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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (date of earliest event reported): June 9, 1998
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SENSYS TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 000-08193 38-1873250
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
8419 TERMINAL ROAD
NEWINGTON, VIRGINIA 22122-1430
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 550-7000
DAEDALUS ENTERPRISES, INC.
300 PARKLAND PLAZA
P.O. BOX 1869
ANN ARBOR, MI 48106
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 9, 1998, certain affiliates of S.T. Research Corporation, a
Virginia corporation ("STR") acquired control of Sensys Technologies Inc.,
formerly known as Daedalus Enterprises, Inc.1 ("Sensys" or the "Registrant"
or the "Company"), pursuant to the terms and conditions of that certain
Agreement and Plan of Merger dated as of December 23, 1997 (the "Merger
Agreement") by and between Sensys, STR and DEI Merger Sub, Inc., a
wholly-owned subsidiary of Sensys ("Merger Sub"). Pursuant to the Merger
Agreement, which was approved by the shareholders of STR on June 9, 1998,
each share of STR common stock was converted into the right to receive 2.58
shares of newly issued common stock, and Merger Sub was to be merged with and
into STR (the "Merger"), causing STR to become a wholly-owned subsidiary of
Sensys. The Merger was consummated on June 9, 1998 with the filing of
Articles of Merger with the Commonwealth of Virginia State Corporation
Commission.
Upon the consummation of the Merger, the former STR stockholders own
approximately 86.5% of the outstanding shares of the Registrant's common
stock. All of the directors and officers of STR as a group acquired 56.2% of
the issued and outstanding shares of common stock of Sensys in exchange for
shares of common stock of STR held by them. Specifically, the following
individuals acquired that percentage of Sensys common stock set forth
opposite their names:
<TABLE>
<CAPTION>
Name Number of Shares Acquired Percent of Class
<S> <C> <C>
S.R. Perrino 799,688 20.2
Donald Reiser 234,318 5.9
Robert Bower 52,624 1.3
S. Kent Rockwell 981,194 24.8
John D. Sanders 69,460 1.8
Charles Bernard 25,800 *
Admiral James Busey, IV 25,800 *
</TABLE>
* less than one percent
In connection with the Merger, Thomas Ory, Charles Stanich, John
Sanders, Philip Power, S.R. Perrino, Robert Bower, John Sanders, Donald
Reiser and Sensys entered into a Voting Agreement, dated as of December 23,
1997. The Voting Agreement provides, among other things, for a period
beginning at the time of the Merger, and ending on the date following the
conclusion of the second annual meeting of the stockholders of Sensys after
the
- --------
1 Also on June 9, 1998, the Registrant's shareholders approved a proposal to
amend and restate the Registrant's Certificate of Incorporation to change the
name of the company from "Daedalus Enterprises, Inc." to "Sensys Technologies
Inc.", as well as increase the number of authorized shares of common stock to
5,000,000. (See Item 5 of this report).
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Merger, that (i) except under certain circumstances, the number of directors on
the Board of Directors of Sensys shall be fixed at seven and (ii) each of the
parties to the Voting Agreement will nominate Thomas R. Ory, John D. Sanders,
Philip H. Power, S. R. Perrino, S. Kent Rockwell, James Busey and Charles
Bernard for election as directors at each meeting of the stockholders of Sensys
at which directors are elected, subject to the consent of such persons to serve
in such capacity.
Subsequent to approval of the Merger Agreement and the consummation of
the Merger, at a meeting held June 9, 1998, the Board of Directors of Sensys
fixed the number of directors at seven, and William S. Panschar and Charles
G. Stanich thereafter both resigned from the Board, as contemplated by the
Merger Agreement. Thereafter, the Board appointed Messrs. Perrino, Rockwell,
Busey and Bernard to the Board to fill the four vacancies on the Board. The
Board also elected the following officers:
S. R. Perrino President and Chief Executive Officer
Donald Reiser Senior Vice President, Research
and Development
Robert Bower Chief Financial Officer and Treasurer
Thomas Ory Vice President; President of the Imaging
Group
The Board voted to merge STR with and into the Registrant.
(b) There are no current arrangements which may result in a change of
control of the issuer.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants.
On June 9, 1998, the Registrant dismissed Deloitte & Touche, LLP as its
independent accountants. Except for a going concern explanatory paragraph set
forth in its September 23, 1997 report, the reports of Deloitte & Touche LLP on
the Company's financial statements for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. The
decision to change independent accountants was approved by the Board of
Directors as a whole. In connection with the audits of the Company's
financial statements for each of the two fiscal years ended July 31, 1997 and
July 31, 1996, and in the subsequent six-month interim period ended April 30,
1998, there were no disagreements with Deloitte & Touche LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Deloitte &
Touche LLP, would have caused Deloitte & Touche LLP to make reference to the
matter in their report on the financial statements for such periods.
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During the Registrant's two most recent fiscal years and through June
9, 1998, there has been no reportable event as defined in Regulation S-K Item
304(a)(1)(v). The Registrant has requested that Deloitte & Touche, LLP
furnish it with a letter addressed to the Commission stating whether or not
Deloitte & Touche LLP agrees with the above statements. A copy of such
letter, dated June 11, 1998, is filed as Exhibit 16.1 to this report.
(b) New independent accountants.
The Company engaged Coopers & Lybrand L.L.P. as the Company's new
independent accountants as of June 9, 1998. Coopers & Lybrand L.L.P. had served
as the independent accountants of S.T. Research Corporation for fiscal year
ended September 30, 1997.
ITEM 5. OTHER EVENTS.
On June 9, 1998, the shareholders of the Registrant approved a proposal
to amend and restate the Registrant's certificate of incorporation to
increase the number of authorized shares of common stock, $.01 par value, to
five million (5,000,000) and change the name of the registrant to Sensys
Technologies Inc. On June 9, 1998, subsequent to the shareholder vote, the
Company filed a Restated and Amended Certificate of Incorporation reflecting
such changes with the Delaware Secretary of State, Division of Corporations.
Additionally, at the June 9, 1998 shareholders' meeting, the
shareholders approved an amendment to the Company's Long-Term Incentive Plan
(the "Plan") increasing the number of shares of common stock issuable under
Plan from 64,000 to 400,000, and increasing the limit on the number of shares
of common stock that maybe subject to options granted to any salaried
employee in any three consecutive fiscal years from 25,000 to 100,000.
ITEM 7. FINANCIAL STATEMENTS.
(a) The annual financial statements required by this item
are incorporated by reference to the Company's Registration
Statement on Form S-4 Amendment No. 2, filed with the Securities &
Exchange Commission on May 12, 1998, File No. 333-47333. As of the
date of this Form 8-K, it is impracticable for the Company to file
the required interim financial statements of the acquired business.
The Company intends to file such required information as soon as the
interim financial statements become available, but in any event not
later than August 14, 1998.
(b) As of the date of this Form 8-K, it is impracticable for the Company
to file the required pro forma financial information required by
this item. The Company intends to file such required information as
soon as the pro forma financial information becomes available, but
in any event not later than August 14, 1998.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of December 23, 1997 by
and among Registrant, DEI Merger Sub, Inc. and S.T.
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Research Corporation (incorporated by reference to Exhibit 2.1
to Form 8-K filed with the Securities and Exchange Commission
on December 29, 1997, File No. 000-08193).
3.1 Amended and Restated Certificate of Incorporation (filed
herewith).
3.2 By-Laws, as amended (filed herewith).
10.1 Voting Agreement (filed herewith).
16.1 Letter from Deloitte & Touche LLP (filed herewith).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
23.2 Consent of Ross, Langan & McKendree, L.L.P. (filed herewith).
99.1 Press Release of the Company dated June 11, 1998 (filed
herewith).
ITEM 8.
On June 9, 1998, the Registrant changed the end of its fiscal year to
September 30. Because the Registrant is accounting for the merger as a
reverse acquisition and has adopted the fiscal year end of the accounting
acquiror, no transition report will be filed.
The next quarterly report beyond the quarterly report for the quarter
ended April 30, 1998 will be filed for the quarterly period ended June 30,
1998 (based on the new fiscal year end).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SENSYS TECHNOLOGIES INC.
(Registrant)
Date: June 15, 1998 By: /s/
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Robert R. Bower
Chief Financial Officer and Treasurer
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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
Daedalus Enterprises, Inc., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Daedalus Enterprises, Inc.
Daedalus Enterprises, Inc. was originally incorporated under the same name,
and the original Certificate of Incorporation of the corporation was filed
with the Secretary of State of the State of Delaware on January 13, 1969.
2. Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of
the Certificate of Incorporation of this corporation, and has been duly
adopted in accordance with Sections 242 and 245.
3. The text of the Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
FIRST. The name of the corporation is Sensys Technologies Inc.
SECOND. Its registered office in the State of Delaware is
located at No. 100 West Tenth Street, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The
Corporation Trust Company, No. 100 West Tenth Street, Wilmington,
Delaware.
THIRD. The nature of the business and its purpose is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware, including, without
limitation, research, development and manufacturing.
FOURTH. The total number of shares of Common Stock which the
corporation shall have authority to issue is five million (5,000,000)
and the par value of each of such shares is $0.01, amounting to fifty
thousand dollars ($50,000.00).
FIFTH. [RESERVED]
SIXTH. [RESERVED]
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be
subject to the
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payment of corporate debts to any extent whatever.
NINTH. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
To make, alter or repeal the bylaws of the corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the corporation.
To set apart out of any of the funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
By resolution passed by a majority of the whole board, to
designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided
in the resolution or in the bylaws of the corporation, shall have and
may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it.
Such committee or committee shall have such name or names as may be
stated in the bylaws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of
a majority of the stock issued and outstanding having voting power
given at a stockholders' meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all of
the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock in,
and/or other securities of, any other corporation or corporations, as
its board of directors shall deem expedient and for the best interests
of the corporation.
TENTH. Meetings of stockholders may be held outside the State of
Delaware, if the bylaws so provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside
the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the bylaws of the
corporation. Elections of directors need not be by ballot unless the
bylaws of the corporation shall so provide.
ELEVENTH. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are
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granted subject to this reservation.
TWELFTH. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or
between this corporation and its stockholders or any class of them, any
court of equitable jurisdiction within the State of Delaware may, on
the application in a summary way of this corporation or of any creditor
or stockholder thereof or on the application of any receiver or
receivers appointed for this corporation under the provisions of
section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for
this corporation under the provisions of section 279 or Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors
and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case
may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of
this corporation, as the case may be, and also on this corporation.
THIRTEENTH: A Director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for
liability (i) for any breach of the Director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, as the same exists or hereafter may be amended, or
(iv) for any transaction from which the Director derived an improper
personal benefit. If the General Corporation Law of the State of
Delaware hereafter is amended to authorize the further elimination or
limitation of the liability of Directors, then the liability of a
Director of the corporation, in addition to the limitation on personal
liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law of the State
of Delaware. Any repeal or modification of this Article THIRTEENTH by
the stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of
a Director of the corporation existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, the undersigned corporation has executed, signed
and acknowledged this Amended and Restated Certificate of Incorporation this
9th day of June, 1998.
/s/ Thomas R. Ory
------------------------------
Thomas R. Ory
President (authorized officer)
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Acknowledged:
/s/ Lloyd A. Semple
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Lloyd A. Semple, Secretary
ID\JKK
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EXHIBIT 3.2
BYLAWS
OF
DAEDALUS ENTERPRISES, INC.
OFFICES
1. The Corporation shall at all times maintain a registered office
in the State of Delaware, which, except as otherwise ordered by the Board of
Directors, shall be at Wilmington, Delaware.
2. The Corporation may also have offices at such other places within
or outside of the State of Delaware as the Board of Directors shall from time
to time appoint or the business of the Corporation require.
SEAL
3. The Corporation shall have a seal which shall have inscribed
thereon the name of the Corporation, the state of incorporation, and the
words "Corporate Seal". Such seal may be used by causing it or a facsimile
to be imprinted, affixed or otherwise reproduced.
CAPITAL STOCK
4. The shares of the capital stock of the Corporation shall be
issued by the Board of Directors, in such amounts, at such times, for such
consideration, and on such terms and conditions as the Board shall deem
advisable, subject to any restrictions and provisions of the Articles of
Incorporation of the Corporation and to any further provisions of these
Bylaws.
5. The shares of the capital stock of the Corporation shall be
represented by certificates signed and sealed in accordance with the
provisions of the laws of the State of Delaware. Certificates shall have a
form and content complying with the laws of the State of Delaware and
approved by the Board of Directors.
6. The shares of the capital stock of the Corporation are
transferable only on the books of the Corporation upon surrender of the
certificates therefor properly endorsed for transfer, or otherwise properly
assigned, and the presentation of such evidences of ownership of the shares
and validity of the assignment as the Corporation may require.
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7. The Corporation shall be entitled to treat the person in whose
name any share of stock is registered as the owner thereof for purposes of
dividends and other distributions in the
course of business or in the course of recapitalization, consolidation,
merger, reorganization, liquidation, or otherwise, and for the purpose of
votes, approvals, and consents by shareholders, and for the purpose of
notices to shareholders, and for all other purposes whatever, and shall not
be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not the Corporation shall
have notice thereof, save as expressly required by the laws of the State of
Delaware.
8. The Board of Directors may appoint one or more transfer agents
and registrars, and may require certificates for shares to bear the signature
of such transfer agent(s) and registrar(s).
9. Upon the presentation to the Corporation of a proper affidavit
attesting the loss, destruction or mutilation of any certificate for shares
of stock of the Corporation, the Board of Directors may direct the issuance
of a new certificate in lieu of and to replace the certificate so alleged to
be lost, destroyed or mutilated. The Board of Directors may require as a
condition precedent to the issuance of a new certificate any or all of the
following, to-wit: (a) additional evidence of the loss, destruction or
mutilation claimed; (b) advertisement of the loss in such manner as the Board
of Directors may direct or approve; (c) a bond or agreement of indemnity, in
such form and amount and with such surety (or without surety) as the Board of
Directors may direct or approve; (d) the order or approval of a court.
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
10. All meetings of shareholders shall be held at such place within
or outside of the State of Delaware as shall be fixed by the Board of
Directors and stated in the notice of meeting.
11. The annual meeting of shareholders of the Corporation shall be
held on the second Wednesday in January of each year, at 2:00 o'clock in the
afternoon. Directors shall be elected at each annual meeting by a plurality
vote and such other business shall be transacted as may come before the
meeting. [Amended January 14, 1969 & Amended October 15, 1983]
12. Special meetings of shareholders may be called at any time by
the President and shall be called by the President or Secretary at the
written request of a majority of the directors or of shareholders holding a
majority of the shares of stock of the Corporation outstanding and entitled
to vote. The request shall state the purpose or purposes for which the
meeting is to be called. The notice of every special meeting of shareholders
shall state the purpose for which it is called.
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13. Written notice of each meeting of shareholders shall be mailed
to each shareholder of record at his last address as it appears on the books
of the Corporation at least ten days prior to the date of the meeting.
14. The Board of Directors shall have power to close the stock
transfer books of the Corporation for a period not more than sixty nor less
than ten days preceding the date of any meeting of shareholders, or the date
for payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date not more than
sixty nor less than ten days preceding the date of any meeting of
shareholders, or the date for any payment of dividends, or the date for
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the shareholders entitled to vote at any such meeting or entitled to receive
payment of any such dividend or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, and in such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid. This bylaw shall in no way affect the rights of a
shareholder and his transferee or transferor as between themselves.
15. The holders of a majority of the outstanding shares of stock of
the Corporation having voting power (excluding shares belonging to the
Corporation) present or represented by proxy shall constitute a quorum at any
meeting of shareholders for the transaction of business, except as otherwise
provided by statute. In the absence of a quorum, the shareholders present in
person or by proxy shall have power to adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum is
present. At such adjourned meeting, any business may be transacted which
might have been transacted at the meeting as originally notified.
16. All proxies shall be filed with the secretary at or before the
meeting at which they are intended to be used. A proxy shall be deemed
sufficient if it appears on its face to confer the requisite authority and is
signed by the owner of the stock to be voted. No witnesses to the execution
of any proxy shall be required.
17. Unless otherwise provided by the Articles of Incorporation or by
statute, each shareholder of the Corporation shall, at every meeting of
shareholders, be entitled to one vote in person or by proxy for each share of
capital stock of the Corporation registered in his name.
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18. Any other corporation owning voting shares in this Corporation may
vote the same by its President or by proxy appointed by him, unless some
other person shall be appointed to vote such shares by resolution of the
Board of Directors of such shareholder corporation. A partnership holding
shares of this Corporation may vote such shares by any partner or by proxy
appointed by any partner. [Amended December 11, 1990]
DIRECTORS AND MEETINGS OF DIRECTORS
19. The business of the Corporation shall be managed by the Board of
Directors who shall exercise all the powers of the Corporation not reserved
to or conferred on the shareholders by statute, the Articles of Incorporation
or the Bylaws of the Corporation.
20. The number of directors shall be not less than three (3) nor
more than nine (9). [Amended December 4, 1972]
21. Directors shall be elected at each annual meeting of
shareholders and shall hold office until the next annual meeting of
shareholders and/or until their respective successors are elected and
qualified, or until they resign. Directors need not be stockholders.
22. Vacancies in the Board of Directors occurring by reason of
death, resignation, increase in the number of directors, or otherwise, may be
filled by the remaining members of the Board by a majority vote, and the
directors so elected shall hold office until the next annual meeting of
stockholders and until their successors are duly elected.
23. Regular meetings of the Board of Directors shall be held at such
times and at such place or places as the directors shall, from time to time,
determine at a prior meeting. Special meetings of the Board may be called by
the Chairman of the Board or President of the Corporation and shall be called
by either of said officers upon the written request of any two directors.
Special meetings shall be held at the office of the Corporation or at such
places as is stated in the notice of the meeting. No notice shall be required
for regular meetings of the Board. Notices of special meetings shall be given
by mail at least five days before the meeting or by telegram at least three
days before the meeting. Notice may be waived. Notices need not include any
statement of the purpose of the meeting.
24. When all of the directors shall be present at any meeting,
however called or notified, they may act upon any business that might
lawfully be transacted at regular meetings of the Board, or at special
meetings duly called, and action taken at such meetings shall be as valid and
binding as if legally called and notified.
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25. A majority of the Board of Directors shall constitute a quorum
for the transaction of business, and the acts of a majority of the directors
present at any meeting at which there is a quorum present shall be the acts
of the Board; provided, however, that the directors may act in
such other manner, with or without a meeting, as may be permitted by the laws
of the State of Delaware and provided further, that if all of the directors
shall consent in writing to any action taken by the Corporation, such action
shall be as valid as though it had been authorized at a meeting of the Board.
26. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate three or more of their number to constitute an
executive committee to have and exercise the authority of the Board of
Directors between meetings of the Board, subject to such limitations and
restrictions as the Board may impose. The Board may appoint such other
committees as it considers appropriate.
27. Directors shall receive such salaries and such fees for
attendance at meetings of the Board or of committees thereof as the Board
shall fix.
OFFICERS
28. The Board of Directors shall elect a Chairman, a President, a
Secretary, and a Treasurer and may elect one or more Vice Presidents,
Assistant Secretaries and Assistant Treasurers. The Chairman and the
President shall be directors of the Corporation. Other officers need not be
directors, but a Vice President who is not a director cannot succeed to or
fill the office of President. Any two of the above offices, except those of
President and Vice President, may be held by the same person, but no officers
shall execute, acknowledge or verify any instrument in more than one capacity.
29. Officers of the Corporation shall hold office until they resign
or until their successors are chosen and qualified. Any officer, agent or
employee may be removed at any time by the Board. Vacancy occurring in any
office or position at any time may be filled by the Board.
30. All officers, agents and employees of the Corporation shall
respectively have such authority and perform such duties in the conduct and
management of the Corporation as may be delegated by the Board of Directors
or by these Bylaws.
31. Officers shall receive such compensation as may from time to
time be determined by the Board of Directors. Agents and employees shall
receive such compensation as may from time to time be determined by the
President of the Corporation.
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32. The President shall preside at all meetings of shareholders. The
Chairman shall preside at all meetings of the Board of Directors; in his
absence the President shall preside.
33. The President shall be the executive officer of the Corporation,
supervising and directing the operations of the Business in accordance with
the policies determined by the Board of Directors.
34. The Vice President, in the absence or incapacity of the
President, shall perform the duties of that office. If there be more than one
vice president, the Board of Directors may designate the Vice President who
is to perform the duties of the President in the event of his absence or
incapacity. The Vice President shall have such other duties and authority as
may be delegated by the Board of Directors.
35. The Secretary shall attend all meetings of the Board of
Directors and all meetings of shareholders and shall record all votes and
minutes from all proceedings in a book to be kept for that purpose. He shall
keep in safe custody the seal of the Corporation and, when authorized by the
Board, affix the same to any instrument requiring it, and, when so affixed,
it shall be attested by his signature or by the signature of the Treasurer or
an Assistant Secretary. The Secretary shall perform such other duties and
have such other authorities as are delegated to him by the Board of Directors.
36. The Treasurer shall be responsible for all funds of the
Corporation, accounts receivable and payable, taxes and corporate debt. He
shall prepare and be responsible for all general ledger and financial
statements and statistical reports and shall perform such other duties as
shall be assigned by the Board of Directors.
37. The Board of Directors of the Corporation may require any
officer, agent or employee to give bond for the faithful discharge of his
duty and for the protection of the Corporation, in such sum and with such
surety as the Board deems advisable.
BANKING, CHECKS AND OTHER INSTRUMENTS
38. The Board of Directors shall by resolution designate the bank or
banks in which the funds of the Corporation shall be deposited, and such
funds shall be deposited in the name of the Corporation and shall be subject
to checks drawn as authorized by resolution of the Board of Directors.
39. The Board of Directors may in any instance designate the
officers and agents who shall have authority to execute any contract,
conveyance, or other instrument in behalf of the Corporation; or may ratify
or confirm any execution. the execution of any instrument has been
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<PAGE> 7
authorized without specification of the executing officer or agents, the
President or any Vice President, and the Secretary or Assistant Secretary or
Treasurer or Assistant Treasurer may execute the same in the name and on
behalf of the Corporation and may affix the corporate seal thereto.
40. The fiscal year of the Corporation shall begin on the first day
of January and end on the thirty-first day of December. [Amended January 14,
1969]
BOOKS AND RECORDS
41. The proper officers and agents of the Corporation shall keep and
maintain such books, records and accounts of the Corporation's business and
affairs and such stock ledgers and lists of shareholders as the Board of
Directors shall deem advisable and as shall be required by the laws of the
State of Delaware and/or other states or jurisdictions empowered to impose
such requirements.
INDEMNIFICATION
42. Each person now or in the future a director, officer, agent or
employee of the Corporation (and his heirs, executors and administrators)
shall be indemnified by the Corporation against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually
and reasonably incurred by him in connection with any action, suit or
proceeding to which he may be made a party by reason of his being, or having
been, a director, officer, agent or employee of the Corporation (whether or
not he continues to be such at the time of incurring such expenses) if he
acted in good faith and in a manner he reasonably believed to be in and not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. This provision is intended to provide for directors, officers,
agents and employees of the Corporation such indemnification as permitted
under the Delaware corporation law; it shall not operate to indemnify any
director, officer, agent or employee in any case in which such
indemnification is for any reason contrary to law. [Amended May 22, 1987]
AMENDMENTS
43. These Bylaws may be altered or repealed and new bylaws may be
made, altered or repealed at any regular meeting of the stockholders or the
Board of Directors, or at any special meeting of the stockholders or Board of
Directors provided that notice of such proposed making, alteration or repeal
be included in the notice of such special meeting. The power of the
stockholders and the Board shall include the fixing and appointing of the
number of directors.
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<PAGE> 8
AMENDMENTS TO THE
BYLAWS OF
DAEDALUS ENTERPRISES, INC.
The following amendments were adopted by the Board of Directors at a meeting
held on January 14, 1969:
RESOLVED, that Paragraph 40 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended to read in its entirety as follows:
"The fiscal year of the Corporation shall begin on the first day of August
and end on the thirty-first day of July."
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended to read in its entirety as follows:
"The annual meeting of the shareholders of the Corporation shall be held on
the first Monday in December of each year, at two o'clock in the afternoon.
Directors shall be elected at each annual meeting by a plurality vote and
such other business shall be transacted as may come before the meeting."
The following amendments were adopted by the Board of Directors at a
meeting held on December 4, 1972:
RESOLVED, that Section 20 of the Bylaws of this Corporation be and
they are hereby amended to read as follows:
"20. The number of Directors shall be not less than three (3) nor
more than ten
(10)."
The following amendments were adopted by the Board of Directors at a
meeting held on October 15, 1983:
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc., as amended on January 14, 1969, be and the same hereby is, amended to
read in its entirety as follows: "The Annual Meeting of the Shareholders of
the Corporation shall be held within the first two weeks of December of each
year at two o'clock in the afternoon. Actual date of the meeting will be set
by the Board of Directors at their regular meeting in October of each year.
Directors shall be elected at each annual meeting by a plurality vote and
such other business shall be transacted as may come before the meeting."
RESOLVED, FURTHER, that the above resolution pertains to all annual
meetings of the shareholders of the Corporation since 1971.
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<PAGE> 9
The following amendment was adopted by the Board of Directors at a
meeting held on May 22, 1987:
RESOLVED, that Paragraph 42 of the Bylaws of Daedalus Enterprises,
Inc. be, and the same hereby is, amended in its entirety to read as follows:
"42. (a) Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as director or officer or in any other
capacity while serving as a director or officer, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, Thus, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, EPISA excise taxes or penalties and amounts to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that
except as provided in paragraph (b) hereof with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or
part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Section or otherwise.
(b) Right of Director or Officer Claimant to Bring Suit. If a claim
under paragraph (a) of this Section is not paid in full by the Corporation
within (60) days
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<PAGE> 10
after a written claim has been received by the Corporation, except in a case
of a claim for expenses incurred in defending a proceeding in advance of its
final disposition, in which case the applicable period shall be twenty (20)
days, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. A determination that the claimant has not met
the applicable standard of conduct, when made: (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who are not parties to
such action, suit, or proceeding; or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or (3) by the stockholders,
shall serve as evidence in support of a contention by the Corporation that
the claimant has not met that standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and to be paid by the Corporation
the expenses incurred in defending any proceeding in advance of its final
disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this Section with respect to the indemnification
and advancement of expenses of directors and officers of the Corporation.
(e) Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law."
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<PAGE> 11
The following amendment was adopted by the Board of Directors at a meeting
held on December 11, 1990:
RESOLVED, that Paragraph 18 of the Bylaws of Daedalus Enterprises,
Inc., be and the same hereby is, amended in its entirety to read as follows:
"18. (a) Inspectors of Elections. The Board of Directors shall
appoint, prior to the meeting, one or more inspectors of elections. The
inspectors will be responsible for ascertaining the number of shares
outstanding and the voting power of each, determining the shares represented
at the meeting and validity of proxies and ballots, counting all votes and
ballots, determining and retaining for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors,
and certifying their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist in the performance of the
duties of the inspectors."
The following amendment was adopted by the Board of Directors at a
meeting held on October 24, 1997:
RESOLVED, that Paragraph 11 of the Bylaws of Daedalus Enterprises,
Inc, as amended October 15, 1983, be and the same hereby is, amended to read
in its entirety as follows:
The Annual Meeting of the Shareholders of the Corporation shall be
held within the first two weeks of December of each year at two
o'clock in the afternoon, or at such other date and time as the Board
of Directors may determine from time to time. Directors shall be
elected at each annual meeting by a plurality vote and such other
business shall be transacted as may come before the meeting.
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<PAGE> 1
EXHIBIT 10.1
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT is entered into as of the 23rd day of December,
1997, by and among Daedalus Enterprises, Inc., a Delaware corporation
("DEI"), the persons listed on the signature page hereto as DEI Stockholders
(the "DEI Stockholders") and the persons listed on the signature page hereto
as STR Stockholders (the "STR Stockholders").
RECITALS:
This Agreement is made with reference to the following acts and
objectives:
(a) Each of the DEI Stockholders own shares of common stock,
par value $.01 (the "DEI Common Stock") of DEI.
(b) Each of the STR Stockholders own shares of the common
stock, par value $.10 ("STR Common Stock"), of S. T. Research
Corporation, a Virginia corporation ("STR").
(c) Pursuant to an Agreement and Plan of Merger of even date
herewith between STR, DEI and a wholly-owned subsidiary of DEI (the
"Merger Agreement"), each of the STR Stockholders will acquire DEI
Common Stock at the time of the filing of Articles of Merger with the
Virginia State Corporation Commission (the "Effective Time") with
respect to the merger of a wholly-owned subsidiary of DEI with and into
STR (the "Merger").
(d) The parties hereto believe that it is in their best
interest (i) to make certain provisions for the voting and non-transfer
of their DEI Common Stock and STR Common Stock in connection with the
Merger; and (ii) to provide for the election of certain directors to
the Board of Directors of DEI following the Merger.
AGREEMENT:
In order to consummate the desires of the parties set forth in the
foregoing recitals, each of the parties hereby agrees as follows:
1. DEI Stockholders' Agreements. Provided that the Merger Agreement
has not been terminated in accordance with its terms (or notice of
termination given and not withdrawn), each of the DEI Stockholders agrees
that:
1
<PAGE> 2
1.1 Voting. At the DEI Stockholder Meeting contemplated under
the Merger Agreement, such DEI Stockholder shall vote all of the shares
of DEI Common Stock with respect to which he has or shares voting power
for the approval of the matters stated in Section 5.2 of the Merger
Agreement to be brought before such meeting.
1.2 No Transfer of DEI Common Stock. Prior to the earlier of
the Merger, the termination of the Merger Agreement or July 1, 1998,
each DEI Stockholder agrees not to sell, transfer or assign any of his
shares of DEI Common Stock unless the purchaser, transferee or assignee
agrees in writing to accept such shares of DEI Common Stock subject to
this Agreement in the capacity of a DEI Stockholder hereunder.
2. STR Stockholders' Agreements. Provided that the Merger Agreement
has not been terminated in accordance with its terms (or notice of
termination given and not withdrawn), each of the STR Stockholders agrees
that:
2.1 Voting. At the STR Stockholders Meeting contemplated under
the Merger Agreement, such STR Stockholder shall vote all of the shares
of STR Common Stock with respect to which he has or shares voting power
for approval of the Merger Agreement, the Merger and the consummation
of the transactions contemplated thereunder.
2.2 No Transfer of STR Common Stock. Prior to the earlier of
the Merger, the termination of the Merger Agreement or July 1, 1998,
each STR Stockholder agrees not to sell, transfer or assign any of his
shares of STR Common Stock unless the purchaser, transferee or assignee
agrees in writing to accept such shares of STR Common Stock subject to
this Agreement in the capacity of an STR Stockholder hereunder.
3. DEI Agreements. For a period beginning at the Effective Time and
ending on the date following the conclusion of the second annual meeting of
the stockholders of DEI after the Effective Time, DEI agrees (a) that, except
as provided in the next sentence, the number of directors on its Board of
Directors shall be fixed at seven and (b) to nominate Thomas R. Ory, John D.
Sanders, Philip H. Power, Santo R. Perrino, Kent Rockwell, James Busey and
Charles Bernard for election as directors at each meeting of the stockholders
of DEI at which directors are elected, subject to the consent of such persons
to serve in such capacity. In the event that, after the Effective Time and
before the conclusion of the second annual meeting of the stockholders of DEI
after the Effective Time, DEI engages in a financing transaction or an
acquisition transaction the terms of which require DEI to increase the number
of directors on the Board and to appoint a new director or directors to fill
the vacancy or vacancies created thereby, such an increase in the number of
directors shall not constitute a breach of clause (a) of the preceding
sentence, provided that the number of directors is not increased to more than
10.
4. Notices. All notices which are required or may be given pursuant
to this Agreement shall be in writing and shall be sufficient in all respects
if given in writing and delivered personally or mailed by registered,
certified or express mail, postage prepaid, as follows:
2
<PAGE> 3
If to DEI or the STR Stockholders: S.R. Perrino
8419 Terminal Road
Newington, Virginia 22122
If to the DEI Stockholders: Thomas R. Ory
300 Parkland Plaza
Ann Arbor, Michigan 48106
or at such other address as any party hereto shall have designated by notice
in writing to all other parties hereto specifically referring to this Section
4 of this Agreement.
5. Jurisdiction. This Agreement shall be interpreted and construed
under the laws of the State of Delaware applicable to contracts executed and
fully performed in the State of Delaware.
6. Modification. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior oral and written understandings, agreements,
representations and negotiations. Except as provided in Section 11 hereof,
this Agreement may not be modified except in writing signed by all of the
parties.
7. Causation and Specific Performance. Each of the parties agrees
to vote their respective DEI Common Stock and STR Common Stock and all
parties agree to cooperate and perform every act and execute every document
necessary to enforce the rights and obligations provided in this Agreement.
The provisions of this Agreement may be enforced specifically and each party
waives all claims and defenses that an adequate remedy at law or in damages
exists and agrees that none does exist. No waiver of any provision or breach
of this Agreement will be effective unless in writing signed by the party or
parties granting the waiver, and no waiver will be deemed a waiver of any
other breach.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of which
together will constitute the same agreement, whether or not all parties
execute each counterpart.
9. Construction. The language in all parts of this Agreement shall
in all cases be construed as a whole according to its fair meaning, strictly
neither for nor against any party hereto, and without implying a presumption
that the terms thereof shall be more strictly construed against the person
who himself or through his agent prepared the same, it being agreed that
representatives of each party hereto have participated in the preparation
hereof.
10. Further Assurances. Each of the parties hereto agrees that it or
he will, at any time, and from time to time after the date hereof, upon the
reasonable request of the other parties, do, execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered, all
such acts and instruments as may be reasonably required in conformity with
this Agreement to consummate the transactions contemplated herein (including,
without limitation,
3
<PAGE> 4
irrevocable proxies).
11. Binding Effect; Assignability; Additional Parties. Neither this
Agreement nor any of the parties' rights hereunder shall be assignable by any
party hereto without the prior written consent of the other parties hereto.
The terms, conditions and restrictions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto, and their respective
successors and assigns; provided, however, that this Agreement shall not be
binding upon transferees of DEI Common Stock after the Effective Time if such
DEI Common Stock was transferred pursuant to (a) an effective registration
statement under the Securities Act of 1933 (the "Act") or (b) a transaction
which satisfies the manner of sale conditions contained in paragraphs (f) and
(g) of Rule 144 under the Act, as such Rule is in effect on the date hereof.
The parties acknowledge and agree that other holders of DEI Common Stock or
STR Common Stock may, at any time during the term hereof, become parties to
this Agreement by executing and delivering a copy of this Agreement to each
of the other parties hereof in accordance with Section 4 hereof. Any person
becoming a party to this Agreement pursuant to the preceding sentence shall
be deemed a "DEI Stockholder" to the extent such person has or shares voting
power with respect to shares of DEI Common Stock at any time and shall be
deemed an "STR Stockholder" to the extent such person has or shares voting
power with respect to shares of STR Common Stock at any time.
12. Term and Effectiveness. This Agreement shall be effective as of
the date hereof and shall terminate on the earlier of (a) the termination of
the Merger Agreement or (b) the day following the conclusion of the second
annual meeting of the stockholders of DEI after the Effective Time.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and year first above written.
DAEDALUS ENTERPRISES, INC.
By: /s/
------------------------
Its:
------------------------
DEI STOCKHOLDERS STR STOCKHOLDERS
/s/ Thomas R. Ory /s/ Santo R. Perrino
- ------------------------ -------------------------
Thomas R. Ory Santo R. Perrino
/s/ Charles G. Stanich /s/ Robert S. Bower
- ------------------------ -------------------------
Charles G. Stanich Robert S. Bower
4
<PAGE> 5
/s/ John D. Sanders /s/ John D. Sanders
- ------------------------ -------------------------
John D. Sanders John D. Sanders
/s/ Philip H. Power /s/ Donald Reiser
- ------------------------ -------------------------
Philip H. Power Donald Reiser
ID/MME 5
<PAGE> 1
EXHIBIT 16.1
[Deloitte & Touche LLP letterhead]
June 11, 1998
Securities and Exchange Commission
Mall Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Sensys
Technologies Inc. (formerly Daedalus Enterprises Inc.) dated June 9, 1998.
Yours truly,
/s/ Deloitte & Touche LLP
<PAGE> 1
EXHIBIT 23.1
We consent to the incorporation by reference in this report on Form 8-K of our
report dated December 22, 1997, on our audit of the financial statements of
S.T. Research Corporation as of September 30, 1997 and for the year ended
September 30, 1997, appearing in the registration statement on Form S-4 (File
No. 333-47333) of Daedalus Enterprises, Inc. filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, PA
December 22, 1997
<PAGE> 1
EXHIBIT 23.2
We consent to the incorporation by reference in this report on Form 8-K of our
report dated November 20, 1996, on our audit of the financial statements of
S.T. Research Corporation as of September 30, 1996 and September 30, 1995 and
for the years ended September 30, 1996 and September 30, 1995, appearing in the
registration statement on Form S-4 (File No. 333-47333) of Daedalus
Enterprises, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
/s/ Ross, Langan & McKendree, L.L.P.
McLean, VA
November 20, 1996
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
June 11, 1998, Newington, VA ( S.T. Research Corporation and
Daedalus Enterprises, Inc. (OTC: DDEI), Ann Arbor, Michigan, announced
today that their respective stockholders approved all necessary actions
to merge the two companies and to change the name of the business to
Sensys Technologies Inc. Under the merger, the shareholders of S.T.
Research will receive 2.58 Daedalus shares for each S.T. Research
share. As a result, S.T. Research shareholders will possess 86.5% of
the outstanding corporate shares. The combined businesses will be
focused to providing the integration of multiple intelligent sensor
systems capable of processing communications, radar, multispectral
infrared and digital camera data.
The corporate headquarters of Sensys Technologies will be located
in Newington, Virginia, along with the Systems Group and Communications
Group. The Imaging Group will operate from Ann Arbor, Michigan.
"The integrated hardware and software from multi-functioning
sensors should enable our customers to obtain information more rapidly
and with greater definition in a more cost effective manner," said S.R.
Perrino, the chairman and CEO of Sensys Technologies.
The company is examining plans to expand the industrial and
foreign market base of the former Daedalus Enterprises business which
is now the company's Imaging Group through the infusion of additional
sensors which can provide integrated precision ranging to the
multi-spectral, infrared and digital camera capability.
According to Mr. Perrino, "One of the most important aspects of
the merger of the two companies has been the completion of a $3.83
million private placement by S.T. Research in January 1998. This
placement has postured Sensys Technologies to better compete, both
technically and financially, in the domestic and international market
places."
This press release contains forward-looking statements within the
meaning of the Securities Exchange Act of 1934, as amended. All
forward-looking statements are subject to certain risks, uncertainties
and assumptions. These risks and uncertainties (as they relate to
Daedalus) are more fully described in Daedalus' annual and quarterly
reports filed with the Securities and Exchange Commission. They
include, among other things, management's discussion of changes in
market conditions in the industries in which the company operates.
Should one or more of these risks or uncertainties materialize, or
should the assumptions prove incorrect, actual results may vary in
material aspects from those currently anticipated.
FOR MORE INFORMATION, CONTACT:
S.R. Perrino, Chairman and CEO
Sensys Technologies Inc. (703) 550-7000
