UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2004 ------------------ Clarus Corporation ------------------ (Exact name of registrant as specified in its charter) Delaware 000-24277 58-1972600 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) One Landmark Square, 22nd Floor Stamford CT 06901 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 203-428-2000 ------------ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On October 1, 2004, the Company announced that the Nasdaq Listing Qualifications Panel (the "Panel") notified the Company on October 1, 2004, that the Company's securities would be delisted from the Nasdaq National Market effective with the open of business on Tuesday, October 5, 2004. The notice follows the Company's announcement on September 30, 2004, that it had terminated its previously announced negotiations to acquire a significant operating company. As a result of the termination of such negotiations, the Company was unable to fulfill previously disclosed conditions imposed by the Panel for the Company's securities to remain listed on the Nasdaq National Market set forth in the Panel's letter of September 20, 2004. The September 20th letter stated that, pursuant to the Company's request, the Panel had decided to permit the Company's common stock to remain listed on the Nasdaq National Market through September 30, 2004, provided that, among other requirements, on or before September 30, 2004, the Company submitted to Nasdaq a copy of a definitive agreement for the acquisition of an operating entity and on or before November 10, 2004, consummated the acquisition. Prior to receipt of the September 20th letter, and as previously disclosed, the Panel had determined that the Company was a "public shell" and due to policy concerns raised under Nasdaq Marketplace Rules 4300 and 4300(a)(3), the Company's securities would be delisted on September 8, 2004, unless on or before September 8, 2004, the Company submitted to Nasdaq a copy of a definitive agreement for the acquisition of an operating entity and on or before September 15, 2004, consummated the acquisition. The Company considered those earlier deadlines impractical and formally requested their extension which was granted by the Panel in its September 20th letter. Because the Company was unable to comply with the Panel's requirements, the Company's securities will be delisted from the Nasdaq National Market effective with the open of business on Tuesday, October 5, 2004. Additional information concerning this matter is set forth in the Company's October 1, 2004 and September 30, 2004 press releases, copies of which are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and which are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are included pursuant to Item 601 of Regulation S-K: Exhibit 99.1 Press Release dated October 1, 2004. Exhibit 99.2 Press Release dated September 30, 2004. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLARUS CORPORATION Date: October 4, 2004 By: /s/ Nigel P. Ekern ----------------------------- Nigel P. Ekern Chief Administrative Officer EXHIBIT INDEX Number Exhibit ------ ------- Exhibit 99.1 Press Release dated October 1, 2004 Exhibit 99.2 Press Release dated September 30, 2004
Clarus (CLAR) 8-KNotice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
Filed: 4 Oct 04, 12:00am