S-8

As filed with the Securities and Exchange Commission on June __, 2002

Registration No. _________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under

THE SECURITIES ACT OF 1933

TASER International, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 86-0741227
(IRS Employer
Identification No.)

7860 East McClain Drive, Suite 2
Scottsdale, Arizona
(Address of principal executive offices)
85260
(Zip Code)

1999 Stock Option Plan

(Full title of the plan)

Patrick W. Smith
Chief Executive Officer
7860 East McClain Drive, Suite 2
Scottsdale, Arizona 85260
(480) 991-0797

(Name, address and telephone number of agent for service)

Copies to:

Thomas P. Palmer
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204

1

CALCULATION OF REGISTRATION FEE

			Proposed
			maximum		Proposed
			offering		maximum
Title of securities	Amount to be		price per		aggregate			Amount of
to be registered	registered		share		offering price			registration fee
common stock, $0.00001 par value	690,011 shares(1)		$	17.60	$	11,252,707.10	(2)	$	1,035.25
Total		690,011			$	11,252,707.10		$	1,035.25

⁽¹⁾  This filing registers an additional 690,011 shares of TASER’s common stock reserved for issuance under TASER’s 1999 Stock Option Plan (the “1999 Plan”). A Registration Statement previously filed by the company registered 139,364 shares of TASER’s common stock reserved for issuance under the 1999 Plan (Registration No. 333-65046). Pursuant to Rule 416 there are also being registered an undetermined number of additional shares of common stock that may become available for purchase in accordance with the provisions of the 1999 Plan in the event of any future change in the outstanding shares of common stock as a result of a stock dividend, stock split or similar adjustment.

⁽²⁾  Calculated pursuant to Rule 457(c) and (h)(1) based upon (a) the actual aggregate price of $4,443,840.00 for 267,100 shares of TASER’s common stock subject to previously granted options, 160,700 of which are exercisable at $16.00 per share and 106,400 of which are exercisable at $17.60 per share; and (b) the estimated proposed maximum aggregate offering price of $6,808,867.10 for 422,911 shares reserved for issuance under the 1999 Plan at $16.10 per share, estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”). The estimated offering price of $16.10 per share is the average of the high and low prices of the common stock on May 28, 2002 reported on the Nasdaq SmallCap Market.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         The contents of the Form S-8 Registration Statement (Registration No. 333-65046) previously filed by the company to register 139,364 shares of Common Stock under the 1999 Plan and 550,000 shares of Common Stock under the Company’s 2001 Stock Incentive Plan are incorporated herein by reference. This Registration Statement is being filed to register 690,011 additional shares of the Company’s Common Stock available for issuance under the Company’s 1999 Stock Option Plan.

         This Registration Statement has been prepared in accordance with General Instruction E to Form S-8 for the purpose of registering additional securities of the same class for which a registration statement of Form S-8 relating to the same benefit plan is effective (Registration No. 333-65046).

[The remainder of this page left intentionally blank.]

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, Arizona on May 30, 2002.

TASER INTERNATIONAL, INC.
By	/s/ Patrick W. Smith
	Patrick W. Smith Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT that each person whose signature appears below hereby constitutes and appoints Patrick W. Smith and Kathleen C. Hanrahan his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and all capacities, to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys and agents full power and authority to do any and all acts and things necessary or advisable in connection with such matters, and hereby ratifying and confirming all that the attorneys and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated:

Principal Executive Officer:	Date:
/s/ Patrick W. Smith	May 30, 2002
Patrick W. Smith Chief Executive Officer and Director
Principal Financial and Accounting Officer:
/s/ Kathleen C. Hanrahan	May 30, 2002
Kathleen C. Hanrahan Chief Financial Officer

4

Directors:
/s/ Phillips W. Smith	May 30, 2002
Phillips W. Smith Chairman of the Board of Directors
/s/ Bruce R. Culver Bruce R. Culver	May 30, 2002
/s/ Matthew R. McBrady Matthew R. McBrady	May 30, 2002
/s/ Thomas P. Smith Thomas P. Smith	May 30, 2002

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
5.1	Opinion of Tonkon Torp LLP
23.1	Consent of Arthur Andersen LLP, Independent Auditors
23.2	Consent of Tonkon Torp LLP (included in Exhibit 5.1)
24.1	Power of Attorney (See page 4)

Other exhibits listed in Item 601 of Regulation S-K are not applicable.

6 EX-5.1 3 p66655exv5w1.txt EXHIBIT 5.1 May 30, 2002 EXHIBIT 5.1 The Board of Directors of TASER International, Inc. Registration Statement on Form S-8 Gentlemen: We have acted as counsel to TASER International, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of the Registration Statement on Form S-8 (the "Registration Statement") covering an additional 690,011 shares of common stock, $0.00001 par value per share, of the Company to be issued under the Company's 1999 Stock Option Plan (the "Shares"). In our capacity as such counsel, we have reviewed the corporate actions of the Company in connection with this matter and have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents or other evidence as we have deemed necessary or appropriate for the purposes of the opinion hereinafter expressed. Based upon the foregoing, and having regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized by all necessary corporate action of the Company, and when issued and sold by the Company against payment therefor pursuant to the terms of the Company's 1999 Stock Option Plan, the Shares will be validly issued, fully paid and non-assessable. We are members of the bar of the State of Oregon and are expressing our opinion only as to matters of Oregon law and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Tonkon Torp LLP DMN:TPP EX-23.1 4 p66655exv23w1.txt EXHIBIT 23.1 [ANDERSEN LOGO] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 4, 2002 included in TASER International Inc.'s Form 10KSB, as amended, for the year ended December 31, 2001 and to all references to our Firm included in this registration statement on Form S-8. /s/ Arthur Andersen LLP Phoenix, Arizona May 30, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                  May 30, 2002

                                                                     EXHIBIT 5.1

The Board of Directors
of TASER International, Inc.

                       Registration Statement on Form S-8

Gentlemen:

                  We have acted as counsel to TASER International, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Registration Statement on Form S-8 (the "Registration
Statement") covering an additional 690,011 shares of common stock, $0.00001 par
value per share, of the Company to be issued under the Company's 1999 Stock
Option Plan (the "Shares").

                  In our capacity as such counsel, we have reviewed the
corporate actions of the Company in connection with this matter and have
examined and relied upon the originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents or other
evidence as we have deemed necessary or appropriate for the purposes of the
opinion hereinafter expressed.

                  Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized by all necessary corporate action of the Company, and when
issued and sold by the Company against payment therefor pursuant to the terms of
the Company's 1999 Stock Option Plan, the Shares will be validly issued, fully
paid and non-assessable. We are members of the bar of the State of Oregon and
are expressing our opinion only as to matters of Oregon law and the General
Corporation Law of the State of Delaware.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.


                                Very truly yours,

                                /s/ Tonkon Torp LLP


DMN:TPP

EX-23.1

                                                                 [ANDERSEN LOGO]


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 4, 2002
included in TASER International Inc.'s Form 10KSB, as amended, for the year
ended December 31, 2001 and to all references to our Firm included in this
registration statement on Form S-8.

                                                         /s/ Arthur Andersen LLP

Phoenix, Arizona
    May 30, 2002