Cannondale Corp Watch

from 10-K 1 page Exhibit 4.11(b) - Amendment and Waiver (Pyne)

from 10-K 1 page Exhibit 4.9(b) - Amendment/Waiver (Montgomery)

from 10-K 1 page Exhibit 4.1(c) - Rights Agreement

from 10-K ~10 pages Convertible Subordinated Debenture

from 10-K ~10 pages Convertible Debenture Purchase Agreement

from 10-K ~10 pages Convertible Subordinated Debenture

from 10-K ~10 pages Convertible Debenture Purchase Agreement

from 10-K 1 page Agr. of Substitution and Amendement of Rights Agr.

from S-8 ~10 pages 2000 Stock Option Plan

from S-8 ~20 pages 1998 Stock Option Agreement

from 10-K405 ~20 pages 1996 Stock Option Plan as Amended February 5, 1998

from 10-K405 ~20 pages 1995 Stock Option Plan as Amended February 5, 1998

from 10-K405 ~10 pages 1994 Management Stock Option Plan as Amended

from 10-K405 ~20 pages 1994 Stock Option Plan as Amended February 5, 1998

from 8-K ~50 pages Rights Agreement

from 8-A12G ~50 pages Rights Agreement

from S-8 ~10 pages 1994 Employee Stock Purchase Plan

from S-8 1 page <page> 1 Certificate of Amendment to Restated Certificate of Incorporation of Cannondale Corporation Cannondale Corporation, a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Company"), in Order to Amend Its Restated Certificate of Incorporation Pursuant to the Provisions of the General Corporation Law of the State of Delaware, Does Hereby Certify as Follows: 1. the Name of the Company Is Cannondale Corporation. 2. at a Meeting Duly Called and Held September 3, 1997, the Board of Directors Adopted Resolutions Approving an Amendment to the Company's Restated Certificate of Incorporation, Declaring Said Amendment to Be Advisable and Calling for Its Presentation at the Annual Meeting of the Stockholders. the Resolution Setting Forth the Proposed Amendment Is as Follows: Resolved, That the Corporation Increase the Number of Its Authorized Shares of Common Stock, Par Value $0.01 Per Share, From 18,000,000 to 40,000,000 by Amending Article Fourth (A) of the Certificate of Incorporation of the Corporation to Read in Its Entirety as Follows: Fourth: (A) Designation of Classes. the Total Number of Shares of All Classes of Stock Which the Corporation Shall Have the Authority to Issue Is 42,000,000, Consisting of 2,000,000 Shares of Preferred Stock, Par Value $0.01 Per Share (The "Preferred Stock"), and 40,000,000 Shares of Common Stock, Par Value $0.01 Per Share (The "Common Stock"). 3. the Foregoing Amendment to the Restated Certificate of Incorporation Was Duly Adopted by the Holders of at Least a Majority of the Outstanding Common Stock of the Company Entitled to Vote Thereon in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, Cannondale Corporation Has Caused This Certificate of Amendment to Be Signed by Its Duly Authorized Officer This 12th Day of November, 1997. Cannondale Corporation By: /S/ Joseph S. Montgomery Name: Joseph S. Montgomery Title: President

from S-8 ~20 pages 1996 Stock Option Plan