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As filed with the Securities and Exchange Commission on May 24, 2000
Registration No. 333-94199
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CLARUS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 7372 58-1972600
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or organization) Classification Code No.) Identification No.)
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3970 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(770) 291-3900
(Address and telephone number of Registrant's principal executive offices)
Mr. Stephen P. Jeffery
Chairman, President and
Chief Executive Officer
Clarus Corporation
3970 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(770) 291-3900
(Name, address and telephone number of agent for service)
____________________
Copies To:
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
1201 West Peachtree Street, N.E., Suite 3500
Atlanta, Georgia 30309
(404) 872-7000
____________________
Approximate date of commencement of proposed sale to the public: Not
Applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or investment plans, please check the following box: [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ____________________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the box and list the Securities Act registration
statement number for the same offering. [_] __________________
If the delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [_]
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RESALE
PROSPECTUS
CLARUS CORPORATION
29,999 SHARES OF COMMON STOCK
Clarus Corporation We develop, market and support business-to-
3970 Johns Creek Court business ("B2B") electronic commerce applications.
Suite 100
Suwanee, Georgia 30024
(770) 291-3900 This is a resale prospectus. The 29,999 shares of
our common stock offered by this prospectus are
being sold by three of our warrantholders. We will
not receive any proceeds from the sale of these
shares.
The Offering
Our common stock may be sold by the selling stockholders, from time to time
while the Registration Statement to which this prospectus relates is effective
on the Nasdaq National Market or otherwise at prices and terms prevailing at the
time of sale, at prices and terms related to such prevailing prices and terms,
in negotiated transactions or at fixed prices.
There are no underwriters involved in this offering.
Trading Symbol:
NASDAQ National Market-CLRS
____________________
See "Risk Factors" commencing on page 5 for a discussion of certain factors that
you should consider before purchasing our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
June __, 2000
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TABLE OF CONTENTS
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Where You Can Find Additional Information................................. 1
Incorporation by Reference................................................ 1
Prospectus Summary........................................................ 2
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 14
Dividend Policy........................................................... 14
Selling Stockholders...................................................... 15
Plan of Distribution...................................................... 15
Experts................................................................... 16
Legal Matters............................................................. 16
Indemnification........................................................... 17
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Clarus/TM/, SupplierUniverse/TM/ and SupplierUniverse.com/TM/ are our
trademarks. All other trademarks and registered trademarks used in this
prospectus are the property of their respective owners.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
Our fiscal year ends on December 31. We file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
we file at the Securities and Exchange Commission's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Our Securities and Exchange Commission filings are
also available to the public from http://www.sec.gov.
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INCORPORATION BY REFERENCE
The documents listed below are incorporated by reference into this
prospectus and all documents that we file as required by Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus will be deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date of filing of the following
documents:
. Our Annual Report of Form 10-K for the year ended December 31,
1999;
. Our Annual Report on Form 10-K/A for the year ended December 31,
1999;
. Our Current Report on Form 8-K dated January 6, 2000 and filed on
January 6, 2000;
. Our Current Report on Form 8-K dated March 30, 2000 and filed on
March 20, 2000; and
. The description of our common stock, par value $.0001 per share,
contained in our Registration Statement on Form 8-A (Registration
No. 000-29277), filed with the SEC on May 18, 1998.
We will provide you, without charge, with a copy of any and all of the
information (including exhibits) this prospectus incorporates by reference.
Please direct all requests for this information, as well as any requests for
additional information about us, to:
Mark D. Gagne
Chief Operating Officer and
Chief Financial Officer
Clarus Corporation
3970 Johns Creek Court
Suwanee, Georgia 30024
Telephone: (770) 291-3905
Fax: (770) 291-3904
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PROSPECTUS SUMMARY
This summary highlights only selected information and may not contain all
of the information you should consider before investing in our common stock. You
should read the entire prospectus carefully, including "Risk Factors" and the
financial statements, before making an investment decision.
Clarus Corporation
We develop, market and support an Internet-based business-to-business
electronic commerce solution that automates the procurement and management of
operating resources. Operating resources are the goods and services required to
operate a company such as information technology, telecommunications and office
equipment, professional services, maintenance, repair and operating supplies and
travel and entertainment expenses. Our solution enables buyers to improve
profitability by reducing processing costs associated with purchasing operating
resources and by maximizing procurement economies of scale. Additionally, our
solution benefits suppliers by reducing sales costs and providing the
opportunity to increase revenues. Our solution also provides a framework to
enable Internet-based digital marketplaces, allowing companies to create trading
communities and additional revenue opportunities. Our flagship product, Clarus
eProcurement, has been licensed by customers such as Comcast Corporation, First
Data Corporation, Gjensidige NOR, MasterCard International, MetLife, Parsons
Brinckerhoff, Perot Systems, The Container Store and Wachovia Operational
Services Corporation.
Our solution, based on a free trade model, provides a direct Internet-based
connection between buyer and supplier without requiring transactions to be
executed through a centralized trading portal. Our solution performs the value-
added trading services delivered by centralized trading portals, while
eliminating the transaction fees and scalability limitations of those portals.
It is designed to integrate with third party enterprise resource planning
solutions such as those provided by J.D. Edwards, Oracle, PeopleSoft and SAP. By
providing real-time purchasing data analysis, our solution also facilitates
proactive management and control of operating resources. Our solution is based
on a flexible, open architecture and leverages leading electronic commerce
technologies and industry standards such as Microsoft's e-commerce platform and
extensible markup language, or XML. We also provide implementation and ongoing
customer support services as an integral part of our complete procurement
solution.
The Market Opportunity
According to Killen & Associates, a leading Internet market research firm,
operating resource expenditures are often the largest segment of corporate
expenditures, representing approximately 33% of an average company's total
revenues. Most organizations buy operating resources through costly, time
consuming and complex paper-based or semi-automated processes. This often
results in fulfillment delays to end-users and reduced productivity. Many
organizations lack the systems that enable them to monitor purchases and compile
data necessary to negotiate volume discounts with preferred suppliers. In
addition, many organizations do not capture potential purchasing discounts due
to a problem known as "maverick buying," which occurs when personnel do not
follow internal purchasing guidelines.
By automating the operating resource procurement process, buyers can
significantly reduce processing costs and enhance overall productivity.
Automating the procurement process also lowers the overall costs of operating
resources by enabling buyers to efficiently aggregate end-user purchases to
maximize economies of scale. With the adoption of the Internet as a business
communication platform, organizations have begun to automate enterprise-wide and
inter-organizational procurement activities. International Data Corporation
projects that the worldwide market for Internet-based electronic procurement
applications will increase substantially from approximately $147 million in 1998
to approximately $5.3 billion in 2003.
In addition to the growth in the electronic procurement market, the rapid
formation of digital marketplaces is another important e-commerce trend.
Enablers of digital marketplaces, or Internet market makers, provide a common
trading hub that is specifically designed to enable multi-buyer/multi-seller
interaction and collaboration. Digital marketplaces enable new methods of
commerce such as online sourcing, dynamic pricing and negotiations.
Most Internet-based procurement systems effect transactions through a
centralized trading portal, charging transaction fees to either the buyer, the
supplier or both. In addition to transaction fees, other potential disadvantages
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of a centralized portal include decreased performance and reliability during
times of heavy volume, disclosure of confidential trading data and vendor-
controlled trade. Additionally, the rapid proliferation of online digital
marketplaces has created a significant need for an enabling software solution.
As a result, we believe that there is a significant market opportunity for a
comprehensive solution that optimizes electronic procurement and the development
of digital marketplaces.
Our Solution
Key elements of our solution include the following:
. Leveraged Network Model. Our solution, based on a free trade
model, provides a direct Internet-based connection between buyer
and supplier without requiring transactions to be executed
through a centralized trading portal. Our trading network,
SupplierUniverse, performs the value-added trading services
delivered by centralized trading portals, including content
management and auction capabilities, while eliminating the
transaction fees and scalability limitations of those portals. In
addition, because procurement activity is not funneled through a
single site, confidentiality and performance concerns are
mitigated. We believe that the benefits of our leveraged network
model will become increasingly compelling to customers seeking to
reduce costs, improve operational efficiencies and develop new
revenue opportunities.
. Integration with Existing Software. To solve one of the most
difficult problems customers face in automating the procurement
of operating resources, Clarus Fusion provides a packaged
integration solution that quickly and easily integrates our
electronic procurement application with major enterprise resource
planning systems, including those provided by J.D. Edwards,
Oracle, PeopleSoft and SAP.
. Zero Capital and Hosted Application Alternatives. We have
recently introduced a subscription-based zero capital model that
will enable our customers to pay a monthly subscription fee for
our software. We believe that our zero capital model will allow
companies to realize a more rapid return on their investment by
decreasing their up-front software expenditures and eliminate the
challenges associated with capital budgeting. In addition, we
have developed partnerships with application service providers
who host our software. By leveraging these partnerships,
customers can deploy our solution more rapidly and cost
effectively and outsource the ongoing management and operation of
our software.
. Open Architecture. Our solution is based on an open architecture
and leverages leading electronic commerce technologies and
industry standards such as Microsoft's e-commerce platform and
XML. Our open architecture provides flexibility, scalability,
ease of administration, reduced costs and rapid deployment.
Our Strategy
The key elements of our strategy are as follows:
. Achieve Broad Market Penetration. We have developed a multi-
channel distribution strategy to encourage and support our
strategy of achieving widespread market penetration of our
products. Our direct sales force targets large businesses. In
addition, we market our solution to mid-sized businesses through
a growing number of indirect channels, including application
service providers, systems integrators and resellers. We also
intend to achieve widespread acceptance of our procurement
solution through our zero capital model.
. Leverage Solution into Digital Marketplaces. We intend to
continue to leverage our procurement technology into the rapidly
emerging market for value added trading communities. Our approach
is to provide the software that enables market makers to create
their own digital marketplaces, not to actively own and operate
the marketplaces. We have dedicated significant resources to the
continued development and delivery of our digital marketplace
solution, and we intend to develop partnerships to increase the
functionality of the solution.
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. Increase International Market Presence. We believe that there is
a significant opportunity to establish Clarus as the leading
provider of Internet-based procurement solutions in international
markets. To capitalize on this opportunity, we are continuing to
globalize our Clarus Commerce product suite and form strategic
alliances with international partners to provide global
distribution channels.
. Build Brand Awareness Through Strategic Alliances. To build
awareness of the Clarus brand, we are aggressively developing
relationships with technology market leaders such as Cisco
Systems, Compaq, MasterCard, Microsoft and Perot Systems.
We are located at 3970 Johns Creek Court, Suite 100, Suwanee, Georgia
30024, our telephone number is (770) 291-3900 and our web site address is
www.claruscorp.com. We were incorporated in Delaware in 1991. Information
contained on our web site does not constitute part of this prospectus, and you
should rely only on information contained in this prospectus in deciding whether
to invest in our common stock.
The Offering
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Common stock offered by selling stockholders.... 29,999 shares.
Use of proceeds................................. We will not receive any proceeds from this offering.
Nasdaq National Market symbol................... CLRS.
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Forward-Looking Statements
This prospectus contains certain forward-looking statements, including or
related to our future results, including certain projections and business
trends. Assumptions relating to forward-looking statements involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control. When
used in this prospectus, the words "estimate," "project," "intend," "believe"
and "expect" and similar expressions are intended to identify forward-looking
statements. Although we believe that assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate, and we
may not realize the results contemplated by the forward-looking statement.
Management decisions are subjective in many respects and susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause us to alter our business strategy or
capital expenditure plans that may, in turn, affect our results of operations.
In light of the significant uncertainties inherent in the forward-looking
information included in this prospectus, you should not regard the inclusion of
such information as our representation that we will achieve any strategy,
objectives or other plans. The forward-looking statements contained in this
prospectus speak only as of the date of this prospectus as stated on the front
cover, and we have no obligation to update publicly or revise any of these
forward-looking statements.
These and other statements, which are not historical facts, are based
largely on management's current expectations and assumptions and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, the risks and uncertainties
described in "Risk Factors" (page 5).
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RISK FACTORS
You should consider carefully the following risk factors and all other
information contained in this prospectus before purchasing our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks could materially harm our business and could result in a
complete loss of your investment.
Risks Related to Our Business
We have only recently focused on the business-to-business e-commerce market and
may not effectively implement our business strategy.
Our future performance will depend in part on successfully developing,
introducing and gaining market acceptance of our Clarus Commerce suite of
products, which is designed to automate the procurement and management of
operating resources. On October 18, 1999, we sold substantially all of the
assets of our financial and human resources software business to Geac Computer
Systems, Inc. and Geac Canada Limited. Our financial and human resources
software business had historically been our primary business. We began marketing
our Clarus eProcurement solution in the second quarter of 1998. If we do not
successfully implement our business-to-business e-commerce growth strategy, our
business will suffer materially and adversely.
Our solution may not achieve significant market acceptance without a critical
mass of large buying organizations and their suppliers.
Unless a critical mass of large buying organizations and their suppliers
join our SupplierUniverse network, our solutions may not achieve widespread
market acceptance, and our business would be seriously harmed. The
implementation of our Clarus Commerce suite of products by large buying
organizations can be complex, time consuming and expensive. In many cases, these
organizations must change established business practices and conduct business in
new ways. Our ability to attract additional customers for our Clarus Commerce
suite of products will depend on using our existing customers as referenceable
accounts. As of March 31, 2000, only 40 customers had licensed our Clarus
eProcurement solution, and only eight customers were buying operating resources
through our Clarus eProcurement solution from a limited number of online
suppliers. As a result, our operating resource solutions may not achieve
significant market acceptance.
If a sufficient and increasing number of suppliers fail to join our
SupplierUniverse network, our network will be less attractive to buyers and
other suppliers. To provide buyers on our SupplierUniverse network an organized
means of accessing operating resources, we rely on suppliers to maintain web-
based catalogs, indexing services and other content aggregation tools. Our
inability to access and index these catalogs and services would result in our
customers having fewer products and services available to them through our
solution, which would adversely affect the perceived usefulness of our
SupplierUniverse network.
If our zero capital subscription-based model is unsuccessful, the market may
adopt our products at a slower rate than anticipated, and our business may
suffer materially.
We expect to achieve widespread adoption of our Internet-based procurement
solution by offering a zero capital subscription-based payment method to our
customers. This model is unproven and represents a significant departure from
the fee-based software licensing strategies that we and our competitors have
traditionally employed. If we do not successfully develop and support our zero
capital subscription-based model, the market may adopt our products at a slower
rate than anticipated, and our business may suffer materially. As of March 31,
2000, we have no zero capital subscribers.
We may not generate the substantial additional revenues necessary to become
profitable and anticipate that we will continue to incur losses.
We have incurred significant net losses in each year since our formation,
primarily related to our former enterprise resource planning business. In
addition, we have incurred losses related to the development of our electronic
procurement business. We expect that we will continue to incur losses.
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As we expand our international sales and marketing activities, our business will
be more susceptible to numerous risks associated with international operations.
To be successful, we believe we must expand our international operations
and hire additional international personnel. As a result, we expect to commit
significant resources to expand our international sales and marketing
activities. If successful, we will be subject to a number of risks associated
with international business activities. These risks generally include:
. currency exchange rate fluctuations;
. seasonal fluctuations in purchasing patterns;
. unexpected changes in regulatory requirements;
. tariffs, export controls and other trade barriers;
. longer accounts receivable payment cycles and difficulties in
collecting accounts receivable;
. difficulties in managing and staffing international operations;
. potentially adverse tax consequences, including restrictions on the
repatriation of earnings;
. the burdens of complying with a wide variety of foreign laws; and
. political instability.
We have limited experience in marketing, selling and supporting our
products and services in foreign countries. We do not have experience developing
foreign language versions of our products.
We intend to expand the geographic scope of our customer base and
operations. We opened our first international sales office in the United Kingdom
during the quarter ended March 31, 2000. We currently have three international
customers.
Significant fluctuations in our quarterly and annual operating results may
adversely affect the market price of our common stock.
We believe that our quarterly and annual operating results are likely to
fluctuate significantly in the future, and our results of operations may fall
below the expectations of securities analysts and investors. If this occurs or
if market analysts perceive that it will occur, our market value could decrease
substantially. Because the percentage of our revenues represented by maintenance
services is smaller than that of many software companies with a longer history
of operations, we do not have a significant recurring revenue stream that could
lessen the effect of quarterly fluctuations in operating results. Our expense
levels are based in part on our expectations of future orders and sales. Many
factors may cause significant fluctuations in our quarterly and annual operating
results, including:
. changes in the demand for our products;
. the timing, composition and size of orders from our customers;
. customer spending patterns and budgetary resources;
. our success in generating new customers;
. the timing of introductions of or enhancements to our products;
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. changes in our pricing policies or those of our competitors;
. our ability to anticipate and adapt effectively to developing markets
and rapidly changing technologies;
. our ability to attract, retain and motivate qualified personnel,
particularly within our sales and marketing and research and
development organizations;
. the publication of opinions or reports about us, our products, our
competitors or their products;
. unforeseen events affecting business-to-business e-commerce;
. changes in general economic conditions;
. actions taken by our competitors, including new product introductions
and enhancements;
. our ability to scale our network and operations to support large
numbers of customers, suppliers and transactions;
. our success in maintaining and enhancing existing relationships and
developing new relationships with strategic partners, including
application service providers, systems integrators, resellers, value-
added trading communities and other partners; and
. our ability to control costs.
Competition from other electronic procurement providers may reduce demand for
our products and cause us to reduce the price of our products.
The market for Internet-based procurement applications, and e-commerce
technology generally, is rapidly evolving and intensely competitive. We may not
compete effectively in our markets. Competitive pressure may result in our
reducing the price of our products, which would negatively affect our revenues
and operating margins. If we are unable to compete effectively in our markets,
our business, results of operations and financial condition would be materially
and adversely affected.
In targeting the e-commerce market, we must compete with electronic
procurement providers such as Ariba and Commerce One. We also anticipate
competition from some of the large enterprise resource planning software
vendors, such as Oracle and SAP, which have announced business-to-business
electronic procurement solutions. A number of companies, including
International Business Machines, have stated an interest in electronic
procurement. In addition, we believe we will experience increased competition
from travel and expense software companies, such as Concur and Extensity. These
companies have significantly greater financial, technical and marketing
resources and brand recognition than we have.
In addition, some of our competitors have well-established relationships
with our potential customers and have extensive knowledge of our industry.
Others have established or may establish cooperative relationships among
themselves or with third parties to increase the appeal of their products. We
also expect that competition will increase as a result of industry
consolidation. For these reasons, and given the relatively low barriers to entry
and relatively high availability of capital in today's markets, new competitors
will likely emerge in our markets and may rapidly acquire significant market
share.
Market adoption of our solution will be impeded if we do not continue to
establish and maintain strategic relationships.
Our success depends in part on the ability of our strategic partners to
expand market adoption of our solution. If we are unable to maintain our
existing strategic partnerships or enter into new partnerships, we may need to
devote substantially more resources to direct sales of our products and
services. We would also lose anticipated customer introductions and co-marketing
benefits.
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We rely, and expect to rely increasingly, on a number of third party
application service providers to host our solutions. If we are unable to
establish and maintain effective, long-term relationships with our application
service providers, or if these providers do not meet our customers' needs or
expectations, our business would be seriously harmed. In addition, we lose a
significant amount of control over our solution when we engage application
service providers, and we cannot adequately control the level and quality of
their service. By relying on third party application service providers, we are
wholly reliant on their information technology infrastructure, including the
maintenance of their computers and communication equipment. An unexpected
natural disaster or failure or disruption of an application service provider's
infrastructure would have a material adverse effect on our business.
If the demand for our solution continues to increase, we will need to
develop relationships with additional third-party application service providers
to provide these services. Our competitors have or may develop relationships
with these third parties and, as a result, these third parties may be more
likely to recommend competitors' products and services rather than ours.
Many of our strategic partners have multiple strategic relationships, and
they may not regard us as important to their businesses. In addition, our
strategic partners may terminate their relationships with us, pursue other
partnerships or relationships or attempt to develop or acquire products or
services that compete with our solution. Further, our existing strategic
relationships may interfere with our ability to enter into other desirable
strategic relationships. A significant number of our new Clarus eProcurement
sales have occurred through referrals from Microsoft, but Microsoft is not
obligated to refer any potential customers to us, and it may enter into
strategic relationships with other providers of electronic procurement
applications.
We expect to depend on our Clarus eProcurement product for substantially all of
our revenues for the foreseeable future.
We anticipate that revenues from our Clarus eProcurement product and
related services will continue to represent substantially all of our revenues
for the foreseeable future. As a result, a decline in the price of,
profitability of or demand for our Clarus eProcurement product would seriously
harm our business.
Clarus eProcurement may perform inadequately in a high volume environment.
Any failure by our principal product, Clarus eProcurement, to perform
adequately in a high volume environment could materially and adversely affect
the market for Clarus eProcurement and our business, results of operations and
financial condition. Clarus eProcurement was designed for use in environments
that include numerous users, large amounts of catalog and other data and
potentially high peak transaction volumes. Clarus eProcurement and the third
party software and hardware on which it depends may not operate as designed when
deployed in these environments.
Defects in our products could delay market adoption of our solution or cause us
to commit significant resources to remedial efforts.
We could lose revenues as a result of software errors or other product
defects. As a result of their complexity, software products may contain
undetected errors or failures when first introduced or as new versions are
released. Despite our testing of our software products and their use by current
customers, errors may appear in new applications after commercial shipping
begins. If we discover errors, we may not be able to correct them. Errors and
failures in our products could result in the loss of customers and market share
or delay in market adoption of our applications, and alleviating these errors
and failures could require us to expend significant capital and other resources.
The consequences of these errors and failures could materially and adversely
affect our business, results of operations and financial condition. Because we
do not maintain product liability insurance, a product liability claim could
materially and adversely affect our business, results of operations and
financial condition. Provisions in our license agreements may not effectively
protect us from product liability claims.
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Any acquisitions that we attempt or make could prove difficult to integrate or
require a substantial commitment of management time and other resources.
As part of our business strategy, we may seek to acquire or invest in
businesses, products or technologies that may complement or expand our business.
If we identify an appropriate acquisition opportunity, we may not be able to
negotiate the terms of that acquisition successfully, finance it, or integrate
it into our existing business and operations. We have completed only one
acquisition to date. We may not be able to select, manage or absorb any future
acquisitions successfully, particularly acquisitions of large companies.
Further, the negotiation of potential acquisitions, as well as the integration
of an acquired business, would divert management time and other resources. We
may use a substantial portion of our available cash, including proceeds of this
offering, to make an acquisition. On the other hand, if we make acquisitions
through an exchange of our securities, our stockholders could suffer dilution.
In addition, any particular acquisition, even if successfully completed, may not
ultimately benefit our business.
An increase in the length of our sales cycle may contribute to fluctuations in
our operating results.
As our products and competing products become increasingly sophisticated
and complex, the length of our sales cycle is likely to increase. The loss or
delay of orders due to increased sales and evaluation cycles could materially
and adversely affect our business, results of operations and financial condition
and, in particular, could contribute to significant fluctuations in our
quarterly operating results. A customer's decision to license and implement our
solution may present significant enterprise-wide implications for the customer
and involve a substantial commitment of its management and resources. The period
of time between initial customer contact and the purchase commitment typically
ranges from four to nine months for our applications. Our sales cycle could
extend beyond current levels as a result of lengthy evaluation and approval
processes that typically accompany major initiatives or capital expenditures or
other delays over which we have little or no control.
Our success depends on the continued use of Microsoft technologies or other
technologies that operate with our products.
Our products operate with, or are based on, Microsoft's proprietary
products. If businesses do not continue to adopt these technologies as
anticipated, or if they adopt alternative technologies that we do not support,
we may incur significant costs in redesigning our products or lose market share.
Our customers may be unable to use our products if they experience significant
problems with Microsoft technologies that are not corrected.
The failure to maintain, support or update software licensed from third parties
could materially and adversely affect our products' performance or cause product
shipment delays.
We have entered into license agreements with third-party licensors for
products that enhance our products, are used as tools with our products, are
licensed as products complementary to ours or are integrated with our products.
If these licenses terminate or if any of these licensors fail to adequately
maintain, support or update their products, we could be required to delay the
shipment of our products until we could identify and license software offered by
alternative sources. Product shipment delays could materially and adversely
affect our business, operating results and financial condition, and replacement
licenses could prove costly. We may be unable to obtain additional product
licenses on commercially reasonable terms. Additionally, our inability to
maintain compatibility with new technologies could impact our customers' use of
our products.
If we are unable to manage our internal resources, we may incur increased
administrative costs and be unable to capitalize on revenue opportunities.
The growth of our e-commerce business, coupled with the rapid evolution of
our market and the sale of our financial and human resources business and
products to Geac, has strained, and may continue to strain, our administrative,
operational and financial resources and internal systems, procedures and
controls. Our inability to manage our internal resources effectively could
increase administrative costs and distract management. If our management is
distracted, we may not be able to capitalize on opportunities to increase
revenues.
9
<PAGE>
Our success depends on our continuing ability to attract, hire, train and retain
a substantial number of highly skilled managerial, technical, sales, marketing
and customer support personnel.
Competition for qualified personnel is intense, and we may fail to retain
our key employees or to attract or retain other highly qualified personnel. In
particular, there is a shortage of, and significant competition for, research
and development and sales personnel. Even if we are able to attract qualified
personnel, new hires frequently require extensive training before they achieve
desired levels of productivity. If we are unable to hire or fail to retain
competent personnel, our business, results of operations and financial condition
could be materially and adversely affected. We do not maintain life insurance
policies on any of our employees.
Illegal use of our proprietary technology could result in substantial litigation
costs and divert management resources.
Our success will depend significantly on internally developed proprietary
intellectual property and intellectual property licensed from others. We rely on
a combination of copyright, trademark and trade secret laws, as well as on
confidentiality procedures and licensing arrangements, to establish and protect
our proprietary rights in our products. We have no patents or patent
applications pending, and existing trade secret and copyright laws provide only
limited protection of our proprietary rights. We have applied for registration
of our trademarks. We enter into license agreements with our customers that
give the customer the non-exclusive right to use the object code version of our
products. These license agreements prohibit the customer from disclosing object
code to third parties or reverse-engineering our products and disclosing our
confidential information. Despite our efforts to protect our products'
proprietary rights, unauthorized parties may attempt to copy aspects of our
products or to obtain and use information that we regard as proprietary. Third
parties may also independently develop products similar to ours.
Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could harm our business, operating results and financial
condition.
Claims against us regarding our proprietary technology could require us to pay
licensing or royalty fees or to modify or discontinue our products.
Any claim that our products infringe on the intellectual property rights of
others could materially and adversely affect our business, results of operations
and financial condition. Because knowledge of a third party's patent rights is
not required for a determination of patent infringement and because the United
States Patent and Trademark Office is issuing new patents on an ongoing basis,
infringement claims against us are a continuing risk. Infringement claims
against us could cause product release delays, require us to redesign our
products or require us to enter into royalty or license agreements. These
agreements may be unavailable on acceptable terms. Litigation, regardless of the
outcome, could result in substantial cost, divert management attention and delay
or reduce customer purchases. Claims of infringement are becoming increasingly
common as the software industry matures and as courts apply expanded legal
protections to software products. Third parties may assert infringement claims
against us regarding our proprietary technology and intellectual property
licensed from others. Generally, third-party software licensors indemnify us
from claims of infringement. However, licensors may be unable to indemnify us
fully for such claims, if at all.
If a court determines that one of our products violates a third party's
patent or other intellectual property rights, there is a material risk that the
revenue from the sale of the infringing product will be significantly reduced or
eliminated, as we may have to:
. pay licensing fees or royalties to continue selling the product;
. incur substantial expense to modify the product so that the third
party's patent or other intellectual property rights no longer apply
to the product; or
. stop selling the product.
10
<PAGE>
In addition, if a court finds that one of our products infringes a third
party's patent or other intellectual property rights, then we may be liable to
that third party for actual damages and attorneys' fees. If a court finds that
we willfully infringed on a third party's patent, the third party may be able to
recover treble damages, plus attorneys' fees and costs.
A compromise of the encryption technology employed in Clarus eProcurement could
reduce customer and market confidence in our products or result in claims
against us.
A significant barrier to Internet-based commerce is the secure exchange of
valued and confidential information over public networks. Any compromise of our
security technology could result in reduced customer and market confidence in
our products and in customer or third party claims against us. This could
materially and adversely affect our business, financial condition and operating
results. Clarus eProcurement relies on encryption technology to provide the
security and authentication necessary to protect the exchange of valuable and
confidential information. Advances in computer capabilities, discoveries in the
field of cryptography or other events or developments may result in a compromise
of the encryption methods we employ in Clarus eProcurement to protect
transaction data.
Risks Related to Our Industry
Our success depends upon market acceptance of e-commerce as a reliable method
for corporate procurement and other commercial transactions.
Market acceptance of e-commerce generally, and the Internet specifically,
as a forum for corporate procurement is uncertain and subject to a number of
risks. The success of our Clarus Commerce suite of business-to-business e-
commerce applications, including Clarus eProcurement, depends upon the
development and expansion of the market for Internet-based software
applications, in particular e-commerce applications. This market is new and
rapidly evolving. Many significant issues relating to commercial use of the
Internet, including security, reliability, cost, ease of use, quality of service
and government regulation, remain unresolved and could delay or prevent Internet
growth. If widespread use of the Internet for commercial transactions does not
develop or if the Internet otherwise does not develop as an effective forum for
corporate procurement, the demand for our Clarus Commerce suite of products and
our overall business, operating results and financial condition will be
materially and adversely affected.
If the market for Internet-based procurement applications fails to develop
or develops more slowly than we anticipate or if our Internet-based products or
new Internet-based products we may develop do not achieve market acceptance, our
business, operating results and financial condition could be materially and
adversely affected. The adoption of the Internet for corporate procurement and
other commercial transactions requires accepting new ways of transacting
business. In particular, enterprises with established patterns of purchasing
goods and services that have already invested substantial resources in other
means of conducting business and exchanging information may be particularly
reluctant to adopt a new strategy that may make some of their existing personnel
and infrastructure obsolete. Also, the security and privacy concerns of existing
and potential users of Internet-based products and services may impede the
growth of online business generally and the market's acceptance of our products
and services in particular. A functioning market for these products may not
emerge or be sustained.
The market for business-to-business e-commerce solutions is characterized by
rapid technological change, and our failure to introduce enhancements to our
products in a timely manner could render our products obsolete and unmarketable.
The market for e-commerce applications is characterized by rapid
technological change, frequent introductions of new and enhanced products and
changes in customer demands. In attempting to satisfy this market's demands, we
may incur substantial costs that may not result in increased revenues due to the
short life cycles for business-to-business e-commerce solutions. Because of the
potentially rapid changes in the e-commerce applications market, the life cycle
of our products is difficult to estimate. Products, capabilities or technologies
others develop may render our products or technologies obsolete or
noncompetitive and shorten the life cycles of our products. Satisfying the
increasingly sophisticated needs of our customers requires developing and
introducing enhancements to our products and technologies in a timely manner
that keeps pace with technological developments, emerging industry standards and
customer requirements while keeping our products priced competitively. Our
failure to
11
<PAGE>
develop and introduce new or enhanced e-commerce products that compete with
other available products could materially and adversely affect our business,
results of operations and financial condition.
Failure to expand Internet infrastructure could limit our growth.
Our ability to increase the speed and scope of our services to customers is
limited by and depends on the speed and reliability of both the Internet and our
customers' internal networks. As a result, the emergence and growth of the
market for our services depends on improvements being made to the entire
Internet infrastructure as well as to our individual customers' networking
infrastructures. The recent growth in Internet traffic has caused frequent
periods of decreased performance. If the Internet's infrastructure is unable to
support the rapid growth of Internet usage, its performance and reliability may
decline, and overall Internet usage could grow more slowly or decline. If
Internet reliability and performance declines, or if necessary improvements do
not increase the Internet's capacity for increased traffic, our customers will
be hindered in their use of our solution, and our business, operating results
and financial condition could suffer.
Future governmental regulations could materially and adversely affect our
business and e-commerce generally.
We are not subject to direct regulation by any government agency, other
than under regulations applicable to businesses generally, and few laws or
regulations specifically address commerce on the Internet. In view of the
increasing use and growth of the Internet, however, the federal government or
state governments may adopt laws and regulations covering issues such as user
privacy, property ownership, libel, pricing and characteristics and quality of
products and services. We could incur substantial costs in complying with these
laws and regulations, and the potential exposure to statutory liability for
information carried on or disseminated through our application systems could
force us to discontinue some or all of our services. These eventualities could
adversely affect our business operating results and financial condition. The
adoption of any laws or regulations covering these issues also could slow the
growth of e-commerce generally, which would also adversely affect our business,
operating results or financial condition. Additionally, one or more states may
impose sales tax collection obligations on out-of-state companies that engage in
or facilitate e-commerce. The collection of sales tax in connection with e-
commerce could impact the growth of e-commerce and could adversely affect sales
of our e-commerce products.
Legislation limiting further levels of encryption technology may adversely
affect our sales.
As a result of customer demand, it is possible that Clarus eProcurement
will be required to incorporate additional encryption technology. The United
States government regulates the exportation of this technology. Export
regulations, either in their current form or as they may be subsequently
enacted, may further limit the levels of encryption or authentication technology
that we are able to use in our software and our ability to distribute our
products outside the United States. Any revocation or modification of our export
authority, unlawful exportation or use of our software or adoption of new
legislation or regulations relating to exportation or use of software and
encryption technology could materially and adversely affect our sales prospects
and, potentially, our business, financial condition and operating results as a
whole.
Risks Related to This Offering
The market price of our common stock is highly volatile and several factors that
are beyond our control could adversely affect the market price of our common
stock.
The market price of our common stock has been highly volatile. The stock
market in general, and the market for Internet-related technology companies in
particular, has been highly volatile. You may not be able to resell your shares
of our common stock at the same levels as other Internet stocks, and Internet
stocks in general may not sustain their current market prices.
Factors that could cause our common stock price to be volatile may include:
. actual or anticipated variations in quarterly operating results;
12
<PAGE>
. announcements of financial results concerning our business-to-business
e-commerce products;
. introduction and performance of new products or services;
. changes in financial estimates by securities analysts;
. changes in conditions or trends in e-commerce;
. changes in the market valuations of Internet companies;
. changes in the market's perception of us and the nature of our business;
. announcements of strategic partnerships or joint ventures;
. additions or departures of key personnel; and
. sales of our common stock.
Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our common stock, regardless of our
operating performance.
Purchasers in this offering will incur immediate, substantial dilution.
The pro forma, as adjusted net tangible book value of our common stock as
of March 31, 2000 was $267.9 million, or approximately $19.03 per share. Pro
forma, as adjusted net tangible book value per share represents the amount of
our stockholders' equity, less intangible assets, divided by 14,080,282 shares
outstanding on March 31, 2000, but does not include shares of common stock
issuable upon the exercise of stock options and warrants. To the extent
outstanding options or warrants are exercised, there will be further dilution to
new investors.
Our issuance of a large number of additional shares of our common stock upon the
exercise of outstanding stock options or warrants could decrease the market
price of our common stock.
The market price of our common stock could decline as a result of sales of
a large number of shares of our common stock in the market or the perception
that these sales could occur. We have filed a Registration Statement on Form S-8
that has made eligible for sale approximately 3.1 million additional shares
issuable upon the exercise of stock options. If we issue our common stock to
option holders, it will dilute your ownership interest in us. In addition, if a
large number of option holders or warrant holders sell their shares of our
common stock, it could create a negative public perception of the value of our
stock.
Our Certificate of Incorporation, our Bylaws and Delaware corporate law contain
provisions that may discourage a takeover of our company.
Provisions of our Certificate of Incorporation, our Bylaws and Delaware law
could make it more difficult for a third party to acquire us, even if doing so
would be beneficial to our stockholders. Our Certificate of Incorporation
permits us to issue up to 5.0 million shares of preferred stock and permits our
Board of Directors to fix the rights, preferences, privileges and restrictions
of these shares without any further vote or action by our stockholders. Although
we have no current plans to issue new shares of preferred stock, the potential
issuance of preferred stock may delay, defer or prevent a change in our control.
The potential issuance may also discourage bids for the common stock at a
premium over the market price of the common stock and may adversely affect the
market price of our common stock and the voting and other rights of the holders
of our common stock. Our Board of Directors is divided into three classes, each
of which serves for a staggered three-year term. This structure may make it more
difficult for a third party to gain control of our Board of Directors.
13
<PAGE>
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of our
common stock being offered by the selling stockholders in this prospectus.
DIVIDEND POLICY
We anticipate that we will retain all future earnings for use in our
business and do not anticipate that we will pay any cash dividends in the
foreseeable future. The payment of any future dividends will be at the
discretion of our Board of Directors and will depend upon, among other things,
our results of operations, capital requirements, general business conditions,
contractual restrictions on payment of dividends, if any, legal and regulatory
restrictions on the payment of dividends and other factors our Board of
Directors deems relevant. In addition, our line of credit prohibits the payment
of dividends without prior lender approval.
14
<PAGE>
SELLING STOCKHOLDERS
The following table provides information concerning beneficial ownership of
our common stock by each selling stockholder.
The following table lists the applicable percentage of beneficial ownership
based on 14,149,460 shares of common stock outstanding as of May 23, 2000.
Except where noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Before the Offering After the Offering
------------------------------------------------ ----------------------------------
Shares to be
Sold
Number of Shares Percentage of In the Number of Shares Percentage of
Name of Common Stock Common Stock Offering of Common Stock Common Stock
- ---- ----------------- ------------- ------------ ---------------- --------------
<S> <C> <C> <C> <C> <C>
Silicon Valley Bank.................... 21,653 * 8,571 13,082 *
TBCC Funding Trust II.................. 12,857 * 12,857
Sand Hill Capital II, L.P.............. 8,571 * 8,571
</TABLE>
______________
* Less than one percent.
PLAN OF DISTRIBUTION
Our common stock may be sold by the selling stockholders, from time to time
while the Registration Statement to which this prospectus relates is effective,
on the Nasdaq National Market or otherwise at prices and terms prevailing at the
time of sale, at prices and terms related to such prevailing prices and terms,
in negotiated transactions or at fixed prices. The selling stockholders may
choose to sell all or a portion of such shares from time to time in any manner
described in this prospectus. The methods by which the selling stockholders may
sell their shares of our common stock include, without limitation:
. ordinary brokerage transactions, which may include long or short
sales;
. transactions involving crosses or block trades or any other
transactions permitted by the Nasdaq National Market;
. purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
. "at the market" to or through market makers or into an existing
market for the common stock;
. other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
. through transactions in options, swaps or other derivatives,
whether exchange-listed or otherwise; or
. any combination of any such methods or sale.
In effecting sales, brokers and dealers that the selling stockholders
engage may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling stockholders to
sell a specified number of shares at a stipulated price per share, and, to the
extent such a broker or dealer is unable to do so acting as agent for the
selling stockholders, may purchase as principal any unsold shares at the price
required to fulfill such broker or dealer commitment to the selling
stockholders. Brokers or dealers who acquire shares as principals may thereafter
resell such shares from time to time in transactions, which may involve crosses
and block
15
<PAGE>
transactions, and which may involve sales through other brokers or dealers,
including transactions of the nature described above, in the over-the-counter
market, in negotiated transactions or otherwise, at market prices and terms
prevailing at the time of sale, at prices and terms related to such prevailing
prices and terms, in negotiated transactions or at fixed prices and in
connection with the methods as described above. The selling stockholders may
sell their shares of our common stock direct or by pledgees, donees, transferees
or other successors in interest.
We will maintain the effectiveness of the registration of our common stock
offered by this prospectus until the earlier of: (a) September 2, 2000, 180
days from the effective date of our recently completed secondary offering; or
(b) until such time as the selling stockholders have completed the distribution
of their shares of our common stock. Any shares which qualify for sale pursuant
to Rule 144 under the Securities Act of 1933 may be sold under that Rule rather
than pursuant to this prospectus. The selling stockholders may not sell any or
all of the shares offered hereby.
We are bearing all the costs relating to registering the shares of our
common stock offered by this prospectus, including attorneys' fees. Any
commissions, discounts or other fees payable to a broker, dealer, underwriter,
agent or market maker in connection with the sale of any of the shares of our
common stock will be borne by the selling stockholders.
We have agreed to indemnify the selling stockholders and any person who
controls the selling stockholders, against certain liabilities and expenses
arising out of, or based upon, the information set forth in this prospectus, and
the Registration Statement of which this prospectus is a part, including
liabilities under the Securities Act of 1933, and if a court holds such
indemnification to be unavailable, to contribute to the amount of such
liabilities and expenses.
The selling stockholders and any brokers participating in such sales may be
deemed to be underwriters within the meaning of Section 2(11) of the Securities
Act of 1933. Any commissions paid or any discounts or concessions allowed to
any broker, dealer, underwriter, agent or market maker and, if any such broker,
dealer, underwriter, agent or market maker purchases any of the shares as
principal, any profits received on the resale of such shares, may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.
Because the selling stockholders may be deemed to be underwriters, they may
be subject to prospectus delivery requirements under the Securities Act of 1933.
Furthermore, in the event the selling stockholders are deemed to be underwriters
and a sale of shares is deemed to be a "distribution" or part of a distribution
of the shares, the selling stockholders, any selling broker or dealer and any
"affiliated purchasers" may be subject to Regulation M under the Securities
Exchange Act of 1934, which prohibits, with certain exceptions, any such person
from bidding for or purchasing any security which is the subject of such
distribution until his participation in that distribution is completed. In
addition, Regulation M prohibits, with certain exceptions, any "stabilizing bid"
or "stabilizing purchase" for the purpose of pegging, fixing or stabilizing the
price of common stock in connection with this offering.
EXPERTS
The consolidated financial statements and schedule as of December 31, 1998
and 1999, and for each of the three years in the period ended December 31, 1999,
incorporated by reference in this prospectus and elsewhere in this registration
statement, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
LEGAL MATTERS
Womble Carlyle Sandridge & Rice, PLLC, Atlanta, Georgia, will pass on the
validity of the issuance of the shares of our common stock offered by this
prospectus for us. Members of Womble Carlyle Sandridge & Rice, PLLC own an
aggregate of 3,000 shares of our common stock.
16
<PAGE>
INDEMNIFICATION
Our Restated Bylaws and our Restated Certificate of Incorporation provide
that our directors and officers will be indemnified by us to the fullest extent
authorized by Delaware law, as it now exists or may in the future be amended,
against all expenses and liabilities reasonably incurred in connection with
service for or on behalf of us. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to our
directors, officers and controlling persons in accordance with our Restated
bylaws, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. We have obtained insurance which insures
our directors and officers against certain losses and which insures us against
certain of our obligations to indemnify our officers and directors. In addition,
our Restated Certificate of Incorporation provides that our directors will not
be personally liable for monetary damages to us for breaches of their fiduciary
duty as directors unless they violated their duty of loyalty to us or our
stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized illegal dividends or redemptions or derived an improper personal
benefit from their actions as directors. Such limitations of personal liability
under the Delaware General Corporation Law do not apply to liabilities arising
out of certain violations of the federal securities laws.
There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification by us will be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for indemnification.
17
<PAGE>
29,999 Shares
CLARUS CORPORATION
Common Stock
______________________
RESALE PROSPECTUS
______________________
June ___, 2000
You should rely only on information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offer offers and sales
are permitted. The information contained in this prospectus is accurate only as
of the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.
No action is being taken in any jurisdiction outside the United States to
permit a public offering of our common stock or possession or distribution of
this prospectus in that jurisdiction. Persons who come into possession of this
prospectus in jurisdictions outside the United States are required to inform
themselves about and to observe any restrictions as to this offering and the
distribution of this prospectus applicable to that jurisdiction.
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................................ $ 42,723
National Association of Securities Dealers, Inc. fee............................... $ 16,684
Nasdaq National Market additional listing fee...................................... $ 17,500
Accountants' fees and expenses..................................................... $ 55,000
Underwriting Fees and Commissions.................................................. $ 7,018,523
Legal fees and expenses............................................................ $ 150,000
Transfer Agent's fees and expenses................................................. $ 10,000
Printing and engraving expenses.................................................... $ 250,000
Miscellaneous...................................................................... $ 47,448
-----------
Total Expenses................................................................... $ 7,607,878
</TABLE>
All fees are estimated and have been paid.
Item 15. Indemnification of Directors and Officers
Our Restated Bylaws and our Restated Certificate of Incorporation provide that
we will indemnify our directors and officers to the fullest extent authorized by
Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of us. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
our directors, officers and controlling persons pursuant to the Restated Bylaws,
in the opinion of the Securities and Exchange Commission, indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. We have obtained insurance which insures our directors and
officers against certain losses and which insures us against specific
obligations to indemnify our directors and officers. In addition, our Restated
Certificate of Incorporation provides that our directors will not be personally
liable for monetary damages to us for breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to us or our stockholders,
acted in bad faith, knowingly or intentionally violated the law, authorized
illegal dividends or redemptions or derived an improper personal benefit from
their action as directors. These types of limitations of personal liability
under the Delaware Business Corporation Law do not apply to liabilities arising
out of certain violations of the federal securities laws.
There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification by us will be required or
permitted. We are not aware of any threatened litigation or proceeding that
might result in a claim for indemnification.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits. The following is a list of exhibits filed as part of
the Registration Statement.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
2.1 Warrant to Purchase Stock issued by the Registrant to TBCC Funding Trust II
(includes Registration Rights Agreement)(Incorporated by Reference from Exhibit
99.5 of the Registrant's Form 8-K filed on January 6, 2000).
2.2 Warrant to Purchase Stock issued by the Registrant to Silicon Valley Bank
(includes Registration Rights Agreement) (Incorporated by Reference from
Exhibit 99.6 of the Registrant's Form 8-K filed on January 6, 2000).
2.3 Warrant to Purchase Stock issued by the Registrant to Sand Hill Capital II,
L.P. (includes Registration Rights Agreement) (Incorporated by Reference from
Exhibit 99.7 of the Registrant's Form 8-K filed on January 6, 2000).
3.1 Amended and Restated Certificate of Incorporation of the Registrant
(Incorporated by Reference from Exhibit 3.1 of the Registrant's Form S-1
Registration Statement File No. 33-46685).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by Reference from
Exhibit 3.2 of the Registrant's Form S-1 Registration Statement File No.
33-46685).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated Certificate
of Incorporation and Amended and Restated Bylaws of the Registrant defining
rights of the holders of Common Stock of the Registrant.
4.2 Specimen Stock Certificate. (Incorporated by Reference from Exhibit 4.1 of the
Registrant's Form S-4 Registration Statement (File No. 333-63535).
5.1* Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the
shares being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5.1).
24.1** Power of Attorney.
</TABLE>
___________
* Filed herewith.
** Previously filed.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(i) That for purposes of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(ii) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(iv) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all requirements for
filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to
Form S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Suwanee, State of Georgia on the 24th
day of May, 2000.
Clarus Corporation
By: /s/ Stephen P. Jeffery
----------------------
Stephen P. Jeffery,
Chairman, Chief Executive Officer and President
Pursuant to the requirements of the Securities and Exchange Commission, this
Post-Effective Amendment No.1 to Form S-3 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- -------------------------------------------------------------- -----------------------
<S> <C> <C>
/s/ Stephen P. Jeffery Chairman, Chief Executive Officer (Principal Executive May 24, 2000
- ------------------------------- Officer) and President
Stephen P. Jeffery
/s/ Mark D. Gagne Chief Operating Officer and Chief Financial Officer May 24, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
Mark D. Gagne
/s/ Norman N. Behar* Director May 24, 2000
- -------------------------------
Norman N. Behar
/s/ Tench Coxe* Director May 24, 2000
- -------------------------------
Tench Coxe
/s/ Donald L. House* Director May 24, 2000
- -------------------------------
Donald L. House
/s/ Mark A. Johnson* Director May 24, 2000
- -------------------------------
Mark A. Johnson
/s/ William S. Kaiser* Director May 24, 2000
- -------------------------------
William S. Kaiser
/s/ Said Mohammadioun* Director May 24, 2000
- -------------------------------
Said Mohammadioun
</TABLE>
*By: /s/ Stephen P. Jeffery
------------------------------------
Stephen P. Jeffery, attorney-in-fact
<PAGE>
EXHIBIT 5.1
[WOMBLE CARLYLE SANDRIDGE & RICE, PLLC LETTERHEAD]
May 23, 2000
Clarus Corporation
3970 Johns Creek Court
Suwanee, Georgia 30024
Re: Post-Effective Amendment to Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel for Clarus Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to the Company's Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (No. 333-94199) (the "Registration
Statement"), of a proposed public offering of 29,999 shares of the Company's
authorized common stock, $.0001 par value (the "Common Stock"), which are to be
registered by the Company for sale by three stockholders of the Company (the
"Shares").
We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, corporate records
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of the outstanding shares of Common Stock and the
Shares to be sold by the stockholders as we have deemed necessary and advisable.
Based upon the foregoing and having regard for such legal considerations as
we have deemed relevant, it is our opinion that the Shares were legally and
validly issued, fully paid and nonassessable.
We do hereby consent to the reference to our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this Opinion as Exhibit 5.1 thereto.
Respectfully,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Elizabeth O. Derrick
------------------------
Elizabeth O. Derrick, Esq.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 28, 2000
included in Clarus Corporation's Form 10-K for the year ended December 31, 1999
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 19, 2000
