UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DAEDALUS ENTERPRISES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
23371210
(CUSIP Number)
Thomas R. Ory
300 Parkland Plaza
Ann Arbor, Michigan 48103
(734)769-5649
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 23, 1998
(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).
SCHEDULE 13D
CUSIP No. 23371210
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas R. Ory
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 41,665
Shares 8 Shared Voting Power
Beneficially
Owned By 24,565
Each 9 Sole Dispositive Power
Reporting
Person 41,665
With 10 Shared Dispositive Power
24,565
11 Aggregate Amount of Beneficially Owned By Each Reporting Person
66,230
12 Check Box If The Aggregate Amount In Row (11) Excludes [ ]
Certain Shares*
13 Percent Of Class Represented By Amount In Row (11)
11.6%
14 Type Of Reporting Person*
IN
This is the first amendment to a Statement on Schedule 13D
originally filed with the Securities and Exchange Commission on February 19,
1997 (the "Original Statement") by Thomas R. Ory with respect to the common
stock, par value $.01 per share (the "Common Stock"), of Daedalus
Enterprises, Inc., a Delaware corporation (the "Issuer"). Items 4, 5, 6 and
7 of the Original Statement are amended as set forth below:
Item 4. Purpose of Transaction.
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of December 23, 1997, by and among the Issuer, DEI
Merger Sub, Inc. and S. T. Research Corporation ("STR"), a wholly owned
subsidiary of the Issuer will merge with and into STR, STR will become a
wholly owned subsidiary of the Issuer, and the Issuer will issue 2.58 shares
of Common Stock for each share of STR common stock outstanding on the
effective date of the merger. Under the Merger Agreement, the board of
directors of the Issuer will be expanded to seven members, including five
current STR directors. S. R. Perrino, currently CEO of STR, will become the
Chairman and CEO of the Issuer, while Mr. Ory will remain President of the
Daedalus division, responsible for the Issuer's operations in Ann Arbor,
Michigan. The Merger Agreement also requires that the Issuer's Certificate
of Incorporation be amended to increase the number of authorized shares of
Common Stock from 2,000,000 to 5,000,000 and to change the Issuer's name to
"Sensys Technologies, Inc.". Mr. Ory has agreed, pursuant to a certain
voting agreement, to vote his shares of Common Stock in favor of the
proposed amendments to the Certificate of Incorporation and a proposed
amendment to the Issuer's Long-Term Incentive Plan. In addition, pursuant
to such voting agreement, the Issuer has agreed to nominate certain persons,
including Mr. Ory, for election as directors at the two annual meetings
following the closing of the Merger Agreement, to expand the size of the
board to seven directors and to not make any further changes to the size of
the board until after the second annual meeting following the closing of the
Merger Agreement. See Item 6 for a description of such voting agreement.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Ory beneficially owns 66,230 shares of Common Stock,
constituting approximately 11.6% of the issued and outstanding shares of
Common Stock. The number of shares of Common Stock beneficially owned by
Mr. Ory includes 35,000 shares which he has the right to acquire pursuant to
employee stock options which are exercisable currently or within the next 60
days. The total shown excludes 90,876 shares of Common Stock beneficially
owned by certain persons who are parties to the voting agreement described
in Item 6 as to which shares Mr. Ory has no voting or dispositive power and
disclaims beneficial ownership.
(b) Mr. Ory has sole voting and dispositive power as to 6,665
shares of Common Stock which he owns individually and as to the 35,000
shares which he has the right to acquire pursuant to stock options (when
such options are exercised). Mr. Ory shares voting and dispositive power
with respect to 24,565 shares of Common Stock he owns jointly with his
spouse.
(c) Mr. Ory has had no transactions in the Common Stock during
the past 60 days. A portion of one stock option owned by him became
exercisable on December 10, 1997.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Ory is a party to a voting agreement dated as of December 23,
1997 by and among the Issuer, certain stockholders of the Issuer and certain
stockholders of STR (the "Voting Agreement"). Pursuant to the Voting
Agreement, the stockholders of the Issuer and the stockholders of STR agree
to vote at their respective stockholder meetings in favor of certain matters
required by the Merger Agreement to be presented to stockholders for
approval, including amendments to the Issuer's Certificate of Incorporation
and Long-Term Incentive Plan. Such stockholders also agree not to dispose
of their shares, except under certain conditions, until the earlier of the
consummation of the merger contemplated by the Merger Agreement, the
termination of the Merger Agreement or July 1, 1998. The Issuer has agreed
that, following the merger until the conclusion of the second annual meeting
of the stockholders of Issuer after the merger, except under certain
circumstances, the number of directors on the Issuer's Board of Directors
will be fixed at seven and that it will 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 the Issuer at which directors are elected, subject to the
consent of such persons to serve in such capacity.
Item 7. Material to be Filed as Exhibits.
Exhibit 3 Agreement and Plan of Merger, dated as of December 23, 1997,
by and among the Issuer, DEI Merger Sub, Inc. and S. T.
Research Corporation (filed as exhibit 2.1 to the Issuer's
Current Report on Form 8-K dated December 29, 1997 and
incorporated herein by reference)
Exhibit 4 Voting Agreement, dated as of December 23, 1997, by and
among the Issuer, certain stockholders of the Issuer and
certain stockholders of STR
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 23, 1998
/s/Thomas R. Ory
Thomas R. Ory
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:
1.1 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:
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, 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/ Thomas R. Ory
Its: President
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
/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
