Axon Enterprise, Inc.
AXON ENTERPRISE, INC. (Form: 8-K, Received: 04/05/2017 12:04:56)


 

UNITED STATES
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

April 5, 2017
Date of Report (Date of earliest event reported)
 
Axon Enterprise, Inc.
( Exact name of registrant as specified in its charter)
Delaware
 (State or other jurisdiction of
 incorporation)
 
001-16391
 (Commission File Number)
 
86-0741227
 (IRS Employer
 Identification No.)

17800 N. 85 th St.
Scottsdale, Arizona 85255
(Address of principal executive offices, including zip code)

(480) 991-0797
(Registrant’s telephone number, including area code)

TASER International, Inc.
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 






TABLE OF CONTENTS

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01 Financial Statements and Exhibits
SIGNATURE

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 5, 2017, TASER International, Inc. (the “Company”) filed an amendment to its amended and restated certificate of incorporation to change its name to Axon Enterprise, Inc. (the “Certificate of Amendment”). The name change was made pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”) and was effective as of April 5, 2017. Under the DGCL, the amendment to the Company’s amended and restated certificate of incorporation did not require stockholder approval to effect the name change. In addition, effective as of April 5, 2017, the amended and restated bylaws of the Company will also be amended and restated to reflect the name change to Axon Enterprise, Inc. (the “Amendment to Bylaws”).

The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation or bylaws in connection with the name change.

The Company anticipates that on April 5, 2017, the Company’s common stock, which trades on the NASDAQ Stock Exchange, will cease trading under the ticker symbol “TASR” and will commence trading under the ticker symbol “AAXN”. Along with the ticker change, the Company’s common stock has been assigned a new CUSIP number of 05464C 1010.

A copy of the Certificate of Amendment effecting the name change, as filed with the Delaware Secretary of State on April 5, 2017, is filed herewith as Exhibit 3.1 and is incorporated herein by reference. A copy of the Amendment to Bylaws is filed herewith as Exhibit 3.2 and is incorporated by reference. A copy of the press release issued by the Company on April 5, 2017 announcing the name change has been filed herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d)    Exhibits
Exhibit
Number
 
Exhibit Description
3.1
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Axon Enterprise, Inc.
3.2
 
Amendment to Bylaws of Axon Enterprise, Inc.
99.1
 
Press release dated April 5, 2017




 






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
Dated: April 5, 2017
TASER International, Inc.
 
 
By:  
 /s/ DOUGLAS E. KLINT
 
 
 
Douglas E. Klint
 
 
 
EVP, General Counsel and Corporate Secretary
 





EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TASER INTERNATIONAL, INC.
(which is changing its name to Axon Enterprise, Inc.)

TASER INTERNATIONAL, INC. (the “ Company ”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1.
This Certificate of Amendment (the “ Certificate of Amendment ”) amends the provisions of the Company’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 5, 2001 (as amended on April 20, 2001 and December 31, 2004, the “ Certificate of Incorporation ”).

2.
Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
1.
The name of the corporation is Axon Enterprise, Inc. (the “Corporation”).
3.
This Certificate of Amendment (and the amendment to the Certificate of Incorporation set forth herein) shall be effective at 12:00 p.m. Eastern Time on April 5, 2017.
4.
This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5.
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by Douglas E. Klint, its General Counsel and Corporate Secretary, on April 5, 2017.

By:      ____________________________
Name:      Douglas E. Klint
Title:      General Counsel and Corporate      Secretary





Exhibit 3.2


AMENDMENT NO. [3]
TO THE
AMENDED AND RESTATED
BYLAWS
OF
TASER INTERNATIONAL, INC.
(which is changing its name to Axon Enterprise, Inc.)

April 5, 2017


Pursuant to the resolutions adopted by the Board of Directors of Axon Enterprise, Inc., formerly TASER International, Inc., a Delaware corporation (the “ Company ”), dated April 5, 2017, the Bylaws of the Company are hereby amended as follows:
1.      All references to TASER International, Inc. shall be amended and replaced by the new name of the corporation, Axon Enterprise, Inc., including, but not limited to, changing the title of the Bylaws from “Bylaws of TASER International, Inc.” to “Bylaws of Axon Enterprise, Inc.” and amending Section 1.01 as follows:
“Section 1.01 Registered Office.
The registered office of Axon Enterprise, Inc. (the “Corporation”) in the State of Delaware shall be that set forth in the Certificate of Incorporation or in the most recent amendment of the Certificate of Incorporation or in a certificate prepared by the Board of Directors and filed with the Secretary of State of Delaware changing the registered office.”
2.      Except as otherwise set forth herein, all other provisions of the Bylaws shall remain in full force and effect.

[The remainder of this page has been intentionally left blank.]












CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:
1.      That I am the duly elected and acting Secretary of TASER International, Inc. (which will henceforth be known as Axon Enterprise, Inc.), a Delaware corporation; and
2.      That the foregoing Amendment No. [3] to the Bylaws, comprising two (2) pages, including this Certificate of Secretary, constitutes the Amendment No. [3] to the Bylaws of said corporation as duly adopted by the Board of Directors by Action by Written Consent of said corporation on or about the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day of April, 2017.

By:                      
Name: Douglas E. Klint
Title: General Counsel and Corporate Secretary







Exhibit 99.1
CONTACT:
Sydney Siegmeth
VP, Global Communications
Media ONLY Hotline: (480) 444-4000
Press@axon.com
Axon Offers Free Body Cameras for Every Police Officer in the U.S.
TASER International changes name to Axon and makes wearable cameras available to all

SCOTTSDALE, Ariz., April 5, 2017 - TASER International (NASDAQ: TASR), the global leader in connected law enforcement technologies, announced today that it is launching a new program to equip every police officer in America with a body camera and changing its name to Axon (NASDAQ: AAXN). It will also provide supporting hardware, software, data storage, training, and support to police departments free of cost for one year.

“We are going 'all-in' to empower police officers to more safely and effectively do their jobs and drive important social change by making body cameras available to every officer in America,” said Rick Smith, Founder and CEO of Axon. “We believe these cameras are more than just tools to protect communities and the officers who serve them. They also hold the potential to change police work as we know it, by seamlessly collecting an impartial record and reducing the need for endless paperwork. That's why we're giving this opportunity to every single police officer in America.”

Axon's development of body cameras, cloud solutions, and other technologies is, in part, a response to the changing nature of police work. A recent Pew Research Center study painted a stark portrait of 21st-century policing. Policing, the study concluded, is harder today than it has ever been. Police officers expressed serious concerns about limited resources, lack of staffing, and equipment issues. Axon believes that technology can help address these problems.

“Cameras are the first of many steps toward a future where officers feel more confident and are freed from mundane report writing to focus more time on community policing,” said Smith. “Ask any officer about what prevents them from spending more time in the community, they'll tell you it's because they spend the majority of their shift filling out forms, often by hand. In time, cameras combined with artificial intelligence will make that very manual process automatic and effortless by creating video records to replace manual forms. The faster we can get this technology to officers who need it, the faster we can begin that process and free up officers' time to get back into the community, building better relationships with the people they serve.”

Axon is meeting the challenges officers face head-on. With this connected network of devices, apps, and people, officers can operate with confidence and focus on what matters: the people and community they serve. That's why Axon is giving every police officer in the United States access to its body-cam technology. The offer includes:

One Axon Body 2 camera per sworn officer
Digital evidence data storage with an Evidence.com “Unlimited Pro” license
Two mounts per officer
Docking station to securely upload body camera footage
Access to the full Axon Academy online training library





For additional information on how to sign up for the offer please visit: www.axon.com/offer . (This free, one-year trial offer is not available for any law enforcement agency or its officers in which Axon is participating in a request for proposal, a process that restricts communication with that agency or its officers.)

This offer gives departments the chance to prove the benefits of body camera technology before investing taxpayer dollars in purchasing it. Procurement remains a cumbersome, uncertain process: Even as police work and technology has evolved, procurement can still rely on paperwork, presentations, and promises-not field testing by actual officers. So departments end up purchasing technology without the input of the people who use it every day, often with dismal results.

Frontline officers are best positioned to evaluate and test this technology, and we encourage others in this space to give them that chance. Axon invites all providers of body cameras to join in this effort and provide free trial equipment for public safety agencies.

“The National Organization of Black Law Enforcement Executives (NOBLE) support the use of body cameras by police officers and have heard the call for their deployment from several communities demanding transparency. The offer from Axon is a bold move for the industry,” says Perry Tarrant, National President of NOBLE. “We believe body cameras offer a promising opportunity to increase transparency between police officers and the communities they serve.”

Since its inception, the TASER name has become synonymous with iconic, less-lethal weapons. Today, the company’s portfolio has grown to encompass a much wider range of technologies, including a rich ecosystem of connected devices and software applications.

Smith added about the name change, “Times are changing-and so are we. We are changing our name from TASER to Axon to reflect the evolution of our company from a weapons manufacturing company to a full solutions provider of cloud and mobile software, connected devices, wearable cameras, and now artificial intelligence. Axon is the brand that reflects the network of devices, applications, and people that is transforming public safety. TASER will remain one of our flagship products, but now as a single focused product brand for our suite of Smart Weapons. Axon is the company we have become.”

The new ticker symbol “AAXN” will become effective upon the opening of the Nasdaq market on April 6, 2017. The company's official website is now www.axon.com . Outstanding stock certificates will not be affected by the name change and will not need to be exchanged. All stock trading, filings and market-related information will be reported under the new corporate name and trading symbol.

Management will host a conference call tonight, April 5, 2017 at 6:00 p.m. (ET) to provide further information to investors. To join the live audio call, please dial 877-303-9126 (domestic) or 253-237-1156 (international). The call will also be available via live audio webcast on Axon's investor relations website at http://investor.axon.com .

Axon®, the ‘Delta Axon’ logo, Evidence.com,and TASER® are trademarks of Axon Enterprise, Inc., some of which are registered in the U.S. and other countries. For more information, visit www.axon.com/legal . All rights reserved.

Follow Axon here :
Axon on Twitter: https://twitter.com/axon_us
Axon on Facebook: https://www.facebook.com/axon_us







About Axon
Axon is a network of devices, apps, and people that helps law enforcement become smarter and safer. Our mission is to protect life. Our technologies give law enforcement the confidence, focus, and time they need to keep their communities safe. Our connected body cameras and evidence-management cloud allow police officers to work effectively and transparently, and our TASER Smart Weapons protect life without taking it.
We work hard for those who put themselves in harm's way for all of us. More than 180,000 lives and countless dollars have been saved with Axon's network of devices, apps and people. Learn more at www.axon.com or by calling (800) 978-2737 .

Note to Investors
Please visit http://investor.axon.com , http://axon.com/news , www.twitter.com/axon_us and https://www.facebook.com/axon_us where Axon shares about the company, its financial information, and its business.
Visit our Investor Relations Safe Harbor Statement at: http://investor.axon.com/safeHarbor.cfm
For investor relations information please contact Arvind Bobra via email at IR@axon.com .

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