<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DAEDALUS ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 1.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
DAEDALUS ENTERPRISES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held December 12, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DAEDALUS
ENTERPRISES, INC. will be held at the Company's principal office, 300 Parkland
Plaza, Ann Arbor, Michigan, on Tuesday, December 12, 1995, at 2:00 p.m., local
time, for the following purposes:
(a) To elect a Board of Directors; and
(b) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on November 1, 1995,
will be entitled to notice of, and to vote at, the meeting and any adjournment
thereof.
THE BOARD OF DIRECTORS OF DAEDALUS ENTERPRISES, INC. HOPES THAT YOU WILL
FIND IT CONVENIENT TO ATTEND THE MEETING IN PERSON. IN ANY EVENT, PLEASE MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY TO MAKE SURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR STOCK
PERSONALLY EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
By Order of the Board of Directors,
Lloyd A. Semple
Secretary
Ann Arbor, Michigan
November 13, 1995
<PAGE> 3
DAEDALUS ENTERPRISES, INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Daedalus Enterprises, Inc. (the "Company")
to be used at the Annual Meeting of Stockholders of the Company to be held at
the Company's executive offices, 300 Parkland Plaza, Ann Arbor, Michigan
(mailing address P.O. Box 1869, Ann Arbor, Michigan 48106), on Tuesday, December
12, 1995, at 2:00 p.m., local time, or at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders
and in this Proxy Statement.
Only stockholders of record as of the close of business on November 1, 1995
will be entitled to vote at the Annual Meeting or any adjournment thereof. Each
holder of the 515,654 shares of Common Stock, $.01 par value (the "Common
Stock"), issued and outstanding as of that date is entitled to one vote per
share. This Proxy Statement and the accompanying form of proxy are being first
sent or given to the Company's stockholders on or about November 13, 1995. Ten
days before the Annual Meeting, a complete list of stockholders entitled to vote
at the meeting will be open to examination by any stockholder for any purpose
germane to the meeting during ordinary business hours at the Company's principal
offices.
Shares represented by a proxy in the accompanying form, unless previously
revoked, will be voted at the meeting if the proxy, properly executed, is
received by the Company before the close of business on December 11, 1995.
Shares represented by a proxy received after that time will be voted if the
proxy is received by the Company in sufficient time to permit the necessary
examination and tabulation of the proxy before a vote is taken. Stockholders who
execute a proxy in the accompanying form may nevertheless revoke the proxy at
any time before it is exercised by notice to the Company, by executing and
delivering a later dated proxy, or by voting in person at the meeting.
The expense of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, the officers and employees of the Company, who
will receive no extra compensation therefor, may solicit proxies personally or
by telephone. The Company will reimburse brokerage houses and other nominees for
their expenses incurred in sending proxies and proxy materials to the beneficial
owners of shares held by them.
<PAGE> 4
PRINCIPAL STOCKHOLDERS
Common Stock is the only voting security of the Company. The following
table sets forth certain information with respect to the beneficial ownership of
shares of the Company's Common Stock, as of September 30, 1995, by each person
who is known by the Company to have been the beneficial owner of 5% or more of
the shares of Common Stock outstanding as of such date. Unless otherwise noted,
each stockholder exercises sole voting and investment power with respect to the
shares beneficially owned.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED AT
SEPTEMBER 30, 1995
-----------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(1) CLASS(2)
-------------------------------------------------- --------- ----------
<S> <C> <C>
Thomas R. Ory..................................... 96,230(3) 16.3
P.O. Box 1869
Ann Arbor, Michigan 48106
Charles G. Stanich................................ 80,226(4) 13.7
P.O. Box 1869
Ann Arbor, Michigan 48106
August I. Ryer.................................... 40,000 7.8
10 Park Avenue
Bloomfield, New Jersey 07003
</TABLE>
- -------------------------
(1) The column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule 13d-3 of
the SEC, including shares of Common Stock that may be acquired upon the
exercise of stock options or warrants that are currently exercisable or
become exercisable within the next 60 days as follows: Mr. Ory -- 75,000
shares; and Mr. Stanich -- 70,000 shares.
(2) For purposes of calculating the percentage of Common Stock beneficially
owned, the shares issuable to such person upon exercise of stock options or
warrants that are currently exercisable or become exercisable within the
next 60 days are considered outstanding.
(3) Includes 14,565 shares with respect to which Mr. Ory shares voting and
investment power with his spouse.
(4) Includes 3,526 and 2,700 shares with respect to which Mr. Stanich shares
voting and investment power with his wife and mother, respectively.
2
<PAGE> 5
ELECTION OF DIRECTORS
Six directors, constituting the entire Board of Directors, will be elected
at the Annual Meeting, each to hold office until the next Annual Meeting of
Stockholders or until his successor is elected and qualified. The individuals
who will be nominated by management for election to the Board of Directors at
the Annual Meeting are listed in the following table. Each of the nominees is
presently a director and has served as a director since first elected as such.
PROXIES IN THE ACCOMPANYING FORM WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN THE FOLLOWING TABLE UNLESS THE PROXY CARD IS MARKED (IN
ACCORDANCE WITH THE INSTRUCTIONS THEREON) TO INDICATE THAT AUTHORITY TO DO SO IS
WITHHELD. If, as a result of circumstances not now known or foreseen, any of
such nominees shall be unavailable to serve as a director, proxies will be voted
for the election of such other person or persons as the Board of Directors may
select. The nominees receiving a plurality of the votes cast at the meeting will
be elected as directors.
<TABLE>
<CAPTION>
POSITIONS WITH THE YEAR FIRST
COMPANY AND PRINCIPAL ELECTED OR APPOINTED
NAME AGE OCCUPATION OR EMPLOYMENT DIRECTOR
- ---------------------- --- ---------------------------------------- --------------------
<S> <C> <C> <C>
John D. Sanders....... 57 Chairman of the Company's Board of
Directors, Chairman of Tech News, Inc.,
a technology newspaper publishing
company; and Registered representative
of Wachtel & Co., Inc., an investment
banking firm............................ 1982
Philip H. Power....... 57 Chairman, Suburban Communications Corp.,
a newspaper publishing company.......... 1985
Thomas R. Ory......... 56 President and Chief Executive Officer of
the Company............................. 1987
William S. Panschar... 38 Vice President, National City Bank,
Indiana................................. 1989
Charles G. Stanich.... 51 Vice President-Research & Development
and Chief Operating Officer of the
Company................................. 1989
Garry D. Brewer....... 54 Professor of Resource Policy and
Management and Dean Emeritus of the
School of Natural Resources and
Environment at the University of
Michigan. .............................. 1993
</TABLE>
CERTAIN INFORMATION REGARDING NOMINEES
Mr. Sanders has been Chairman of Tech News, Inc. since 1988 and was also
Chief Executive Officer of that company from 1988 to 1995. In addition, Mr.
Sanders has been a Registered Representative of Wachtel & Co., Inc. since 1968.
Mr. Sanders serves on the boards of Information Analysis, Inc.; Data Measurement
Corp.; and Industrial Training Corp.
Mr. Power has served as the Chairman of Suburban Communications Corp.,
Livonia, Michigan, for more than five years. Mr. Power currently serves on the
board of Jacobson Stores Inc.
Mr. Ory, who was elected President and Chief Executive Officer of the
Company in 1987, joined the Company in 1972 as Director of its Applications
Division, served as Vice President-Marketing from 1979 through 1984, and as
Executive Vice President from 1985 to 1987.
Mr. Panschar joined National City Bank, Indiana as a Vice President in
October 1993. Prior to taking the position at National City Bank, Mr. Panschar
was the Director-Corporate Development
3
<PAGE> 6
of The Alquin Group from 1991 to October 1993. Prior to joining The Alquin
Group, Mr. Panschar was employed by Avis Enterprises, Inc. as Vice
President-Mergers and Acquisitions from 1987 to 1990. Mr. Panschar was employed
by Citicorp Industrial Credit Inc. as Account and Operations Officer from 1981
to 1986 and as Senior Account Officer from 1986 to his departure in 1987.
Mr. Stanich, who was elected as the Company's Vice President-Research &
Development in 1984 and Chief Operating Officer in 1987, joined the Company in
1974 and served as Manager of Research and Development from 1979 to 1984.
Mr. Brewer became a Professor of Resource Policy and Management and the
Dean of the School of Natural Resources and Environment at the University of
Michigan in September 1991 and remained as Dean through August 1995. Prior to
assuming these positions at the University of Michigan, Mr. Brewer was on the
faculty of Yale University for 17 years, serving as a professor in the schools
of Organization and Management and Forestry and Environmental Studies since
1984. Mr. Brewer became a member of the Environmental Research Institute of
Michigan Board of Directors in March 1995.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has established an Audit Committee, an Executive
Compensation/Stock Option Committee and a Nominating Committee. During the
Company's fiscal year ended July 31, 1995, the Board met a total of six times.
The Audit Committee met once in fiscal 1995, the Executive Compensation/Stock
Option Committee and the Nominating Committee did not meet during the year ended
July 31, 1995. Each director attended at least 75% of the meetings of the Board
and the Committees of which he is a member during the year ended July 31, 1995.
The members of the Audit Committee are Messrs. Brewer, Panschar, Power, and
Sanders. Generally the Audit Committee selects the independent auditors, reviews
with the independent auditors the scope and results of the auditing engagement
and any non-audit services to be performed by the independent auditors, examines
the scope and results of the Company's procedures and the adequacy of its system
of internal accounting and financial controls, and evaluates the independence of
the independent auditors and their fees for services.
The members of the Executive Compensation/Stock Option Committee are
Messrs. Brewer, Power and Sanders. The Executive Compensation/Stock Option
Committee is responsible for reviewing the performance of and recommending
salaries and other compensation arrangements for officers of the Company,
developing bonus, pension and other compensation plans for consideration by the
Board, and performing such functions as may be delegated to it under the
provisions of any bonus, stock option, pension or other compensation plan
adopted by the Company.
The Nominating Committee is an ad hoc committee constituted as needed and
is responsible for seeking out and recommending to the full Board potential new
directors. This Committee will consider qualified candidates recommended by
stockholders. Such recommendations should be submitted in writing to the
Secretary of the Company and should include a description of the candidate's
qualifications, other relevant biographical data and an indication of the
consent of the candidate.
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by each person nominated for director,
by each of the Executive Officers named in the Summary Compensation Table and by
all nominees and Executive Officers as
4
<PAGE> 7
a group. Except as noted, each person exercises sole voting and investment power
over the shares beneficially owned.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
AT
SEPTEMBER 30, 1995
---------------------------
NUMBER OF PERCENT
NAME SHARES(1) OF CLASS(2)
-------------------------------------------- --------- -----------
<S> <C> <C>
John D. Sanders............................. 20,500(3) 4.0
Philip H. Power............................. 13,650 2.6
Thomas R. Ory............................... 96,230(4) 16.3
William S. Panschar......................... 760 0.2
Charles G. Stanich.......................... 80,226(5) 13.7
Garry D. Brewer............................. 750 0.2
All directors and officers as a group
(7 persons)............................... 225,019(6) 33.3
</TABLE>
- -------------------------
(1) The column sets forth shares of Common Stock which are deemed to be
"beneficially owned" by the persons named in the table under Rule 13d-3 of
the SEC, including shares of Common Stock that may be acquired upon exercise
of stock options or warrants that are currently exercisable or become
exercisable within the next 60 days as follows: Messrs. Sanders, Power,
Panschar and Brewer -- 750 shares each; Mr. Ory -- 75,000 shares; and Mr.
Stanich -- 70,000 shares.
(2) For purposes of calculating the percentage of Common Stock beneficially
owned, the shares issuable to such person upon exercise of stock options or
warrants that are currently exercisable or become exercisable within the
next 60 days are considered outstanding.
(3) Includes 550 shares owned by Mr. Sanders' wife.
(4) Includes 14,565 shares with respect to which Mr. Ory shares voting and
investment power with his spouse.
(5) Includes 3,526 and 2,700 shares with respect to which Mr. Stanich shares
voting and investment power with his wife and mother, respectively.
(6) Includes the shares described in notes 1, 3, 4 and 5, 903 shares owned by
another executive officer with respect to which he shares voting and
investment power with his spouse, and 12,000 shares which the same executive
has the right to acquire upon the exercise of stock options exercisable
currently or within the next 60 days.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation paid or accrued by
the Company and its subsidiaries during fiscal 1995 to or on behalf of the
Company's Chief Executive Officer and Chief Operating Officer (the "Named
Officers"). None of the Company's other executive officers
5
<PAGE> 8
earned more than $100,000 in salary and bonus during fiscal 1995 for services
rendered to the Company and its subsidiaries.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND FISCAL -------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION
- ---------------------------------------------- ------ -------- -------- ------------
<S> <C> <C> <C> <C>
Thomas R. Ory................................. 1995 $148,000 $ -0- $ 28,824(2)
President and CEO 1994 $148,000 $ 7,400 $ 26,989
1993 $148,000 $25,000 $ 30,775
Charles G. Stanich............................ 1995 $130,000 $ -0- $ 26,439(2)
Vice President-Research and 1994 $130,000 $ 6,500 $ 24,901
Development and COO 1993 $130,000 $22,800 $ 27,399
</TABLE>
- -------------------------
(1) Paid pursuant to Incentive Compensation Plan.
(2) Detail of amounts reported in the "All Other Compensation" column is
provided in the table below.
<TABLE>
<CAPTION>
IMPUTED INTEREST PENSION
DIRECTOR MEDICAL ON INTEREST-FREE PLAN
OFFICER'S NAME FEES REIMBURSEMENT LOAN CONTRIBUTION
- ------------------------------------- -------- ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Thomas R. Ory........................ $5,400 $ 4,125 $350 $ 18,949
Charles G. Stanich................... $5,400 $ 4,125 $350 $ 16,564
</TABLE>
OPTIONS
The following table provides information concerning stock option exercises
in fiscal 1995 by the Named Officers and the value of their unexercised options
at July 31, 1995. There were no option or SAR grants to the Named Officers.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
OPTIONS/SARS AT VALUE OF UNEXERCISED IN-THE-MONEY
SHARES FISCAL YEAR-END OPTIONS/SARS AT FISCAL YEAR-END
ACQUIRED VALUE --------------------------- ----------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE(2) UNEXERCISABLE
- --------------- ----------- -------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. R. Ory...... 3,500 $4,375(1) 75,000 -0- $7,500 -0-
C. G. Stanich.. -0- -0- 70,000 -0- $7,500 -0-
</TABLE>
- -------------------------
(1) In exchange for the cancellation of a warrant, Mr. Ory received cash in an
amount equal to the difference between the fair market value on the
cancellation date and the warrant exercise price.
(2) The value of unexercised in-the-money options was calculated using the
average of the bid and ask price of the Company's Common Stock at July 31,
1995.
TERMINATION-OF-EMPLOYMENT
Each of the Named Officers of the Company received a Senior Officer
Severance Agreement that would require the Company to pay each such officer an
amount equal to one and one-half times each officer's highest annual W-2
compensation from the Company during the three calendar years immediately
preceding such Officer's termination of employment if such termination of
employment meets one of several criteria. In general, such amounts would be
payable upon termination in anticipation of, or after, a change in control or
upon resignation following a reduction in such
6
<PAGE> 9
officer's salary or other compensation, any diminution of the Officer's
authority or duties or a significant change in the nature and scope of the
Officers' duties, any change in the Officers' status or title (other than a bona
fide promotion) or any required relocation of the Officer's residence should any
such event occur after a change in control or within six months prior to a
change in control. The Officer would also be entitled to continuation of
coverage under Company benefit plans for up to 18 months and to outplacement
services. The cash payment required under the agreement may be paid in a lump
sum or in monthly installments over an 18 month period, depending upon the
circumstances of the change in control.
COMPENSATION OF DIRECTORS
Directors receive $900 per quarter with an additional payment of $300 for
each Board or Committee meeting attended, and are reimbursed for travel expenses
incurred in connection with their attendance at Board and Committee meetings.
At the 1994 Annual Meeting, the Company's stockholders approved the
Company's Stock Option Plan for Nonemployee Directors pursuant to which an
option was granted to each of the four current outside directors, Messrs.
Sanders, Power, Panschar and Brewer, and will be granted to each future outside
director, for the purchase of 3,000 shares of the Company's Common Stock at an
exercise price equal to the fair market value of such shares on the date of
grant. Each option granted under this plan becomes exercisable in equal annual
installments over four years beginning one year after grant, and expiring ten
years after grant.
During fiscal 1995, in exchange for the cancellation of an outstanding
warrant to purchase 3,500 shares of Common Stock, Messrs. Sanders and Power each
received $4,375, which was the difference between the fair market value, on the
cancellation date, and the warrant exercise price.
SECURITIES REPORTING
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than 10%
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Officers and directors and greater than 10% shareholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of such forms received by it
since August 1, 1994, or written representations from certain reporting persons
that no Forms 5 were required for those persons, the Company believes that all
filing requirements applicable to its officers, directors, and greater than 10%
beneficial owners were complied with, except that William Panschar, a director
of the Company, filed one late Form 5 disclosing one exempt transaction.
7
<PAGE> 10
AUDITORS
Deloitte & Touche LLP will be the Company's independent auditor for the
current fiscal year. Deloitte & Touche LLP has served as the Company's
independent auditor since fiscal 1991. A representative of Deloitte & Touche LLP
will be at the Annual Meeting to answer questions from stockholders and to make
a statement if the representative desires.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1996 Annual Meeting
must be received by the Company no later than July 15, 1996 if they are to be
included in the Company's Proxy Statement relating to that meeting. Such
proposals should be addressed to the Secretary at the Company's offices.
GENERAL
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the meeting other than those described above.
However, if any other matters should come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their judgment on such matters.
By Order of the Board of Directors,
Lloyd A. Semple
Secretary
November 13, 1995
8
<PAGE> 11
PROXY PROXY
1995 ANNUAL STOCKHOLDERS' MEETING
DAEDALUS ENTERPRISES, INC.
The 1995 Annual Meeting of Stockholders of Daedalus
Enterprises, Inc. will be held at the Company's principal office,
300 Parkland Plaza, Ann Arbor, Michigan, on Tuesday, December 12,
1995, at 2:00 p.m., local time. The undersigned hereby constitutes
and appoints Thomas R. Ory and John D. Sanders, or either of them,
attorneys and proxies with power of substitution to vote all of the
shares of Common Stock that the undersigned is (are) entitled to
vote at the 1995 Annual Meeting and at any adjournments thereof,
upon the following matters, all of which are being proposed by the
Company:
(a) Election of Directors
For the election as directors of all nominees listed below
(except as marked to the contrary) / /
Garry D. Brewer; Thomas R. Ory; William S. Panschar;
Philip H. Power; John D. Sanders; Charles G. Stanich
Withhold authority for the following:
/ / Garry D. Brewer; / / Thomas R. Ory; / / William S. Panschar;
/ / Philip H. Power; / / John D. Sanders; / / Charles G. Stanich
Withhold authority for all nominees. / /
[Continued and to be signed on other side]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES. In their discretion, the proxies are also authorized to
vote upon such other matters as may properly come before the
meeting, including the election of any person to the Board of
Directors where a nominee named in the Proxy Statement dated
November 13, 1995 is unable to serve or, for good cause, will not
serve.
I (we) acknowledge receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement dated November 13, 1995 and
the 1995 Annual Report to Stockholders and ratify all that the
proxies or either of them or their substitutes may lawfully do or
cause to be done by virtue hereof and revoke all former proxies.
Signature: Date:
------------------ ----------
Signature: Date:
------------------ ----------
NOTE: Please sign exactly as name(s) appear(s) on stock records.
When signing as attorney, administrator, trustee, guardian or
corporate officer, please so indicate.
Comments/Address Changes:
----------------------------------------------
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF DAEDALUS
ENTERPRISES, INC.
