-----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, Bdmgiri0tp8olThLpWacINU9i9IvSxP/O53MGGKd3cIngGXw1Kwm2Op49smDpvmD vGkGqN69DVg7PHTWxsAUhg== 0000950133-98-002293.txt : 19980617 0000950133-98-002293.hdr.sgml : 19980617 ACCESSION NUMBER: 0000950133-98-002293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980609 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980615 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENSYS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000026537 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 381873250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08193 FILM NUMBER: 98648524 BUSINESS ADDRESS: STREET 1: 8419 TERMINAL ROAD STREET 2: P O BOX 1869 CITY: NEWINGTON STATE: VA ZIP: 22122-1430 BUSINESS PHONE: (703) 550-7000 MAIL ADDRESS: STREET 1: PO BOX 1869 CITY: ANN ARBOR STATE: MI ZIP: 48106 FORMER COMPANY: FORMER CONFORMED NAME: DAEDALUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 8-K 1 SENSYS TECHNOLOGIES INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 -------------------------------------- Date of Report (date of earliest event reported): June 9, 1998 -------------------------------------- SENSYS TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) -------------------------------------- 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) -------------------------------------- 2 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:
Name Number of Shares Acquired Percent of Class 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 *
* 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). 2 3 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. 3 4 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. 4 5 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/ ------------------------------------- Robert R. Bower Chief Financial Officer and Treasurer 5 EX-3.1 2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 1 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 1 2 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 2 3 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) 3 4 Acknowledged: /s/ Lloyd A. Semple - -------------------------- Lloyd A. Semple, Secretary ID\JKK 4 EX-3.2 3 BY-LAWS 1 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. Page 1 2 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. Page 2 3 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. Page 3 4 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. Page 4 5 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. Page 5 6 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 Page 6 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. Page 7 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. Page 8 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 Page 9 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." Page 10 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. Page 11 EX-10.1 4 VOTING AGREEMENT 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 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 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 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 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 EX-16.1 5 LETTER FROM DELOITTE & TOUCHE LLP 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 EX-23.1 6 CONSENT OF COOPERS & LYBRAND L.L.P. 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 EX-23.2 7 CONSENT OF ROSS, LANGAN & MCKENDREE, L.L.P. 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 EX-99.1 8 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----