Warrants, or 981,517 shares. However, if the Obligations are not 
repaid in full and in cash on or before the 18-Month Date, Pegasus Partners will
have the right to purchase an aggregate of 1,472,276 shares, and, if the        
Obligations are not repaid in full and in cash on or before the 24-Month Date,  
Pegasus Partners will have the right to purchase an aggregate of 2,944,552      
shares.                                                                         

    Under the current rules of the Nasdaq Stock Market ("Nasdaq"), the
Issuer must obtain the approval of its stockholders by an affirmative vote of a 
majority of the total votes cast on a proposal to issue the shares of Common    
Stock underlying the Warrants (the "Stockholder Approval") in order to issue in 
excess of 1,516,479 shares of Common Stock (equal to 19.99% of the number of    
shares of Common Stock issued and outstanding on July 26, 2002 (such number of  
shares subject to adjustment for stock splits, reverse stock splits, stock      
dividends and similar events affecting the Common Stock, the "Maximum Issue"))  
to the holders of the Warrants. If the Issuer has not obtained the Stockholder  
Approval (assuming such Stockholder Approval is still required by Nasdaq or any 
successor organization), and the holders of the Warrants wish to exercise the   
Warrants for more than the Maximum Issue, the holders of 50% or more of the     
Warrants may require the Issuer to either (i) use all commercially reasonable   
efforts to obtain the Stockholder Approval in a timely manner and, if the Issuer
fails to obtain such Stockholder Approval, issue to the holders of the Warrants 
Warrant Shares and Notes as set forth in clause (b), or (b) issue to the holders
wishing to exercise the Warrants a number of Warrant Shares that, together with 
Warrant Shares for which the Warrants had previously been exercised, is equal to
the Maximum Issue and issue additional Notes, or, if such issuance is to occur  
after July 25, 2007, notes with a term of four years and 364 days otherwise     
having substantially the same terms and conditions as the Notes, to such holders
in an amount equal to (x) a number of shares of Common Stock equal to the       
difference between the aggregate number of Warrant Shares for which the Warrants
are being exercised on such date, less the Maximum Issue, multiplied by (y) the 
greater of (1) the                                                              

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   8  of   11   Pages  
------------------------                             ---------------------------

difference between the Current Market Price (as defined in the Warrants) of the 
Common Stock and the Exercise Price and (2) $.10. Any notes issued to the       
holders of the Warrants pursuant to this provision of the Warrants shall contain
certain covenants set forth in the Warrants in lieu of the covenants contained  
in the Note Purchase Agreement.                                                 

  The holders of the Warrants are entitled, under the terms of the
Warrants, to receive certain distributions from the Issuer made to the holders  
of Common Stock as if the shares then underlying the Warrants had been purchased
by the holders of the Warrants and the applicable Warrant Shares had been issued
and outstanding on such date.  However, any distributions to which the holders  
would be entitled with respect to Warrant Shares that are then subject to the   
Clawback will be placed in an escrow account with an independent third party.   

      The description of the Warrants contained herein is qualified in its
entirety by reference to the copies of the Warrants included as Exhibits 2 and 3
hereto, which are incorporated herein by reference.                             

Registration Rights Agreement.                                

  In connection with the Warrants, the Issuer and Pegasus Partners
entered into a Registration Rights Agreement (the "Registration Rights          
Agreement") dated as of July 26, 2002, a copy of which is filed as Exhibit 4    
hereto.                                                                         

       Holders of more than 50% of the Registrable Securities (as defined in
the Registration Rights Agreement) of the Issuer may at any time after July 26, 
2002 request the Issuer to prepare and file a registration statement in order to
register the Registrable Securities, subject to certain restrictions (each, a   
"Demand Registration"). Pegasus Partners has the right to an unlimited number of
such Demand Registrations, but the Issuer is required under the Registration    
Rights Agreement to pay all expenses associated with the first two of such      
Demand Registrations.                                                           

    If the Issuer plans to file a registration statement, with certain
exceptions, it must notify each Securityholder (as defined in the Registration  
Rights Agreement), and each Securityholder may elect to register such           
Securityholder's shares under such registration statement (a "Piggyback         
Registration"). The Issuer is required to cover all expenses related to any     
Piggyback Registration.                                                         

       The description of the Registration Rights Agreement contained herein
is qualified in its entirety by reference to the copy of the Registration Rights
Agreement included as Exhibit 4 hereto, which is incorporated herein by         
reference.                                                                      

Item 5.  Interest in Securities of the Issuer.                                  

       (a) - (c) Pegasus Partners owns Warrants to purchase 2,944,552 shares
        of Common Stock that are currently exercisable with respect to 981,517
     shares of Common Stock. Assuming that the Issuer fails to repay the
     Obligations fully and in cash by January 26, 2004, Pegasus Partners
     will gain beneficial ownership over an additional 490,759 shares of
    Common Stock, at which time Pegasus Partners will beneficially own
     1,472,276 shares of Common Stock. Assuming that the Issuer fails to
    repay the Obligations by July 26, 2004, Pegasus Partners will gain
    beneficial ownership over an additional 1,472,276 shares of Common
        Stock, bringing the aggregate beneficial ownership to 2,944,552 shares
of Common Stock.                                              

(d)  Not applicable.                                          

(e)  Not applicable.                                          

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.                                       

         Except as provided in the Note Purchase Agreement, the Warrants and the
Registration Rights Agreement, neither Pegasus Partners nor, to the best of     
Pegasus Partners' knowledge, any of the persons referred in Schedule 1 attached 
hereto has any contracts, arrangements, understandings or relationships (legal  
or otherwise) with any persons with respect to any securities of                

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   9  of   11   Pages  
------------------------                             ---------------------------
the Issuer, including, but not limited to, transfers or voting of any           
securities, finder's fees, joint ventures, loan or option arrangements, puts or 
calls, guarantees or profits, division of profits or loss, or the giving or     
withholding of proxies.                                                         

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.                                     

   1.   Note Purchase Agreement, dated as of July 26, 2002, by and
           between Pegasus Partners II, L.P. and Cannondale Corporation.

 2.   Detachable Warrant, dated as of July 26, 2002, issued by
          Cannondale Corporation in favor of Pegasus Partners II, L.P.

3.   Springing Warrant, dated as of July 26, 2002, issued by
          Cannondale Corporation in favor of Pegasus Partners II, L.P.

         4.   Registration Rights Agreement, dated as of July 26, 2002, by and
           between Pegasus Partners II, L.P. and Cannondale Corporation.

5.   Joint Filing Agreement dated as of August 2, 2002.     

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   10  of  11   Pages  
------------------------                             ---------------------------

SIGNATURES

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated as of August 5, 2002.                                                     

       PEGASUS PARTNERS II, L.P.

              BY:  PEGASUS INVESTORS II, L.P.,
           ITS GENERAL PARTNER

                BY:  PEGASUS INVESTORS II GP, LLC,
           ITS GENERAL PARTNER

 By:  /s/  David Uri
                             -----------------------------------------
       Name:   David Uri
            Title:  Vice President

        PEGASUS INVESTORS II, L.P.

                BY:  PEGASUS INVESTORS II GP, LLC,
           ITS GENERAL PARTNER

  By:  /s/   David Uri
                             -----------------------------------------
       Name:   David Uri
            Title:  Vice President

          PEGASUS INVESTORS II GP, LLC

  By:   /s/  David Uri
                             -----------------------------------------
       Name:   David Uri
            Title:  Vice President

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SCHEDULE 13D
--------------------------------------------------------------------------------
 13D
------------------------                             ---------------------------
CUSIP No. 137798104                                  Page   11  of   11   Pages 
------------------------                             ---------------------------

 EXHIBIT INDEX

EXHIBIT NO.                      DESCRIPTION                                

1         Note Purchase Agreement, dated as of July 26, 2002, by and  
           between Pegasus Partners II, L.P. and Cannondale Corporation.

2         Detachable Warrant, dated as of July 26, 2002, issued by    
          Cannondale Corporation in favor of Pegasus Partners II, L.P.

3         Springing Warrant, dated as of July 26, 2002, issued by     
          Cannondale Corporation in favor of Pegasus Partners II, L.P.

    4         Registration Rights Agreement, dated as of July 26, 2002, by and
           between Pegasus Partners II, L.P. and Cannondale Corporation.

5         Joint Filing Agreement dated as of August 2, 2002.          

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                                                                    SCHEDULE 1

ITEM 2:  IDENTITY AND BACKGROUND                                                

PEGASUS PARTNERS II, L.P.                                                       

General Partner:  Pegasus Investors II, L.P.                                    

PEGASUS INVESTORS II, L.P.                                                      

General Partner:  Pegasus Investors II GP, LLC                                  

PEGASUS INVESTORS II GP, LLC                                                    

Executive Officers of Pegasus Investors II GP, LLC:                             
----------------------------- --------------------------------------------------

          Name                    Present Principal Occupation or Employment
----------------------------- --------------------------------------------------

Craig Cogut                   President                                         
----------------------------- --------------------------------------------------

David Uri                     Vice President                                    
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Rodney Cohen                  Vice President                                    
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Jonathan Berger               Vice President                                    
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Eileen Ambach                 Chief Financial Officer                           
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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	7/25/07	6	7
	7/26/04	7	8
	1/26/04	7	8
Filed on:	8/5/02	10
	8/2/02	9	11
	7/26/02	1	11	8-K
	12/22/97	6
				List all Filings

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Filing Submission 0000932440-02-000352 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cannondale Corp – ‘SC 13D’ on 8/5/02 re: Pegasus Partners II LP

On: Monday, 8/5/02, at 2:12pm ET · Accession #: 932440-2-352 · File #: 5-78405

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D — General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D — General Statement of Beneficial Ownership
Document Table of Contents