SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant þ
Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
TASER International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
TASER INTERNATIONAL, INC.
17800 North 85th Street
Scottsdale, Arizona 85255
SUPPLEMENT TO PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 30, 2005
NOTICE OF ADJOURNED MEETING DATE AND
CHANGE TO PROPOSAL TWO REGARDING APPOINTMENT OF
AUDITORS
To Our Stockholders:
This Supplement provides updated and amended information with
respect to TASER International, Inc.’s (the
“Company”) 2005 Annual Meeting of Stockholders, to be
held on November 30, 2005 at 9:00 a.m. at the
Company’s manufacturing/warehouse/office building located
at 17800 North 85th Street, Scottsdale, Arizona 85255 (the
“Annual Meeting”). The Annual Meeting, initially
scheduled to be held on April 22, 2005, is being adjourned
to November 30, 2005.
The information contained in this Supplement should be read in
conjunction with the Notice of Annual Meeting of Stockholders
and the accompanying Proxy Statement (the “Proxy
Statement”), each dated April 22, 2005, furnished in
connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting. There is
no change to the record date to determine stockholders entitled
to notice of and to vote at the Annual Meeting, and as such only
holders of the Company’s Common Stock at the close of
business on March 15, 2005 are entitled to notice of, and
to vote at, the Annual Meeting and any further adjournments or
postponements thereof.
Change to Proposal Two — Ratification of
Appointment of Auditors
On September 15, 2005, the Company dismissed
Deloitte & Touche LLP as the Company’s independent
registered public accounting firm and engaged Grant Thornton LLP
as its new independent registered public accounting firm.
This Supplement amends Proposal Two of the Proxy Statement
to give the Company’s stockholders the opportunity to
ratify the appointment of Grant Thornton LLP as the
Company’s independent registered public accounting firm for
the year ending December 31, 2005.
A restated proxy card reflecting the revised Proposal Two
is enclosed herewith. All stockholders, regardless of whether
they have previously voted, are advised to vote using the
restated proxy card. Any proxy may be revoked at any time
before it is voted at the Annual Meeting. A stockholder may
revoke a proxy by notifying the Corporate Secretary of the
Company either in writing prior to the Annual Meeting or in
person at the Annual Meeting, by submitting a proxy bearing a
later date or by voting in person at the Annual Meeting.
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By Order of the Board of Directors, |
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/s/ DOUGLAS E. KLINT |
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Douglas E. Klint |
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Corporate Secretary |
Scottsdale, Arizona
October 18, 2005
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND
PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
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TASER INTERNATIONAL, INC.
17800 North 85th Street
Scottsdale, Arizona 85255
SUPPLEMENTAL INFORMATION
AMENDMENT TO PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF AUDITORS
Dismissal of Deloitte & Touche LLP
On September 15, 2005, Taser International, Inc. (the
“Company”) dismissed Deloitte & Touche LLP
(“D&T”) as the Company’s independent
registered public accounting firm. The decision to dismiss
D&T was approved by the Audit Committee of the Board of
Directors of the Company (the “Audit Committee”).
The reports of D&T on the financial statements of the
Company for the years ended December 31, 2004 and 2003
contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principle, but did include an explanatory paragraph
for the effects of a restatement of the financial statements for
the year ended December 31, 2004.
During the years ended December 31, 2004 and 2003 and
through September 15, 2005, there have been no
disagreements with D&T on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of D&T, would have caused
D&T to make reference thereto in its reports on the
financial statements of the Company for such years.
During the years ended December 31, 2004 and 2003 and
through September 15, 2005, there have been no reportable
events (as defined in Item 304(a)(1)(v) of
Regulation S-K), except as described below.
As previously reported in the Company’s Form 10-KSB/ A
filed on May 23, 2005, the Company concluded that errors
that led to the restatement of its financial statements for the
year ended December 31, 2004 resulted from an inadequate
control over the accounting for its stock option programs. The
Company’s independent registered public accounting firm
communicated to us that, under standards established by the
Public Company Accounting Oversight Board, this control
deficiency constituted a “material weakness” in our
internal control over financial reporting.
The Company has furnished a copy of the above disclosures to
D&T and has requested that D&T furnish the Company with
a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above disclosures. A
copy of such letter was attached as Exhibit 16.1 to the
Company’s Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission on
September 15, 2005.
It is not expected that a representative of D&T will be
present at the Annual Meeting.
Appointment and Ratification of Grant Thornton LLP
The Audit Committee has appointed Grant Thornton LLP,
independent registered public accounting firm, to audit the
financial statements of the Company for the year ending
December 31, 2005. Grant Thornton LLP has acted as the
independent registered public accounting firm for the Company
since September 15, 2005. A representative of Grant
Thornton LLP is expected to be present at the Annual Meeting,
will have the opportunity to make a statement, and will be
available to respond to appropriate questions.
Unless marked to the contrary, proxies received will be voted
FOR ratification of the appointment of Grant Thornton LLP as the
Company’s independent auditors for the year ending
December 31, 2005.
The Board of Directors recommends a vote FOR
ratification of the appointment of Grant Thornton LLP as the
Company’s independent auditors for the 2005 year.
On September 15, 2005, the Company engaged Grant Thornton
LLP as its new independent registered public accounting firm to
audit the Company’s financial statements for the year
ending December 31, 2005 and to review the financial
statements to be included in the Company’s quarterly report
on Form 10-Q for the quarter ending September 30,
2005. Prior to the engagement of Grant Thornton LLP on
September 15, 2005, neither the Company nor anyone on
behalf of the Company consulted with Grant Thornton LLP during
the Company’s two most recent fiscal years and through
September 15, 2005, in any manner regarding either:
(A) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s financial
statements; or (B) any matter that was the subject of
either a disagreement or a reportable event (as defined in
Item 304(a)(1)(iv) and (v), respectively, of
Regulation S-K).
Fees
Grant Thornton LLP did not bill any fees to the Company during
the Company’s two most recent fiscal years for audit fees,
audit related fees, tax fees or any other services rendered to
the Company.
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By Order of the Board of Directors, |
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/s/ DOUGLAS E. KLINT |
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Douglas E. Klint |
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Corporate Secretary |
October 18, 2005
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RESTATED PROXY
TASER International, Inc.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 30, 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 adjourned Annual Meeting of Stockholders of TASER International, Inc. to be held on November
30, 2005 beginning at 9:00 a.m., Scottsdale time, and at any further adjournments or postponements
thereof:
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
GRANT THORNTON 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 SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE
(please sign on reverse side)
• PLEASE VOTE, SIGN, AND RETURN THE BELOW 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 9:00
a.m. on November 30, 2005.
Whether or not you plan to attend this meeting, please sign, date, and return your proxy form below
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.
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Douglas E. Klint, Corporate Secretary
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6 DETACH PROXY CARD HERE 6
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ELECT THREE DIRECTORS: |
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VOTE FOR all nominees listed (except as marked to the contrary below). |
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WITHHOLD AUTHORITY to vote for all nominees listed. |
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
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RATIFY APPOINTMENT OF GRANT THORNTON LLP as the Company’s independent auditors for 2005. |
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FOR
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AGAINST
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ABSTAIN |
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| 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 |
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Dated: |
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Signature or Signatures
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| You Must Detach This Portion of the Proxy Card Before Returning it in the Enclosed Envelope |
