-----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, DqHqKi55cd+5ViS8pXC2Ie7XYbyHJ54DIxJh0k7/WaIn6YfluUp2wHc4qnQxb8Ce xIMIEebrKOf+jH4wXYpRXg== 0000913569-98-000011.txt : 19980126 0000913569-98-000011.hdr.sgml : 19980126 ACCESSION NUMBER: 0000913569-98-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980123 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/A SEC ACT: SEC FILE NUMBER: 005-18702 FILM NUMBER: 98512084 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/A 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/A 1 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 EX-4 2 VOTING AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----