<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.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(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.
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/ / 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 10, 1996
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 10, 1996, 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, 1996,
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, 1996
<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
10, 1996, 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, 1996
will be entitled to vote at the Annual Meeting or any adjournment thereof. Each
holder of the 532,824 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, 1996. 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 9, 1996. 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, 1996, 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, 1996
-----------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES(1) CLASS(2)
-------------------------------------------------- --------- ----------
<S> <C> <C>
Thomas R. Ory..................................... 96,230(3) 16.1
P.O. Box 1869
Ann Arbor, Michigan 48106
Charles G. Stanich................................ 80,226(4) 13.5
P.O. Box 1869
Ann Arbor, Michigan 48106
</TABLE>
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(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 -- 65,000
shares; and Mr. Stanich -- 63,000 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 24,565 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.
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<PAGE> 5
ELECTION OF DIRECTORS
Five 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....... 58 Independent consultant and registered
representative of Wachtel & Co., Inc.,
an investment banking firm.............. 1982
Philip H. Power....... 58 Chairman, Suburban Communications Corp.,
a newspaper publishing company.......... 1985
Thomas R. Ory......... 57 President and Chief Executive Officer of
the Company............................. 1987
William S. Panschar... 39 Insurance agent for The Equitable Life
Assurance Society of the United States
and registered representative with E.Q.
Financial Consultants, Inc.............. 1989
Charles G. Stanich.... 52 Vice President-Research & Development
and Chief Operating Officer of the
Company 1989
</TABLE>
CERTAIN INFORMATION REGARDING NOMINEES
Mr. Sanders serves as a business consultant to emerging technology
companies. He was Chairman and Chief Executive Officer of Tech News, Inc., a
news publisher, from 1988 to 1996, prior to its sale to The Washington Post
Company. In addition, Mr. Sanders has been a Registered Representative of
Wachtel & Co., Inc., a Washington D.C.-based stock brokerage firm, since 1968.
Mr. Sanders serves on the boards of Information Analysis, Inc.; 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 became an insurance agent at The Equitable Life Assurance
Society of the United States, a life insurance and annuity company, and a
registered representative at EQ Financial Consultants, Inc., a company which
sells mutual funds and other various products, in June 1996. Prior to that he
was a Vice-President of National City Bank, Indiana from October 1993 to
3
<PAGE> 6
May 1996. Prior to taking the position at National City Bank, Mr. Panschar was
the Director-Corporate Development 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.
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, 1996, the Board met a total of five times.
The Audit Committee and the Executive Compensation/Stock Option Committee met
once each in fiscal 1996, and the Nominating Committee did not meet during
fiscal 1996. Each director attended at least 75% of the meetings of the Board
and the Committees of which he is a member during fiscal 1996, except for
William Panschar who attended 60% of such meetings.
The members of the Audit Committee are Messrs. 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. 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
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<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, 1996
---------------------------
NUMBER OF PERCENT
NAME SHARES(1) OF CLASS(2)
----------------------------------------------- --------- -----------
<S> <C> <C>
John D. Sanders................................ 24,250(3) 4.5%
Philip H. Power................................ 14,400 2.7
Thomas R. Ory.................................. 96,230(4) 16.1
William S. Panschar............................ 1,510 0.3
Charles G. Stanich............................. 80,226(5) 13.5
All directors and executive officers as a group
(6 persons).................................. 216,616(6) 32.6
</TABLE>
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(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, and
Panschar - 1500 shares each; Mr. Ory - 65,000 shares; and Mr. Stanich -
63,000 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 24,565 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.
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 1996, 1995 and 1994 to or on
behalf of the Company's Chief Executive Officer and Chief Operating Officer (the
"Named Officers"). None of the Company's other
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<PAGE> 8
executive officers earned more than $100,000 in salary and bonus during fiscal
1996 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................................. 1996 $148,000 $ -0- $ 26,501(2)
President and CEO 1995 $148,000 $ -0- $ 28,824
1994 $148,000 $7,400 $ 26,989
Charles G. Stanich............................ 1996 $130,000 $ -0- $ 25,406(2)
Vice-President-Research and 1995 $130,000 $ -0- $ 26,439
Development and COO 1994 $130,000 $6,500 $ 24,901
</TABLE>
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(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>
MEDICAL
REIMBURSEMENT IMPUTED INTEREST PENSION
DIRECTOR & RELATED TAX ON INTEREST-FREE PLAN
OFFICER'S NAME FEES REIMBURSEMENT LOAN CONTRIBUTION
- ------------------------------------- -------- ------------- ---------------- ------------
<S> <C> <C> <C> <C>
Thomas R. Ory........................ $5,100 $ 2,501 $175 $ 18,725
Charles G. Stanich................... $5,100 $ 4,125 $125 $ 16,056
</TABLE>
OPTIONS
The following table provides information concerning stock option exercises
in fiscal 1996 by the Named Officers and the value of their unexercised options
at July 31, 1996. 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 VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FISCAL YEAR-END 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.......... 10,000 (1,250)(1) 65,000 -0- -0- -0-
C. G. Stanich...... 7,000 (875)(1) 63,000 -0- -0- -0-
</TABLE>
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(1) The value realized on the exercise of the Company's stock options is the
average of the bid and ask price of the Company's stock on March 4 and March
6, 1996, respectively, the date of exercise, less the 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,
1996.
TERMINATION OF EMPLOYMENT
Each of the Named Officers of the Company is a party to 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 each Officer's termination of employment if such termination of
employment meets one of several criteria. In general, such amounts would be
payable upon
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<PAGE> 9
termination in anticipation of, or after, a change in control or upon
resignation following a reduction in such 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 Officer's duties, any change
in the Officer's status or title (other than a bona fide promotion) or any
required relocation of the Officer's residence should any 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.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
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, 1995, 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 Thomas R. Ory and Charles G.
Stanich, officers of the Company, each filed one late Form 4 disclosing one
transaction and Jane E. Barrett, an officer of the Company, filed one late Form
3.
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<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 1997 ANNUAL MEETING
Stockholder proposals intended to be presented at the 1997 Annual Meeting
must be received by the Company no later than July 15, 1997 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, 1996
8
<PAGE> 11
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PROXY PROXY
1996 ANNUAL STOCKHOLDERS' MEETING
DAEDALUS ENTERPRISES, INC.
The 1996 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 10,
1996, 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 1996 Annual Meeting and at any adjournments thereof,
upon the following matter which is 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) / /
Thomas R. Ory; William S. Panschar; Philip H. Power;
John D. Sanders; Charles G. Stanich
Withhold authority for the following:
/ / 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]
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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, 1996 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, 1996 and
the 1996 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:
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF DAEDALUS
ENTERPRISES, INC.
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