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) December 30, 2005 ----------------- Clarus Corporation ------------------ (Exact name of registrant as specified in its charter) Delaware 0-24277 58-1972600 - ---------------------------------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) One Landmark Square, 22nd Floor, Stamford Connecticut 06901 - ------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 428-2000 -------------- N/A --- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 30, 2005, the Board of Directors of Clarus Corporation (the "Company") accelerated the vesting of unvested stock options previously awarded to employees, officers, and directors of the Company under its Amended and Restated Stock Incentive Plan of Clarus Corporation (as amended and restated effective as of June 13, 2000) and the Clarus Corporation 2005 Stock Incentive Plan, subject to such optionees' entering into lock-up, confidentiality and non-competition agreements. As a result of this action, options to purchase 676,669 shares of common stock that would have vested over the next one to three years became fully vested. Outstanding unvested options that were not accelerated will continue to vest on their current schedules. The decision to accelerate the vesting of these options was made primarily to reduce non-cash compensation expense that would have been recorded in future periods following the Company's application of the Financial Accounting Standards Board Statement No. 123, "Share Based Payment (revised 2004) ("FAS 123R"). The Company will be required to apply the expense recognition provisions of FAS 123R beginning January 1, 2006. The acceleration of the options is expected to reduce the Company's non-cash compensation expense related to these options by approximately $2,091,124 (pre-tax) for the years 2006 - 2008, based on estimated value calculations using the Black-Scholes methodology. The following table sets forth the numbers of shares as to which the vesting of stock options has been accelerated as a result of the foregoing changes for directors and executive officers, and for other holders of options: ======================================================== ===================== Shares Acquirable Name and Positions under Options - -------------------------------------------------------- --------------------- Warren B. Kanders, Executive Chairman of the Board 400,000 - -------------------------------------------------------- --------------------- Nigel P. Ekern, Chief Administrative Officer 93,334 - -------------------------------------------------------- --------------------- Burtt R. Ehrlich, Director 45,000 - -------------------------------------------------------- --------------------- Donald L. House, Director 45,000 - -------------------------------------------------------- --------------------- Nicholas Sokolow, Director 45,000 - -------------------------------------------------------- --------------------- All other holders of options 48,335 - -------------------------------------------------------- --------------------- Totals 676,669 ======================================================== ===================== ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 10.1 Form of Amendment to Stock Option Agreement. 1 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. Dated: January 6, 2006 CLARUS CORPORATION By: /s/ Nigel P. Ekern ------------------ Nigel P. Ekern, Chief Administrative Officer By: /s/ Susan Luckfield -------------------- Susan Luckfield, Controller 2 EXHIBIT INDEX Number Exhibit ------ ------- 10.1 Form of Amendment to Stock Option Agreement.
Clarus (CLAR) 8-KEntry into a Material Definitive Agreement
Filed: 6 Jan 06, 12:00am