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SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
TASER International, Inc.
Payment of Filing Fee (Check the appropriate box): | ||||||
þ | No fee required. | |||||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
(1 | ) | Title of each class of securities to which transaction applies: | ||||
(2 | ) | Aggregate number of securities to which transaction applies: | ||||
(3 | ) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||||
(4 | ) | Proposed maximum aggregate value of transaction: | ||||
(5 | ) | Total fee paid: | ||||
o | Fee paid previously with preliminary materials. | |||||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||||
(1 | ) | Amount Previously Paid: | ||||
(2 | ) | Form, Schedule or Registration Statement No.: | ||||
(3 | ) | Filing Party: | ||||
(4 | ) | Date Filed: | ||||
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1. | Electing three directors of the Company for a term of three years; | |
2. | Ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2005; and | |
3. | Transacting such other business as may properly come before the meeting. |
By Order of the Board of Directors, | |
/s/ DOUGLAS E. KLINT | |
Douglas E. Klint | |
Corporate Secretary |
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Director or | Expiration of | |||||||||||||
Name | Age | Positions | Officer Since | Current Term | ||||||||||
Nominees for Election | ||||||||||||||
Class B(for three-year term) | ||||||||||||||
Patrick W. Smith | 34 | Chief Executive Officer and Director | 1993 | 2005 | ||||||||||
Mark W. Kroll(1)(3) | 53 | Director | 2003 | 2005 | ||||||||||
Judy Martz(3) | 61 | Director | 2005 | 2005 | ||||||||||
Directors Continuing in Office | ||||||||||||||
Class A | ||||||||||||||
Phillips W. Smith | 67 | Chairman of the Board of Directors | 1993 | 2007 | ||||||||||
Bruce R. Culver(1)(2)(3) | 59 | Director | 1994 | 2007 | ||||||||||
Class C | ||||||||||||||
Thomas P. Smith | 37 | President and Director | 1993 | 2006 | ||||||||||
Mathew R. McBrady(1)(2) | 34 | Director | 2000 | 2006 | ||||||||||
Additional Executive Officers | ||||||||||||||
Kathleen C. Hanrahan | 41 | Chief Operating Officer | 2000 | — | ||||||||||
Daniel M. Behrendt | 40 | Chief Financial Officer | 2004 | — |
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Nominating Committee. |
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• | Reviewed and discussed with the Company’s management and the independent registered public accounting firm the audited financial statements of the Company as of December 31, 2004 and for the year then ended; | |
• | Discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees); and | |
• | Received from the independent registered public accounting firm the written disclosures and letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with the auditors the firm’s independence. | |
• | In accordance with the policy established by the Audit Committee, all audit, audit related, and tax services are reviewed and pre-approved by the Audit Committee or its Chairman. |
Matthew R. McBrady | |
Bruce R. Culver | |
Mark W. Kroll |
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Long Term | |||||||||||||||||
Annual Compensation | Compensation | ||||||||||||||||
Fiscal | Securities Underlying | ||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Options (#) | |||||||||||||
Patrick W. Smith | 2004 | $ | 220,122 | — | 276,068 | ||||||||||||
Chief Executive Officer | 2003 | $ | 165,386 | — | 276,000 | ||||||||||||
2002 | $ | 107,974 | — | 1,512,000 | |||||||||||||
Thomas P. Smith | 2004 | $ | 219,908 | — | 276,068 | ||||||||||||
President | 2003 | $ | 169,982 | — | 276,000 | ||||||||||||
2002 | $ | 107,904 | — | 1,512,000 | |||||||||||||
Kathleen C. Hanrahan | 2004 | $ | 199,324 | — | 215,518 | ||||||||||||
Chief Financial Officer through | 2003 | $ | 161,272 | $ | 10,000 | 242,400 | |||||||||||
May 2004 and Chief Operating Officer from May 2004 | |||||||||||||||||
Daniel M. Behrendt | 2004 | $ | 127,453 | — | 95,518 | ||||||||||||
Chief Financial Officer from May 2004 |
Individual Grants | ||||||||||||||||
% of Total | ||||||||||||||||
Number of Securities | Options Granted | |||||||||||||||
Underlying Options | to Employees in | Exercise or Base | ||||||||||||||
Name | Granted | 2004 | Price ($/Sh) | Expiration Date | ||||||||||||
Patrick W. Smith | 270,000 | (1) | 11.7% | $ | 7.22 | 1/6/2009 | ||||||||||
6,068 | (2) | 0.3% | 18.77 | 10/1/2014 | ||||||||||||
Thomas P. Smith | 270,000 | (1) | 11.7% | 7.22 | 1/4/2014 | |||||||||||
6,068 | (2) | 0.3% | 18.77 | 10/1/2014 | ||||||||||||
Kathleen C. Hanrahan | 210,000 | (1) | 9.1% | 7.22 | 1/4/2014 | |||||||||||
5,518 | (2) | 0.2% | 18.77 | 10/1/2014 | ||||||||||||
Daniel M. Behrendt | 40,000 | (3) | 1.7% | 17.12 | 4/27/2014 | |||||||||||
40,000 | (4) | 1.7% | 17.12 | 4/27/2014 | ||||||||||||
10,000 | (5) | 0.4% | 13.88 | 8/30/2014 | ||||||||||||
5,518 | (2) | 0.2% | 18.77 | 10/1/2014 |
(1) | The options vest ratably at the end of each month for a 12-month period beginning January 2004, subject to the executive’s continuing performance of services as an employee for the Company. |
(2) | The options vest after one month beginning October 2004. |
(3) | The options vest ratably at the end of each month for a 36-month period beginning January 2005, subject to the executive’s continuing performance of services as an employee for the Company. |
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(4) | The options vest ratably over an eight month period beginning May 2004, subject to the executive’s continuing performance of services as an employee for the Company. |
(5) | The options vest 100% after two months beginning September 2004. |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Underlying Options at | In-the-Money Options at | |||||||||||||||||||||||
Shares | Fiscal Year End (#) | Fiscal Year End ($)(1) | ||||||||||||||||||||||
Acquired On | Value | |||||||||||||||||||||||
Name | Exercise (#) | Received ($) | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Patrick W. Smith | 626,000 | $ | 2,134,000 | 906,568 | 219,500 | $ | 25,996,226 | $ | 6,633,292 | |||||||||||||||
Thomas P. Smith | 810,000 | $ | 5,979,500 | 806,568 | 219,500 | $ | 22,893,193 | $ | 6,636,908 | |||||||||||||||
Kathleen C. Hanrahan | 589,464 | $ | 8,782,573 | 123,767 | 183,359 | $ | 3,462,506 | $ | 5,560,291 | |||||||||||||||
Daniel M. Behrendt | 20,000 | $ | 198,225 | 30,518 | 45,000 | $ | 466,722 | $ | 653,850 |
(1) | Based on the closing price on The Nasdaq National Market of the Common Stock of the Company on December 31, 2004 of $31.65. Values indicated reflect the difference between the exercise price of the exercisable and unexercisable options and the closing price of the Company’s common stock on December 31, 2004. |
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Amount and Nature of | ||||||||
Name and Address of Beneficial Owner | Beneficial Ownership | Percent of Class(1) | ||||||
Bruce R. Culver(2)(3) | 1,525,344 | 2.4 | % | |||||
Patrick W. Smith(2)(3) | 3,020,276 | 4.7 | % | |||||
Phillips W. Smith(2)(3)(4) | 403,243 | * | ||||||
Thomas P. Smith(2)(3) | 1,819,156 | 2.9 | % | |||||
Judy Martz(2) | 15,000 | * | ||||||
Matthew R. McBrady(2) | 61,668 | * | ||||||
Mark W. Kroll(2) | 62,499 | * | ||||||
Kathleen C. Hanrahan(2)(3) | 240,393 | * | ||||||
Daniel M. Behrendt(2)(3) | 39,962 | * | ||||||
All directors and executive officers as a group (9 persons)(3) | 7,187,541 | 11.3 | % |
* | less than 1% |
(1) | Calculated based on number of outstanding shares as of March 15, 2005 which is 61,106,110 plus the total number of shares which the reporting person has the right to acquire within 60 days following March 15, 2005. |
(2) | The address of such person is c/o 17800 North 85th Street, Scottsdale, Arizona 85255. |
(3) | The shares shown as beneficially owned include 58,334 shares for Bruce R. Culver, 1,049,068 shares for Patrick W. Smith, 143,243 shares for Phillips W. Smith, 949,068 shares for Thomas P. Smith, 15,000 shares for Judy Martz, 61,668 shares for Matthew R. McBrady, 41,666 shares for Mark W. Kroll, 240,393 shares for Kathleen C. Hanrahan, 39,962 shares for Daniel M. Behrendt and 2,598,402 shares for the group, which such persons and the group have the right to acquire by exercise of stock options or warrants within 60 days following March 15, 2005. |
(4) | The shares beneficially owned by Phillips W. Smith include 260,000 shares held of record by the Phillips W. Smith Family Trust. |
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By Order of the Board of Directors, | |
/s/ DOUGLAS E. KLINT | |
Douglas E. Klint | |
Corporate Secretary |
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PROXY
TASER International, Inc.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 22, 2005
Solicited on Behalf of the Board of Directors of the Company
The undersigned hereby appoints Patrick W. Smith and Thomas P. Smith as proxies, each with full power of substitution, to vote all of the Common Stock that the undersigned is entitled to vote at the Annual Meeting of Stockholders of TASER International, Inc. to be held on Friday, April 22, 2005 beginning at 12:00 Noon, Scottsdale time, and at any adjournments or postponements thereof:
1. | ELECT TWO DIRECTORS: | |||
oVOTE FORall nominees listed (except as marked to the contrary below). | ||||
Instruction: To withhold authority to vote for an individual nominee, strike a line through the nominee’s name below. |
Class B (three-year term) | ||
Patrick W. Smith Mark W. Kroll | ||
Judy Martz |
oWITHHOLD AUTHORITYto vote for all nominees listed. | ||||
2. | RATIFY APPOINTMENT OF DELOITTE & TOUCHE LLPas the Company’s independent auditors for 2005. |
o FOR o AGAINST o ABSTAIN
(please sign on reverse side)
• PLEASE VOTE, SIGN, AND RETURN THE ABOVE PROXY •
You are cordially invited to attend the 2005 Annual Meeting of Stockholders of TASER International, Inc., which will be held at 17800 North 85th Street, Scottsdale, Arizona 85255 beginning at 12:00 Noon on Friday, April 22, 2005.
Whether or not you plan to attend this meeting, please sign, date, and return your proxy form above as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy, if you wish, and vote personally. It is important that your stock be represented.
Douglas E. Klint,Corporate Secretary | ||||
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR, FOR APPROVAL OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY, AND FOR THE APPLICABLE PROXIES VOTING IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your name or names appear below. If more than one name appears, all should sign. Persons signing as attorney, executor, administrator, trustee, guardian, corporate officer or in any other official or representative capacity, should also provide full title. If a partnership, please sign in full partnership name by authorized person
Dated: | ||||
Signature or Signatures |
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE