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Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
DAEDALUS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-1873250
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
300 Parkland Plaza (P.O. Box 1869), Ann Arbor, Michigan 48106
(313) 769-5649
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Daedalus Enterprises, Inc. Stock Option Plan
For Nonemployee Directors
(Full title of the Plan)
Thomas R. Ory, President
300 Parkland Plaza (P.O. Box 1869), Ann Arbor, Michigan 48106
(313) 769-5649
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
MARK A. METZ
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Registration
be Registered Registered Price Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock 21,000 shares** $3.50 $73,500.00 $100.00
$.01 par value
per share
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
based on the average bid and asked price on September 5, 1995 for
securities of the same class as those to be registered in accordance
with Rule 457.
** The number of shares may be adjusted to prevent dilution from stock
splits, stock dividends and similar transactions. This Registration
Statement shall cover any such additional shares in accordance with
Rule 416(a).
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Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Daedalus Enterprises, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended July
31, 1994;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended October 31, 1994, January 31, 1995 and April 30, 1995;
(c) The Company's Current Report on Form 8-K dated February 1, 1995;
and
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10, No. 2-42266, filed
under the Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities being offered have been sold
or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference and to be a part hereof from the date of
filing of each such document.
Item 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Securities Exchange Act of 1934.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Lloyd A. Semple, a Member of Dykema Gossett PLLC, serves as Secretary
of the Company.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants each corporation organized thereunder, such as the
Company, the power to indemnify its directors and officers against
liabilities for certain of their acts. Section 42 of the Company's Bylaws
requires the Company to indemnify directors and officers of the Company to
the full extent permitted by, and in the manner permissible under, the laws
of the State of Delaware. Section 102(b)(7) of the DGCL permits the
inclusion of a provision in the certificate of incorporation of each
corporation organized thereunder, such as the Company, eliminating or
limiting, with certain exceptions, the personal liability of a director to
the corporation or its stockholders for monetary damages for certain
breaches of fiduciary duty as a director. Article Thirteenth of the
Certificate of Incorporation of the Company eliminates the liability of
directors except to the extent that such liability arises (i) from a breach
of the director's duty of loyalty to the Company or its stockholders, (ii)
as a result of acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL (relating to the unlawful payment of dividends or unlawful
stock purchase or redemption) or (iv) any transaction from which the
director derived an improper personal benefit. The foregoing statements are
subject to the detailed provisions of Sections 102(b)(7) and 145 of the
DGCL, Article Thirteenth of the Certificate of Incorporation of the Company
and Section 42 of the Bylaws of the Company, as applicable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed with this registration statement:
5 Opinion of Dykema Gossett PLLC with respect to the legality of
the Common Stock to be registered hereunder
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5)
24.1 Power of Attorney of John D. Sanders
24.3 Power of Attorney of William S. Panschar
24.4 Power of Attorney of Philip H. Power
99 Daedalus Enterprises, Inc. Stock Option Plan For Nonemployee
Directors - filed as Exhibit 10.611 to Daedalus Enterprises,
Inc.'s Annual Report on Form 10-K for the year ended July 31,
1994 and incorporated herein by reference
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Item 9. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement, (b) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof, and (c) to
remove from registration by means of a post-effective amendment any of the
securities which remain unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling persons of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ann Arbor, State of Michigan on
September 6, 1995.
DAEDALUS ENTERPRISES, INC.
By: /S/ Thomas R. Ory
Thomas R. Ory
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities on September 6, 1995.
Signature Title
/S/ Thomas R. Ory President and Director
Thomas R. Ory (principal executive officer)
/S/ Charles G. Stanich Vice President - Research and
Charles G. Stanich Development and Director
/S/ Vincent J. Killewald Vice President - Finance and
Vincent J. Killewald Treasurer (principal financial and
accounting officer)
* Chairman of the Board and
John D. Sanders Director
Director
Garry D. Brewer
* Director
William S. Panschar
* Director
Philip H. Power
* By: /S/ Thomas R. Ory
Thomas R. Ory
Attorney-in-Fact
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INDEX TO EXHIBITS
Number Description
5 Opinion of Dykema Gossett PLLC with
respect to the legality of the
securities being registered hereunder
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney of John D. Sanders
24.3 Power of Attorney of William S. Panschar
24.4 Power of Attorney of Philip H. Power
EXHIBIT 5
September 6, 1995
Daedalus Enterprises, Inc.
300 Parkland Plaza
Ann Arbor, Michigan 48106
Gentlemen:
We have served as counsel to Daedalus Enterprises, Inc. (the "Company")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, registering for issuance in the manner described in the
Registration Statement up to 21,000 shares of the Company's Common Stock
(the "Common Stock") pursuant to the Company's Stock Option Plan for
Nonemployee Directors.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records,
documents, certificates and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinions expressed
below.
Based upon such examination and our participation in the preparation
of the Registration Statement, it is our opinion that (1) the Company is
duly incorporated and validly existing as a corporation in good standing
under the laws of Delaware and (2) the Common Stock, when issued in the
manner described in the Registration Statement, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DYKEMA GOSSETT PLLC
/S/ MARK A. METZ
Mark A. Metz
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Daedalus Enterprises, Inc. on Form S-8 of our reports dated
September 26, 1994 appearing in and incorporated by reference in the Annual
Report on Form 10-K of Daedalus Enterprises, Inc. for the year ended July
31, 1994.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Ann Arbor, Michigan
September 8, 1995
Exhibit 24.1
DAEDALUS ENTERPRISES, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Thomas R. Ory and Vincent J. Killewald, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Daedalus Enterprises, Inc., and any and all
amendments thereto, with respect to its Stock Option Plan for Nonemployee
Directors, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: August 30, 1995 /S/ JOHN D. SANDERS
John D. Sanders, Director
Exhibit 24.3
DAEDALUS ENTERPRISES, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Thomas R. Ory and Vincent J. Killewald, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Daedalus Enterprises, Inc., and any and all
amendments thereto, with respect to its Stock Option Plan for Nonemployee
Directors, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: August 30, 1995 /S/ WILLIAM S. PANSCHAR
William S. Panschar, Director
Exhibit 24.4
DAEDALUS ENTERPRISES, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Thomas R. Ory and Vincent J. Killewald, and each
of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution, and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign a certain Registration Statement
on Form S-8 to be filed by Daedalus Enterprises, Inc., and any and all
amendments thereto, with respect to its Stock Option Plan for Nonemployee
Directors, and to file the same with the Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: August 30, 1995 /S/ PHILIP H. POWER
Philip H. Power, Director
