-----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, UWmSDuWCtK1Sk/v3YnzkmeaIr3MWkvXBiwXyw8dQ4zXs1x0J5cMOZqWNjGMIm68o UsVpF1ijHf/Vu+nOEnLMxQ== 0000913569-98-000130.txt : 19980612 0000913569-98-000130.hdr.sgml : 19980612 ACCESSION NUMBER: 0000913569-98-000130 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980611 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: 98646234 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. 2)* SENSYS TECHNOLOGIES INC.(F/K/A 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) May 28, 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 20,000 Shares 8 Shared Voting Power Beneficially Owned By 34,936 Each 9 Sole Dispositive Power Reporting Person 20,000 With 10 Shared Dispositive Power 34,936 11 Aggregate Amount of Beneficially Owned By Each Reporting Person 54,936 12 Check Box If The Aggregate Amount In Row (11) Excludes [ ] Certain Shares* 13 Percent Of Class Represented By Amount In Row (11) 1.4% 14 Type Of Reporting Person* IN This is the second 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 Sensys Technologies Inc. (f/k/a Daedalus Enterprises, Inc.), a Delaware corporation (the "Issuer"). Items 2, 3 and 5 of the Original Statement are amended as set forth below: Item 2. Identity and Background. Item 2 is amended by adding the following information to paragraph (c): As of June 10, 1998, Mr. Ory became Vice President of the Issuer and President of the Issuer's Sensing and Imaging Systems Division. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended by adding the following information: In payment of the exercise price of the employee stock option described under Item 5, Mr. Ory tendered 11,294 shares of Common Stock valued at $5.3125, the average of the reported bid and asked prices on May 27, 1998, the day prior to the exercise. The remainder of the purchase price was paid from Mr. Ory's personal funds. Item 5. Interest in Securities of the Issuer. Item 5 is amended and restated in its entirety as follows: (a) Mr. Ory beneficially owns 54,936 shares of Common Stock, constituting approximately 1.4% of the approximately 3,955,101 issued and outstanding shares of Common Stock (giving effect to the issuance of Common Stock pursuant to the Merger Agreement upon the effectiveness of the related merger on June 10, 1998). The number of shares of Common Stock beneficially owned by Mr. Ory includes 20,000 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 83,347 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 the 20,000 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 34,936 shares of Common Stock he owns jointly with his spouse. (c) On May 28, 1998, Mr. Ory exercised an employee stock option to acquire 15,000 shares at the exercise price of $4.00 per share. Mr. Ory tendered 11,294 shares of Common Stock(and a nominal amount of cash) in payment of the exercise price in accordance with the terms of the related option agreement. Mr. Ory has had no other transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Mr. Ory ceased to be a beneficial owner of more than 5% of the outstanding Common Stock on June 10, 1998 upon effectiveness of the merger of a wholly owned subsidiary of the Issuer into S. T. Research Corporation pursuant to the Merger Agreement. 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: June 11, 1998 /s/Thomas R. Ory Thomas R. Ory -----END PRIVACY-ENHANCED MESSAGE-----