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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
Date of report: October 22, 1999 (Date of Earliest Event Reported:
October 18, 1999)
CLARUS CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-24277 58-1972600
(State or other jurisdiction of (Commission File No.) (IRS Employer Identification No.)
incorporation or organization)
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3970 Johns Creek Court
Suite 100
Suwanee, Georgia 30024
(Address of principal executive offices, including zip code)
(770) 291-3900
(Registrant's telephone number, including area code)
(Former name or Former Address if Changed Since Last Report)
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ITEM 2. Acquisition Or Disposition Of Assets
On October 18, 1999, Clarus Corporation ("Clarus") consummated the sale of
substantially all of its financial and human resources software business to Geac
Computer Systems, Inc.("Geac") and Geac Canada Limited ("Geac Canada")(Geac and
Geac Canada collectively, the "Buyers").
Pursuant to an Asset Purchase Agreement between Clarus and Geac and an
Intellectual Property Rights Purchase Agreement between Clarus and Geac Canada,
Clarus sold substantially all of its financial and human resources business for
a total of approximately $17.1 million in cash. Under the terms of the
agreements, the Buyers will acquire the products, manufacturing assets,
intellectual property and employees of Clarus' financial and human resources
software business.
ITEM 7. Financial Statements, Pro Forma Information and Exhibits
(b) Pro Forma Financial Information
At the present time, it is impractical to provide the pro forma
financial information relative to the sale as required by Article 11 of
Regulation S-X and this Item 7 of Form 8-K. Clarus will file such pro
forma information under cover of a Form 8-K/A as soon as practicable, but
not later than January 1, 2000 (60 days after this Report is required to
be filed).
(c) Exhibits
2.1 Asset Purchase Agreement, incorporated by reference from Exhibit
2.1 to Clarus' Current Report on Form 8-K filed on August 30,
1999
2.2 Intellectual Property Rights Purchase Agreement, incorporated by
reference from Exhibit 2.2 to Clarus' Current Report on Form 8-K
filed on August 30, 1999
99.1 Press Release
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLARUS CORPORATION
Date: October 18, 1999 /s/ Arthur G. Walsh, Jr.
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ARTHUR G. WALSH, JR.
Chief Financial Officer
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FOR IMMEDIATE RELEASE
INVESTOR CONTACT: MEDIA CONTACTS:
Nancy O'Donnell Debbie Sorokin Nicole Fischer
Clarus Corporation Clarus Corporation Ketchum/Crescent
(770) 291-3973 (770) 291-5397 (404) 287-2000 x179
[email protected] [email protected] [email protected]
Clarus Closes Sale of ERP Business Unit to Geac
-- With spin-off complete, Clarus is focusing on free trade for buyers and
sellers through revolutionary B2B e-commerce solutions --
ATLANTA October 18, 1999 -- Clarus Corporation (NASDAQ: CLRS), announced today
that it has formally finalized the sale of its ERP business unit to Geac
Computer Systems, Inc. (TSE: GAC) for a total of U.S. $17 million. With the
spin-off official, Clarus is focusing exclusively on pioneering a movement of
"free trade" for business-to-business (B2B) e-commerce.
"Clarus' leadership in the growing market for B2B e-commerce is strengthened by
the completion of this sale, allowing us to focus all our resources on
delivering new solutions for an era of free trade via the Internet," explains
Steve Jeffery, CEO and president of Clarus. "Our electronic procurement solution
is the only one available today with no taxes, no tolls and no barrier for any
company of any size to enjoy the savings. Our vision of eliminating roadblocks
on the superhighway of Web purchasing is making cost-saving e-procurement
solutions available to the many, not just the few."
Under terms of the agreement, Geac has acquired substantially all of Clarus' ERP
assets, including the products, manufacturing assets, intellectual property and
approximately 150 employees of the business. Clarus' Financial and HRMS
applications broaden and enhance Geac's current leading cross platform
solutions.
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About Geac
Geac is a provider of mission critical software and systems solutions to large-
and medium-sized corporations around the world. Geac solutions include cross-
industry enterprise business solutions, hospitality systems, property
applications, publishing systems and banking solutions. Geac also provides a
wide range of applications for libraries, public safety and network systems.
Headquartered in Markham, Canada, Geac has more than 90 offices in 16 countries
and serves customers in more than 40 countries worldwide. Geac product and
service information is available on the World Wide Web at http://www.geac.com.
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About Clarus
Atlanta-based Clarus Corporation (www.claruscorp.com; NASDAQ: CLRS) is a leader
in providing B2B e-commerce applications that leverage the global, open
marketplace of the Internet, enabling organizations to gain control of their
operational resources, including non-production goods and services. The Clarus
Commerce solution incorporates Web technology and channel partners to connect
large populations of employees, management and suppliers with continuous
planning, monitoring and control of resources, which can result in a dramatic
impact on the bottom line. Clarus delivers its e-commerce solutions via direct
and indirect channels and offers innovative "zero capital" pricing models to
service very large to medium and small sized companies. The company's flagship
product, Clarus eProcurement, is being used at more than 23 sites for customers
including MasterCard International, MetLife, First Data Corporation, Hyatt
Regency and Parsons Brinckerhoff, with planned deployment to more than 130,000
employees.
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THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE EXCHANGE ACT.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-
LOOKING STATEMENTS AS A RESULT OF CERTAIN RISKS INCLUDING THAT THE BENEFITS
EXPECTED BY THE COMPANY AS A RESULT OF THIS ANNOUNCEMENT MAY NOT OCCUR.
Throughout this release, software and hardware products are mentioned by name.
In most, if not all, cases, these product names are claimed as trademarks by the
companies that manufacture the products. It is not our intention to claim these
names or trademarks as our own.
