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______________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
CLARUS CORPORATION
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(Exact name of registrant as specified in its charter)
<TABLE>
3970 Johns Creek Court, Suite 100
DELAWARE Suwanee, Georgia 30024 58-1972600
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<S> <C> <C>
(State or other jurisdiction of Address of principal executive offices) (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
STOCK INCENTIVE PLAN OF
SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED (AS AMENDED)
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(Full title of the plan)
___________
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, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
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<S> <C> <C> <C> <C>
Common Stock,
$.0001 par value 750,000 shares $23.50 - $39.64 $27,095,952 $7,153.33
</TABLE>
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(1) Pursuant to Rule 457(c) and (h)(1), based on (i) the average ($39.64) of
the high ($42.03) and low ($37.25) sales prices of the registrant's
common stock on July 26, 2000, as reported on the Nasdaq National Market;
and (ii) the average option price ($23.50) for shares available for
issuance upon exercise of outstanding options granted under the Stock
Incentive Plan of Software Architects International, Limited (as
amended)(163,200 shares).
_______________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed by Clarus Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K and Form 10-K/A for
the fiscal year ended December 31, 1999, filed with the Commission on
March 30, 2000, and April 28, 2000, respectively;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed with the Commission on May 15, 2000;
(c) The Company's Current Reports on Form 8-K, filed with the
Commission on January 6, 2000, March 20, 2000, June 12, 2000 and June
13, 2000, respectively;
(d) The description of the Company's Common Stock, $.0001 par
value, contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description; and
(e) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the date of the document referred to in (a),
above.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.
Item 4. Description of Securities.
------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company. Members of the firm hold approximately 3,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
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The Restated Bylaws of the Company (the "Restated Bylaws") and
the Restated Certificate of Incorporation (the "Restated Certificate") of the
Company provide that the directors and officers of the Company shall be
indemnified by the Company 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
the Company. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
Restated Bylaws, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company has obtained insurance which insures
the directors and officers of the Company against certain losses and which
insures the Company against certain of its obligations to indemnify such
directors and officers. In addition, the Restated Certificate of the Company
provides that the directors of the Company will not be personally liable for
monetary damages to the Company for breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to the Company or its
stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized illegal
II-1
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dividends or redemptions or derived an improper personal benefit from their
action as directors. Such 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. While non-monetary relief such as
injunctive relief, specific performance and other equitable remedies may be
available to the Company, such relief may be difficult to obtain or, if
obtained, may not adequately compensate the Company for its damages.
There is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification by the
Company will be required or permitted. The Company is not aware of any
threatened litigation or proceeding that might result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as a part of this Registration
Statement:
Number Description
------ -----------
4.1 Amended and Restated Certificate of Incorporation of the
Company, which is incorporated by reference to Exhibit 3.1
of the Company's Registration Statement on Form S-1 (File
No. 333-46685), filed with the Commission on February 23,
1998.
4.2 Amendment to Amended and Restated Certificate of
Incorporation of the Company.
4.3 Amended and Restated Bylaws of the Company, which are
incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (File No. 333-46685),
filed with the Commission on February 23, 1998.
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in the signature page to this
Registration Statement).
99.1 Stock Incentive Plan of Software Architects International,
Limited, as amended, which is incorporated by reference to
Exhibit 2.2 of the Company's current report on Form 8-K
filed with the Commission on June 13, 2000.
99.2 2000 Declaration of Amendment to Software Architects
International, Limited Stock Incentive Plan which is
incorporated by reference to Exhibit 2.3 of the Company's
current report on Form 8-K filed with the Commission on June
13, 2000.
Item 9. Undertakings.
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(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
-------- -------
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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.
(3) 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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Clarus
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Suwanee, State of Georgia, on this 27th day of
July, 2000.
CLARUS CORPORATION
By: /s/ Stephen P. Jeffery
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Stephen P. Jeffery
Chairman, Chief Executive Officer and President
POWER OF ATTORNEY
Each of the undersigned, being a director and/or officer of Clarus
Corporation (the "Company"), hereby nominates, constitutes and appoints Stephen
P. Jeffery and Mark D. Gagne, or any one of them severally, to be his true and
lawful attorney-in-fact and agent and to sign in his name and on his behalf in
any and all capacities stated below, and to file with the Securities and
Exchange Commission (the "Commission"), a Registration Statement on Form S-8
(the "Registration Statement") relating to the issuance of certain shares of the
common stock, $.0001 par value, of the Company (the "Common Stock") in
connection with the Stock Incentive Plan of Software Architects International,
Limited, as amended, and to file any and all amendments, including post-
effective amendments, to the Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact and agent deems appropriate, and
generally to do all such things on his behalf in any and all capacities stated
below to enable the Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen P. Jeffery Chairman, Chief Executive Officer, July 27, 2000
---------------------------
Stephen P. Jeffery President (Principal Executive
Officer) and Director
/s/ Mark D. Gagne Chief Operating Officer and Chief July 27, 2000
---------------------------
Mark D. Gagne Financial Officer (Principal
Financial and Accounting Officer)
/s/ Donald L. House Director July 27, 2000
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Donald L. House
/s/ Tench Coxe Director July 27, 2000
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Tench Coxe
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/s/ Said Mohammadioun Director July 27, 2000
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Said Mohammadioun
/s/ Mark A. Johnson Director July 27, 2000
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Mark A. Johnson
/s/ Norman N. Behar Director July 27, 2000
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Norman N. Behar
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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Clarus Corporation
Number Description
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4.1 Amended and Restated Certificate of Incorporation of the Company,
which is incorporated by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1 (File No. 333-
46685), filed with the Commission on February 23, 1998.
4.2 Amendment to Amended and Restated Certificate of Incorporation of
the Company.
4.3 Amended and Restated Bylaws of the Company, which are
incorporated by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1 (File No. 333-46685), filed
with the Commission on February 23, 1998.
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included in the signature page to this
Registration Statement).
99.1 Stock Incentive Plan of Software Architects International,
Limited, as amended, which is incorporated by reference to
Exhibit 2.2 of the Company's current report on Form 8-K filed
with the Commission on June 13, 2000.
99.2 2000 Declaration of Amendment to Software Architects
International Limited Stock Incentive Plan which is incorporated
by reference to Exhibit 2.3 of the Company's current report on
Form 8-K filed with the Commission on June 13, 2000.
