<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
CODE ALARM, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
191 893 10 6
(CUSIP Number)
PEGASUS INVESTORS, L.P.
99 RIVER ROAD
COS COB, CT 06807
ATTN: MR. RICHARD M. CION
(203) 869-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
NANCY FUCHS, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
June 19, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 10 pages.
<PAGE> 2
SCHEDULE 13D
CUSIP No. 191 893 10 6 Page 2 of 10 Pages
<TABLE>
<CAPTION>
<S><C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pegasus Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(c) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SOLE VOTING POWER
SHARES 7 3,265,556 shares of Common Stock, subject to the Warrants described herein
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON
WITH
9 SOLE DISPOSITIVE POWER
3,265,556 shares of Common Stock, subject to the Warrants described herein
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,265,556 shares of Common Stock, subject to the Warrants described herein
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 58.5% (based on 2,320,861 shares outstanding on May 14, 1998)
14 TYPE OF REPORTING PERSON (See Instructions)
PN
</TABLE>
<PAGE> 3
SCHEDULE 13D
CUSIP No. 191 893 10 6 Page 3 of 10 Pages
<TABLE>
<CAPTION>
<S><C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pegasus Related Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SOLE VOTING POWER
SHARES 7 8,492,585 shares of Common Stock, subject to the Warrants described herein
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON
WITH
9 SOLE DISPOSITIVE POWER
8,492,585 shares of Common Stock, subject to the Warrants described herein
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,492,585 shares of Common Stock, subject to the Warrants described herein
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 78.5% (based on 2,320,861 shares outstanding on May 14, 1998)
14 TYPE OF REPORTING PERSON (See Instructions)
PN
</TABLE>
<PAGE> 4
SCHEDULE 13D
CUSIP No. 191 893 10 6 Page 4 of 10 Pages
<TABLE>
<CAPTION>
<S><C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pegasus Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY SHARED VOTING POWER
EACH 8 11,758,141 shares of Common Stock, subject to the Warrants described herein
REPORTING
PERSON
WITH 9 SHARED DISPOSITIVE POWER
-0-
10 SOLE DISPOSITIVE POWER
11,758,141 shares of Common Stock, subject to the Warrants described herein
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,758,141 shares of Common Stock, subject to the Warrants described herein
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 83.5% (based on 2,320,861 shares outstanding on May 14, 1998)
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
</TABLE>
<PAGE> 5
SCHEDULE 13D
CUSIP No. 191 893 10 6 Page 5 of 10 Pages
<TABLE>
<CAPTION>
<S><C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Pegasus Investors GP, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY SHARED VOTING POWER
EACH 8 11,758,141 shares of Common Stock, subject to the Warrants described herein
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
11,758,141 shares of Common Stock, subject to the Warrants described herein
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,758,141 shares of Common Stock, subject to the Warrants described herein
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 83.5% (based on 2,320,861 shares outstanding on May 14, 1998)
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
</TABLE>
<PAGE> 6
SCHEDULE 13D
CUSIP No. 191 893 10 6 Page 6 of 10 Pages
<TABLE>
<CAPTION>
<S><C>
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Craig M. Cogut
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X]
Excludes shares beneficially owned by the other persons joining in the filing of this
Schedule 13D, as to which beneficial ownership is disclaimed.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
</TABLE>
<PAGE> 7
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 2 amends and supplements (i)the statement on Schedule
13D filed on November 6, 1997 by Pegasus Partners, L.P. ("Partners"), Pegasus
Related Partners ("Related Partners"), Pegasus Investors, L.P., Pegasus
Investors GP, Inc. and Craig M. Cogut (collectively, the "Reporting Persons"),
as amended relating to the common stock, no par value (the "Common Stock"), of
Code Alarm, Inc., a Michigan corporation (the "Issuer"). Capitalized terms
used herein without definition have the meanings assigned to such terms in the
initial filing.
Page 7 of 10 pages.
<PAGE> 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended by adding the following:
On June 19, 1998, pursuant to the terms of the Unit Purchase Agreement,
Partners obtained Warrants to purchase 221,230 shares of Common Stock at an
exercise price of $0.27255 per share, in the form of Exhibit 5, in exchange for
a guarantee of approximately an additional $183,014 of the Issuer's
obligations to General Electric Capital Corporation incurred by the Issuer in
connection with the settlement of the case of Code Alarm, Inc. vs. Directed
Electronics, Inc., case No. 87-CV-74022-DT and certain other pending actions
(the "Settlement Obligations"). Related Partners obtained Warrants to purchase
575,344 shares of Common Stock at an exercise price of $0.27255 per share, in
the form of Exhibit 5, in exchange for a guarantee of approximately an
additional $475,955 of the Settlement Obligations. See Exhibit 9. In the
event the guarantees are called, Partners and Related Partners intend to
obtain the funds to pay the obligations from various sources, including,
without limitation, from working capital and/or from their partners.
If the Warrants are exercised, Partners and Related Partners intend to obtain
the funds to pay for the shares of Common Stock to be purchased thereunder from
various sources, including, without limitation, from working capital and/or
from their partners.
Page 8 of 10 pages.
<PAGE> 9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is amended as follows:
(a) Partners is the beneficial owner of 3,265,556 shares of Common Stock,
subject to the Warrants described herein, or approximately 58.5% of the issued
and outstanding shares of common stock of the Issuer as of May 14, 1998.
Related Partners is the beneficial owner of 8,492,585 shares of Common Stock,
subject to the Warrants described herein, or approximately 78.5% of the issued
and outstanding shares of Common Stock of the Issuer as of May 14, 1998.
The Warrants are exercisable at any time through and including October 27,
2004, and certain Warrants may be exercisable thereafter, in certain
circumstances. See Exhibit 3.
Investors and Investors GP, through their direct and indirect ownership
interests in Partners and Related Partners, may be deemed to be the indirect
beneficial owners of such 11,758,141 shares of Common Stock. Mr. Cogut
disclaims beneficial ownership of the shares of Common Stock beneficially owned
by the other Reporting Persons.
(b) Upon exercise of the Warrants, Partners will have the sole power to vote
and dispose of 3,265,556 shares and Related Partners will have the sole power
to vote and dispose of 8,492,585 shares acquired thereby. Investors and
Investors GP, through their direct and indirect ownership interests in
Partners and Related Partners, will have the shared power to direct the vote
and the disposition of all of such 11,758,141 shares. Prior to exercise, the
Warrants are not accorded any voting rights.
(c) See the response to Item 3.
(d) To the best knowledge of the Reporting Persons, no person other than the
Reporting Persons has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
issuable upon exercise of the Warrants, except that limited partners of each of
Partners and Related Partners may receive distributions including a portion of
such dividends or proceeds.
(e) Not applicable.
Page 9 of 10 pages.
<PAGE> 10
SIGNATURE
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 June 26, 1998
PEGASUS PARTNERS, L.P.
By: Pegasus Investors, L.P., its general partner
By: Pegasus Investors GP, Inc., its general partner
By:/s/ Richard M. Cion
---------------------------
Name: Richard M. Cion
Title: Vice President
PEGASUS RELATED PARTNERS, L.P.
By: Pegasus Investors, L.P., its general partner
By: Pegasus Investors GP, Inc., its general partner
By:/s/ Richard M. Cion
---------------------------
Name: Richard M. Cion
Title: Vice President
PEGASUS INVESTORS, L.P.
By: Pegasus Investors GP, Inc., its general partner
By:/s/ Richard M. Cion
---------------------------
Name: Richard M. Cion
Title: Vice President
PEGASUS INVESTORS GP, INC.
By:/s/ Richard M. Cion
---------------------------
Name: Richard M. Cion
Title: Vice President
/s/ Craig M. Cogut
---------------------------
CRAIG M. COGUT
Page 10 of 10 pages.
