-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QprcU6x9JQf8wptqD3w3KGd9yvI3qjpaat1zJuAT7y+EtZh1L+/7c0NB17wBZ34o NF5AZ9th22SNID9qtY/fGQ== 0000913569-97-000031.txt : 19970222 0000913569-97-000031.hdr.sgml : 19970222 ACCESSION NUMBER: 0000913569-97-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970219 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAEDALUS ENTERPRISES INC CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-18702 FILM NUMBER: 97538366 BUSINESS ADDRESS: STREET 1: 300 PARKLAND PLAZA STREET 2: P O BOX 1869 CITY: ANN ARBOR STATE: MI ZIP: 48106 BUSINESS PHONE: 3137695649 MAIL ADDRESS: STREET 1: PO BOX 1869 CITY: ANN ARBOR STATE: MI ZIP: 48106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORY THOMAS R CENTRAL INDEX KEY: 0001034136 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 300 PARKLAND PLAZA CITY: ANN ARBOR STATE: MI ZIP: 48106 MAIL ADDRESS: STREET 1: 300 PARKLAND PLAZA CITY: ANN ARBOR STATE: MI ZIP: 48106 SC 13D 1 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) Thomas R. Ory 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) October 13, 1988 (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 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 31,665 Shares 8 Shared Voting Power Beneficially Owned By 24,565 Each 9 Sole Dispositive Power Reporting Person 31,665 With 10 Shared Dispositive Power 24,565 11 Aggregate Amount of Beneficially Owned By Each Reporting Person 56,230 12 Check Box If The Aggregate Amount In Row (11) Excludes [ ] Certain Shares* 13 Percent Of Class Represented By Amount In Row (11) 10.1% 14 Type Of Reporting Person* IN 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 Thomas R. Ory, a citizen of the United States of America. The principal occupation of Mr. Ory is President and Chief Executive Officer of the Issuer and his business address is the same as the Issuer's. During the last five years, Mr. Ory 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. Ory 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. Ory 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. Ory 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. Ory beneficially owns 56,230 shares of Common Stock, constituting approximately 10.1% of the issued and outstanding shares of Common Stock. The number of shares of Common Stock beneficially owned by Mr. Ory includes 25,000 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. Ory has sole voting and dispositive power as to 6,665 shares of Common Stock which he owns individually and as to the 25,000 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. His most recent transaction in the Common Stock was his exercise of an option to purchase 10,000 shares at $2.75 per share on March 4, 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. Ory has two employee stock options to purchase a total of 35,000 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 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. The other option (granted pursuant to the Issuer's 1983 Incentive Stock Option Plan) permits Mr. Ory to purchase up to 15,000 shares at $4.00 per share on or before June 14, 1998. 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/Thomas R. Ory - ------------------------------ Thomas R. Ory -----END PRIVACY-ENHANCED MESSAGE-----