<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-24277
Clarus Corporation
(Exact name of Registrant as specified in its Charter)
Delaware 58-1972600
(State of Incorporation) (I.R.S. Employer Identification No.)
3970 Johns Creek Court
Suite 100
Suwanee, Georgia 30024
(Address of principal office, including zip code)
(770) 291-3900
(Registrant's telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A.
The aggregate market value of the voting stock and non-voting common equity
held by nonaffiliates of the Registrant at March 15, 2000 was approximately $1.4
billion based on $115.00 per share, the closing price of the common stock as
quoted on the Nasdaq National Market.
The number of shares of the Registrant's common stock outstanding at March
15, 2000, was 14,029,451 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
Page
----
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 1
ITEM 11. EXECUTIVE COMPENSATION......................................... 4
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. 6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 7
SIGNATURES............................................................... 7
EXPLANATORY NOTE
In this Annual Report on Form 10-K/A, the Registrant has included
information in Part III that was to be incorporated by reference in the
Registrant's Form 10-K originally filed with the Securities and Exchange
Commission on March 30, 2000.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Number and Classification
Our Board of Directors currently consists of seven Directors. Our Bylaws
provide that our Board of Directors will consist of not less than two, nor more
than seven members, the precise number to be determined from time to time by the
Board of Directors. The number of Directors has been set at seven by the Board.
The seven members who comprise our Board of Directors are divided into three
classes of Directors: Class I Directors, Class II Directors and Class III
Directors, with each such class of Directors serving staggered three-year terms.
Messrs. Coxe and House serve in the class having a term that expires in
2000; Messrs. Jeffery and Mohammadioun serve in the class having a term that
expires in 2001; and Messrs. Behar, Kaiser and Johnson serve in the class having
a term that expires in 2002. Upon the expiration of the term of each class of
Directors, Directors comprising the class of Directors if nominated will be
eligible to be elected for a three-year term at the next succeeding annual
meeting of stockholders.
Board of Directors
The following table sets forth the name and age of each member of our Board
of Directors, as well as his Director classification and length of service on
our Board.
Director Year First
Name Age Classification Elected
- ---------------- --- -------------- ----------
Norman N. Behar...................... 37 I 1999
Mark A. Johnson...................... 47 I 1998
William S. Kaiser.................... 44 I 1992
Tench Coxe........................... 42 II 1993
Donald L. House...................... 58 II 1993
Stephen P. Jeffery................... 44 III 1997
Said Mohammadioun.................... 52 III 1998
Meetings and Committees of the Board
Our Board of Directors held 18 meetings during 1999. Each Director
attended 75% or more of the aggregate number of meetings held by the Board of
Directors and the committees on which he served. Our Board of Directors has two
standing committees: the Audit Committee and the Compensation Committee. During
1999, the Board of Directors did not have a standing nominating committee,
although the functions of such committee were performed by the full Board of
Directors.
The Audit Committee presently consists of Messrs. Coxe, House and Johnson.
The Audit Committee held one meeting during 1999. The Audit Committee has been
assigned the principal functions of:
. appointing and meeting with our independent auditors;
. reviewing and approving the annual report of our independent auditors;
. meeting with management regarding audit matters;
. approving our annual financial statements; and
. reviewing and approving summary reports of our independent auditor's findings
and recommendations.
The Compensation Committee presently consists of Messrs. Behar, Kaiser and
Mohammadioun. The Compensation Committee has been assigned the functions of
approving and monitoring the remuneration
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arrangements for senior management and equity compensation awards under our
stock-based plans. The Compensation Committee held 18 meetings during 1999.
The functions of a nominating committee are performed by the full Board.
Director Compensation
Directors who are not our employees currently include Messrs. Behar, Coxe,
House, Johnson, Kaiser and Mohammadioun. Our Directors do not receive an annual
retainer or any fees for attending regular meetings of the Board of Directors,
but may participate in our Stock Incentive Plan. On January 28, 1999, Mr. Behar
was granted an option to purchase 18,750 shares of our common stock at an
exercise price of $3.50 per share, and on May 27, 1999, he was granted an option
to purchase 2,500 shares of our common stock at an exercise price of $5.41 per
share. In addition, on May 27, 1999, each of our other Directors at that time,
other than Messrs. Behar and Jeffery were granted options to purchase 7,500
shares of our common stock at an exercise price of $5.41 per share. The options
granted to our Directors in 1999 vest in installments over a period of four
years with 25% of the options vesting 12 months from the date of grant and the
remaining 75% of the options vesting in equal amounts monthly over the remaining
36 months.
Executive Officers
The following table sets forth the name, age at April 25, 2000, and
position of each executive officer.
<TABLE>
<CAPTION>
Name Age Positions
- ------------------------ --- --------------------------------------------------------------------------
<S> <C> <C>
Stephen P. Jeffery 44 Chairman, President and Chief Executive Officer
Joseph E. Bibler 40 Vice President, Client Services
Robert L. Clay 40 Vice President, Products
William M. Curran, Jr. 37 Vice President, Sales
Mark D. Gagne 39 Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Steven M. Hornyak 34 Vice President, Strategy and Business Development
Julie K. Smith 39 Vice President, Marketing
</TABLE>
Our executive officers are appointed by the Board of Directors and serve until
their successors are duly elected and qualified. There are no family
relationships among any of our executive officers or Directors.
Biographies of Directors and Executive Officers
Stephen P. Jeffery joined us in November 1994 as Vice President of
Marketing and was elected Vice President of Sales and Marketing in June 1995.
He was elected President in October 1995, a Director in October 1997, Chairman
of the Board in December 1997 and Chief Executive Officer in February 1998.
Prior to joining us, Mr. Jeffery was employed by Hewlett-Packard Company, where
he served as the manager of Hewlett-Packard's client/server solutions and
partner programs, as well as in a variety of sales and marketing management
positions in the United States and Europe for 15 years. Mr. Jeffery also served
in sales with International Business Machines prior to joining Hewlett-Packard.
Joseph E. Bibler joined us in February 1997 as Vice President of our former
services subsidiary and was elected President of our former services subsidiary
in February 1998. In January 1999 he was elected as our Vice President,
responsible for client services. Prior to joining us, Mr. Bibler spent 15 years
with Andersen Consulting, most recently as an associate partner. At Andersen
Consulting, he served in a variety of roles, including leading of one of
Andersen's regional software implementation practices.
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Robert L. Clay joined us in October 1996 as Director of Product Marketing
and became Assistant Vice President of Products in August 1999. Mr. Clay was
elected Vice President of Products in December 1999. Prior to joining us, Mr.
Clay served in various positions from 1994 to 1996 with Attachmate, formerly
DCA, most recently as vice president of client/server and Internet products and
director of product marketing of client/server and Internet products.
William M. Curran, Jr. joined us in February 1996 as a Regional Sales
Manager for our southern region. In August 1997, Mr. Curran was elected Vice
President of Sales for our eastern region. In January 2000 he was elected Vice
President, and is currently responsible for our entire sales organization.
Prior to joining us, Mr. Curran was employed by Geac from November 1989 until
February 1996 as a senior account executive.
Mark D. Gagne joined us in January 2000 as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer. Prior to joining us, Mr. Gagne
served from January 1997 to December 1999 as chief financial officer, treasurer
and chief acquisitions officer for BridgeStreet Accommodations, Inc., which
provides long-term lodging for corporate executives. From February 1992 to
December 1995, Mr. Gagne served as chief financial officer, treasurer and
division chief operating officer for CMG Information Systems, Inc., a developer
and operator of Internet and direct marketing companies.
Steven M. Hornyak joined us in December 1994 as an Account Executive and
was promoted to Regional Sales Manager for our Northeast region in 1996. In
August 1997, Mr. Hornyak was elected Vice President of Marketing. In January
2000, Mr. Hornyak was elected as Vice President and is currently responsible for
our strategy and business development organization. Prior to joining us, Mr.
Hornyak served in a variety of sales and consulting roles for Oracle Corporation
from June 1992 until December 1994. Mr. Hornyak served as management consultant
with PricewaterhouseCoopers LLP from 1990 to 1992.
Julie K. Smith joined us in 1993 as a Senior Account Executive. She joined
our marketing organization in May 1996 as Product Marketing Manager and was
promoted to Director of Marketing Communications in September 1997. Ms. Smith
was elected Vice President of Marketing in December 1999. Prior to joining us,
Ms. Smith was employed by Oracle Corporation, where she served as an application
sales representative for the client/server applications. Ms. Smith also served
in a variety of software sales and professional services positions with Dun &
Bradstreet Software and Computron for 11 years.
Norman N. Behar has served as a member of our Board of Directors since
January 1999. Mr. Behar has served as the President and Chief Executive Officer
of employeesaving.com since July 1999. From November 1998 through March 1999,
Mr. Behar served as Executive Vice President of Clarus CSA following our
acquisition of ELEKOM Corporation. Mr. Behar was ELEKOM's president and chief
executive officer from January 1998 to November 1998. From January 1996 to
December 1997, Mr. Behar was president and chief executive officer of Catapult,
a provider of personal computer training services. From April 1991 until
December 1995, Mr. Behar was chief operating officer of Catapult.
Tench Coxe has served as a member of our Board of Directors since September
1993. Mr. Coxe has served as a managing director of the general partner of
Sutter Hill Ventures, a venture capital company located in Palo Alto,
California, since 1989. Mr. Coxe also serves on the board of directors of
Alteon WebSystems, Copper Mountain Networks and Nvidia Corporation and on the
boards of directors of several privately-held companies.
Donald L. House has served as a member of our Board of Directors since
January 1993. Mr. House served as Chairman of our Board of Directors from
January 1994 until December 1997 and as our President from January 1993 until
December 1993. Mr. House also serves on the boards of directors of eShare
Technologies, where he serves as chairman of its audit committee and as a member
of its compensation committee, Ockham Technologies, Inc. and Carreker
Corporation. Mr. House also serves on the board of directors of several
privately-held technology companies.
William S. Kaiser has served on our Board of Directors since November 1992.
Mr. Kaiser joined Greylock Management Corporation, a venture capital company
located in Boston, Massachusetts, in 1986 and
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became a general partner in 1988. Mr. Kaiser also serves on the board of
directors of Open Market, Inc., Red Hat, Student Advantage and several
privately-held companies.
Mark A. Johnson has served as a member of our Board of Directors since July
1998. Mr. Johnson has served as the vice chairman of CheckFree Corporation, a
supplier of financial e-commerce services, software and related products, since
1997. He also serves on the board of directors of CheckFree. From 1982 to 1997
Mr. Johnson served in various capacities with CheckFree, including as president
in 1996 and as executive vice president of corporate development from 1990 to
1996.
Said Mohammadioun has served as a member of our Board of Directors since
March 1998. Mr. Mohammadioun has served as chairman and chief executive officer
of Synchrologic since October 1996. From March 1995 to September 1996, he was a
private investor in small technology companies. Mr. Mohammadioun was vice
president of Lotus Development Corp. from December 1990 to February 1995.
ITEM 11. EXECUTIVE COMPENSATION
The following table provides certain summary information for 1999, 1998 and
1997 concerning compensation paid or accrued by us to or on behalf of our Chief
Executive Officer and our other four most highly compensated executive officers
during 1999 (our "Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards(2)
-------------------------- -------------
Securities
Underlying
Options All Others
Name and Principal Position Year Salary($) Bonus($) Granted(#) Compensation($)
- --------------------------- ---- --------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Stephen P. Jeffery................ 1999 $225,666 $ 93,257 110,000 --
Chairman, Chief Executive Officer 1998 240,672 129,843 112,499 --
and President 1997 160,417(3) 77,192 75,000 --
Joseph E. Bibler.................. 1999 209,027 158,376 20,000 --
Vice President, Client Services 1998 180,451 130,187 40,000 --
1997 142,826 41,479 60,000 --
William M. Curran, Jr. ........... 1999 142,223 244,578 -- --
Vice President, Sales 1998 142,586 388,512 80,500 --
1997 111,748 181,388 45,000 --
Steven M. Hornyak................. 1999 175,666 94,558 100,000 --
Vice President, Strategy and 1998 156,177 90,143 40,000 --
Business Development 1997 123,776 135,252 51,000 $ 53,394(4)
Arthur G. Walsh, Jr. (5).......... 1999 94,917 30,563 6,000(6) 202,433(7)
Vice President, Chief Financial 1998 152,586 60,215 -- --
Officer and Secretary 1997 150,900 -- 30,000(8) --
</TABLE>
- -----------
(1) In accordance with the rules of the Securities and Exchange Commission, the
compensation set forth in the table does not include medical insurance,
group life insurance or other benefits, securities or property that do not
exceed the lesser of $50,000 or 10% of the person's salary and bonus shown
in the table.
(2) We did not make any restricted stock awards, grant any stock appreciation
rights or make any long-term incentive payments to our executive officers
during 1999, 1998 or 1997. Options granted to the Named Executive
Officers, other than to Mr. Jeffery in February 1998, were granted at fair
market value on the date of grant as determined by our Compensation
Committee.
(3) Includes $14,583 in deferred compensation earned in 1996.
(4) Represents a one-time payment for relocation expenses.
(5) Resigned as Vice President, Chief Financial Officer and Secretary in
January 2000.
(6) These options were forfeited in July 1999.
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(7) Represents consulting fees and other payments paid in 1999.
(8) Of these options, 22,500 were forfeited in July 1999.
Option Grants in 1999
The following table provides certain information concerning individual
grants of stock options made during 1999 to the Named Executive Officers.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------
Percent of Potential Realizable
Total Value at Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Appreciation for Option
Underlying Employees Exercise Term (2)
Options In Fiscal Price Per Expiration -----------------------
Name Granted (#)(1) Year Share ($/sh) Date 5% 10%
- ------------------------- -------------- ---------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Jeffery....... 110,000 7.6% $ 5.41 05/27/06 $242,265 $ 564,582
Joseph E. Bibler......... 20,000 1.4% 47.75 12/16/06 388,781 906,025
William M. Curran, Jr.... -- -- -- -- -- --
Steven M. Hornyak........ 15,000 1.0% 3.50 01/28/06 21,373 49,808
35,000 2.4% 5.56 04/29/06 79,222 184,620
50,000 3.5% 47.75 12/16/06 971,952 2,265,062
Arthur G. Walsh, Jr...... 6,000 * 3.50 07/31/99(3) -- --
</TABLE>
- --------------
* Less than 1%
(1) All options were granted pursuant to our SQL 1992 Stock Plan or our 1998
Stock Incentive Plan at an exercise price not less than fair market value
on the date of grant based on our closing sales prices as reported on the
Nasdaq National Market. Options granted prior to December 16, 1999 vest in
installments over a period of four years with 20% of the options vesting 12
months from the date of grant, 40% vesting 24 months after the date of
grant, 70% vesting 36 months after the date of grant and 100% vesting 48
months after the date of grant. Options granted on or after December 16,
1999 vest in 48 monthly installments. The options expire seven years after
the date of grant.
(2) Amounts reported in this column represent hypothetical values that may be
realized upon exercise of the options immediately prior to the expiration
of their term, assuming that the stock price on the date of grant
appreciates at the specified annual rates of appreciation, compounded
annually over the term of the option. These numbers are calculated based
on rules of the Securities and Exchange Commission.
(3) These options were forfeited on July 31, 1999.
Aggregated Option Exercises in 1999
And Year-End Option Values
The following table provides certain information concerning the options
exercised in 1999 by the Named Executive Officers and the number and value of
exercised and unexercised options held by the Named Executive Officers as of
December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities
Number of Underlying Unexercised Value of Unexercised In-the-
Shares Dollar Options at Fiscal Money Options at Fiscal
Acquired Value Year End(#) Year End($)(2)
On Realized ---------------------------- ----------------------------
Name Exercise(#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen P. Jeffery....... 37,500 $668,827 153,749 226,650 $9,482,714 $14,101,000
Joseph E. Bibler......... 3,000 32,640 26,000 88,000 1,576,900 4,452,750
William M. Curran, Jr.... 44,600 533,727 -- 95,900 -- 5,625,274
Steven M. Hornyak........ 15,510 144,781 20,000 164,490 1,202,920 7,751,047
Arthur G. Walsh, Jr...... 7,500 122,085 -- -- -- --
</TABLE>
- --------------
(1) Dollar values were calculated based on the difference between the fair
market value of the underlying common stock on the date of exercise and the
exercise price per share.
(2) Dollar values were calculated determining the difference between the fair
market value of the underlying
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securities at December 31, 1999 and the exercise price of the options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information concerning beneficial ownership of
our common stock as of April 25, 2000, by:
. each stockholder that we know owns more than 5% of our outstanding
common stock;
. each of our Named Executive Officers;
. each of our Directors; and
. all of our Directors and executive officers as a group.
The following table lists the applicable percentage of beneficial ownership
based on 14,132,841 shares of common stock outstanding as of April 25, 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.
The second column shows separately shares that may be acquired by exercise
of stock options or warrants within 60 days after April 25, 2000, by the
Directors and executive officers individually and as a group. These shares are
included in the numbers shown in the first column. Shares of common stock that
may be acquired by exercise of stock options or warrants are deemed outstanding
for purposes of computing the percentage beneficially owned by the persons
holding these options but are not deemed outstanding for purposes of computing
the percentage beneficially owned by any other person.
<TABLE>
<CAPTION>
Number of
Number of Shares Subject
Shares of to Options or Percentage of
Name Common Stock Warrants Common Stock
- ---------------------------------------------------- ------------------ ---------------- -----------------
<S> <C> <C> <C>
Stephen P. Jeffery.................................. 295,799 112,499 *
Joseph E. Bibler.................................... 37,832 26,832 *
William M. Curran, Jr............................... 44,600 95,900 *
Steven M. Hornyak................................... 42,392 26,882 *
Arthur G. Walsh, Jr................................. 40,254 -- *
Norman N. Behar..................................... 142,543 34,375 *
Tench Coxe.......................................... 120,939(1) 13,392 *
Donald L. House..................................... 89,374 13,125 *
Mark A. Johnson..................................... 33,075 24,375 *
William S. Kaiser................................... 21,721 29,865 *
Said Mohammadioun................................... 47,375 5,625 *
Directors and executive officers as a group (11
persons)........................................... 915,904 382,870 8.9%
</TABLE>
- -------------
* Less than one percent.
(1) Includes 61,078 shares held individually by Mr. Coxe, 807 shares of our
common stock issuable upon the exercise of a warrant held by Mr. Coxe and
45,929 shares held by Sutter Hill Ventures, a California Limited
Partnership over which Mr. Coxe has sole voting and investment control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
7
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, we have duly caused this report to be signed on our behalf
by the undersigned, thereunto duly authorized.
CLARUS CORPORATION
Date: April 28, 2000
By: /s/ Stephen P. Jeffery
-------------------------------------
Stephen P. Jeffery,
Chairman, Chief Executive Officer and
President
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------------- ------------------------------------------ ----------------------
<S> <C> <C>
/s/ Stephen P. Jeffery Chairman, Chief Executive Officer, April 28, 2000
- ---------------------------------------------- President (principal executive officer)
Stephen P. Jeffery and Director
/s/ Mark D. Gagne Executive Vice President and Chief April 28, 2000
- ---------------------------------------------- Financial Officer (principal financial
Mark D. Gagne and accounting officer)
/s/ Norman N. Behar Director April 28, 2000
- ----------------------------------------------
Norman N. Behar
/s/ Tench Coxe Director April 28, 2000
- ----------------------------------------------
Tench Coxe
/s/ Donald L. House Director April 28, 2000
- ----------------------------------------------
Donald L. House
/s/ Mark A. Johnson Director April 28, 2000
- ----------------------------------------------
Mark A. Johnson
/s/ William S. Kaiser Director April 28, 2000
- ----------------------------------------------
William S. Kaiser
/s/ Said Mohammadioun Director April 28, 2000
- ----------------------------------------------
Said Mohammadioun
</TABLE>
