Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business HTML 492K
Issuer
2: EX-1.1 Underwriting Agreement 29 138K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 23K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 26 124K
5: EX-4.3 Instrument Defining the Rights of Security Holders 6 24K
6: EX-10.1 Material Contract 12 50K
14: EX-10.10 Material Contract 8 35K
15: EX-10.11 Material Contract 6 27K
16: EX-10.12 Material Contract 45± 194K
17: EX-10.13 Material Contract 2± 10K
18: EX-10.14 Material Contract 31± 119K
7: EX-10.2 Material Contract 12 50K
8: EX-10.3 Material Contract 12 53K
9: EX-10.4 Material Contract 11 41K
10: EX-10.5 Material Contract 11 41K
11: EX-10.6 Material Contract 23 94K
12: EX-10.8 Material Contract 8 35K
13: EX-10.9 Material Contract 23 61K
19: EX-23.2 Consent of Experts or Counsel 1 7K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
TASER INTERNATIONAL, INC.
The undersigned, in order to form a corporation for the
purposes described below, under and pursuant to the General Corporation Law of
the State of Delaware (the "Law"), hereby certifies that:
1. The name of the corporation is TASER International,
Inc. (the "Corporation").
2. The street and the mailing address of the
Corporation's registered office in the State of Delaware is Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
3. The purpose of the Corporation is to conduct any
lawful business, to promote any lawful purpose, and to engage in any lawful act
or activity for which corporations may be organized under the Law.
4. (a) The Corporation is authorized to issue a
total of 75,000,000 shares of two classes of stock: 50,000,000 shares of Common
Stock, par value $.00001 per share; and 25,000,000 shares of Preferred Stock,
par value $.00001 per share.
(b) Holders of Common Stock are entitled to one
vote per share on any matter submitted to the stockholders. On dissolution of
the Corporation, after any preferential amount with respect to any series of
Preferred Stock has been paid or set aside, the holders of Common Stock and the
holders of any series of Preferred Stock entitled to participate in such
distribution of assets are entitled to receive the net assets of the
Corporation.
(c) The Board of Directors is authorized,
subject to limitations prescribed by the Law and by the provisions of this
Article 4, to provide for the issuance of shares of Preferred Stock in series,
to establish from time-to-time the number of shares to be included in each
series and to determine the designations, relative rights, preferences and
limitations of the shares of each series. The authority of the Board of
Directors with respect to each series includes determination of the following:
(i) The number of shares in and the
distinguishing designation of that series;
(ii) Whether shares of that series will
have full, special, conditional, limited or no voting rights, except to the
extent otherwise provided by the Law;
Certificate of Incorporation
Page 1
(iii) Whether shares of that series will
be convertible and the terms and conditions of the conversion, including
provision for adjustment of the conversion rate in circumstances determined by
the Board of Directors;
(iv) Whether shares of that series will
be redeemable and the terms and conditions of the redemption, including the date
or dates upon or after which they will be redeemable and the amount per share
payable in case of redemption, which amount may vary under different conditions
or at different redemption dates;
(v) The dividend rate, if any, on
shares of that series, the manner of calculating any dividends and the
preferences of any dividends;
(vi) The rights of shares of that series
in the event of voluntary or involuntary dissolution of the Corporation and the
right of priority of that series relative to the Common Stock and any other
series of Preferred Stock on the distribution of assets on dissolution; and
(vii) Any other rights, preferences and
limitations of that series that are permitted by the Law.
(d) No stockholder of the Corporation shall be
entitled to any cumulative voting rights. The Board of Directors is authorized,
subject to limitations prescribed by the Law, by resolution to create, issue and
fix the terms of any preemptive or antidilution rights of any stockholder.
5. The number, classification and terms of the Board of
Directors and the procedures to elect or remove directors and to fill vacancies
on the Board of Directors shall be as follows:
(a) The number of directors that shall
constitute the whole Board of Directors shall from time to time be fixed
exclusively by the Board of Directors by a resolution adopted by a majority of
the whole Board of Directors serving at the time of the vote. In no event shall
the number of directors that constitute the whole Board of Directors be less
than three (3) or more than nine (9). No decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
(b) The Board of Directors of the Corporation
shall be divided into three (3) classes designated Class A, Class B and Class C,
respectively, as nearly equal in number as possible, with each director in
office at the time of such initial classification receiving the classification
approved by a majority of the Board of Directors. The initial term of office of
directors of Class A shall expire at the annual meeting of stockholders of the
Corporation in 2001, of Class B shall expire at the annual meeting of
stockholders of the Corporation in 2002, and of Class C shall expire at the
annual meeting of stockholders of the Corporation in 2003, and in all cases a
director shall serve until the director's successor is elected and qualified or
until the director's earlier death, resignation or removal. At each annual
meeting of stockholders beginning
Certificate of Incorporation
Page 2
with the annual meeting of stockholders in 2001, each director elected to
succeed a director whose term is then expiring shall hold office until the third
annual meeting of stockholders after his or her election and until his or her
successor is elected and qualified or until his or her earlier death,
resignation or removal. If the number of directors that constitutes the whole
Board of Directors is changed as permitted by this Article, a majority of the
whole Board of Directors that adopts the change shall also fix and determine the
number of directors comprising each class; provided, however, that any increase
or decrease in the number of directors shall be apportioned among the classes as
equally as possible.
(c) Vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled by no less than a
majority vote of the remaining directors then in office, though less than a
quorum, who are designated to represent the same class or classes of
stockholders that the vacant position, when filled, is to represent or by the
sole remaining director (but not by the stockholders except as required by the
Law); provided that, with respect to any directorship to be filled by the Board
of Directors by reason of an increase in the number of directors: (i) such
directorship shall be for a term of office continuing only until the next
election of one or more directors by the stockholders; and (ii) the Board of
Directors may not fill more than two such directorships during the period
between any two successive annual meetings of stockholders. Each director chosen
in accordance with this provision shall receive the classification of the vacant
directorship to which he or she has been appointed or, if it is a newly-created
directorship, shall receive the classification approved by a majority of the
Board of Directors and shall hold office until the first meeting of stockholders
held after his or her election for the purpose of electing directors of that
classification and until his or her successor is elected and qualified or until
his or her earlier death, resignation or removal from office.
(d) A director may be removed from office before
the expiration date of that director's term of office, with or without cause,
only by an affirmative vote of the holders of 75% of the voting power of the
then outstanding shares of capital stock entitled to vote thereon (the "Voting
Stock"), voting together as a single class.
(e) Notwithstanding any other provision of this
Certificate of Incorporation or any provision of the Law that might otherwise
permit a lesser or no vote, and in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
Corporation required by the Law or by this Certificate of Incorporation, the
affirmative vote of 75% of the Voting Stock, voting together as a single class,
shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article 5.
6. (a) All of the power of the Corporation, insofar
as it may be lawfully vested by this Certificate of Incorporation in the Board
of Directors, is hereby conferred upon the Board of Directors. In furtherance of
and not in limitation of that
Certificate of Incorporation
Page 3
power or the powers conferred by the Law, a majority of directors then in office
(or such higher percentage as may be specified in the Bylaws with respect to any
provision thereof) shall have the power to adopt, alter, amend and repeal the
Bylaws of the Corporation, and notwithstanding any other provision of this
Certificate of Incorporation or any provision of the Law that might otherwise
permit a lesser or no vote, and in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
Corporation required by the Law or by this Certificate of Incorporation, the
Bylaws of the Corporation shall not be adopted, altered, amended or repealed by
the stockholders of the Corporation except in accordance with the provisions of
the Bylaws and by the vote of the holders of not less than 75% of the Voting
Stock, voting together as a single class, or such higher vote as is set forth in
the Bylaws. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of the Law that might otherwise permit a lesser
or no vote, and in addition to any affirmative vote of the holders of any
particular class or series of the capital stock of the Corporation required by
the Law or by this Certificate of Incorporation, the affirmative vote of the
holders of not less than 75% of the Voting Stock, voting together as a single
class, shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article 6.
(b) Subject to the terms of any Preferred Stock,
any action required or permitted to be taken by the stockholders of the
Corporation must be taken at a duly called annual or special meeting of such
stockholders or by written consent of all (but not less than all) stockholders
entitled to vote in lieu of such a meeting.
7. A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for conduct
as a director, provided that this Article does not eliminate the liability of
any director for any act or omission for which such elimination of liability is
not permitted under the Law. No amendment to the Law that further limits the
acts or omissions for which elimination of liability is permitted will affect
the liability of a director for any act or omission which occurs prior to the
effective date of the amendment.
8. The Corporation may indemnify to the fullest extent
not prohibited by law any person (an "Indemnified Person") who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation may, in
its sole discretion, pay for or reimburse the reasonable expenses incurred by
any Indemnified Person in any such proceeding in advance of the final
disposition of the proceeding. This Article 8 will not be deemed exclusive of
any other provisions for indemnification of or advancement of expenses to an
Indemnified Person that may be included in any statute,
Certificate of Incorporation
Page 4
bylaw, agreement, general or specific action of the Board of Directors, vote of
stockholders or other document or arrangement.
9. The election of directors need not be by written
ballot unless a stockholder demands election by written ballot before voting
begins at a meeting of stockholders.
10. The name and mailing address of the incorporator is
Jeffrey S. Cronn, 1600 Pioneer Tower, 888 S.W. Fifth Avenue, Portland, Oregon
97204
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on the 5th day of January, 2001.
-----------------------------------
Jeffrey S. Cronn, Sole Incorporator
Certificate of Incorporation
Page 5
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