UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DAEDALUS ENTERPRISES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
23371210
(CUSIP Number)
Charles G. Stanich
P.O. Box 1869
300 Parkland Plaza
Ann Arbor, Michigan 48106
(313)769-5649
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 2, 1990
(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.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles G. Stanich
2 Check The Appropriate Box If A Member Of A Group* (a) [ ]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
PF
5 Check Box If Disclosure Of Legal Proceedings Is
Required Pursuant To Items 2(d) or 2(E)
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number Of 34,000
Shares 8 Shared Voting Power
Beneficially
Owned By 6,226
Each 9 Sole Dispositive Power
Reporting
Person 34,000
With 10 Shared Dispositive Power
6,226
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
40,226
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent Of Class Represented By Amount In Row (11)
7.2%
14 Type Of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Daedalus Enterprises, Inc. (the "Issuer"). The
address of the principal executive office of the Issuer is P.O. Box 1869,
300 Parkland Plaza, Ann Arbor, Michigan 48106.
Item 2. Identity and Background.
This Statement is filed on behalf of Charles G. Stanich, a citizen
of the United States of America. The principal occupation of Mr. Stanich is
Vice President-Research and Development and Chief Operating Officer of the
Issuer and his business address is the same as the Issuer's. During the
last five years, Mr. Stanich has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, become subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Stanich acquired his shares of Common Stock for cash from his
personal funds. The stock options he owns were granted by the Issuer in
connection with his employment.
Item 4. Purpose of Transaction.
Mr. Stanich acquired the shares of Common Stock he owns for
investment purposes. He may acquire additional shares of Common Stock from
time to time in the open market, in privately negotiated transactions or
otherwise or may dispose of the shares of Common Stock he holds. Mr.
Stanich is currently a member of the Issuer's Board of Directors. He has no
other present plans or proposals with respect to the Issuer of the kind set
forth under Item 4 of the Schedule 13D Instructions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Stanich beneficially owns 40,226 shares of Common Stock,
constituting approximately 7.2% of the issued and outstanding shares of
Common Stock. The number of shares of Common Stock beneficially owned by
Mr. Stanich includes 23,000 shares which he has the right to acquire
pursuant to employee stock options which are exercisable currently or within
the next 60 days.
(b) Mr. Stanich has sole voting and dispositive power as to
11,000 shares of Common Stock which he owns individually and as to the
23,000 shares which he has the right to acquire pursuant to stock options
(when such options are exercised). Mr. Stanich shares voting and
dispositive power with respect to 3,526 shares of Common Stock he owns
jointly with his spouse and with respect to 2,700 shares he owns jointly
with his mother.
(c) Mr. Stanich has had no transactions in the Common Stock
during the past 60 days. His most recent transaction in the Common Stock
was his exercise of an option to purchase 7,000 shares at $2.75 per share on
March 6, 1996. An option to purchase 50,000 shares at $5.00 per share
expired on December 31, 1996.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Stanich has three employee stock options to purchase a total of
33,000 shares of Common Stock. One option (granted under the Issuer's Long
Term Incentive Plan) permits him to purchase up to 20,000 shares at $2.25
<PAGE>
per share on or before December 10, 2006. One-half of such option is
currently exercisable and the remainder becomes exercisable on December 10,
1997. A second option (granted pursuant to the Issuer's 1983 Incentive
Stock Option Plan) permits Mr. Stanich to purchase up to 10,000 shares at
$4.00 per share on or before June 14, 1998. A third option (granted
pursuant to the Issuer's 1983 Incentive Stock Option Plan) permits Mr.
Stanich to purchase up to 3,000 shares at $2.75 per share on or before
October 20, 1997. The options are not transferable (except by will or the
laws of descent and distribution) and will terminate at certain times prior
to their expiration in the event of a termination of employment.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 1983 Incentive Stock Option Plan of Daedalus Enterprises,
Inc. (filed as exhibit 10.60 to the Issuer's 1994 Form 10-K
and incorporated herein by reference)
Exhibit 2 Daedalus Enterprises, Inc. Long-Term Incentive Plan (filed
as exhibit 10.610 to the Issuer's 1994 Form 10-K and
incorporated herein by reference)
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 27, 1997
/s/Charles G. Stanich
Charles G. Stanich
