SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CLARUS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $.0001 Per Share,
Granted on or after November 1, 1999
(Title of Class of Securities)
784638108
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Mr. Stephen P. Jeffery
Chairman, Chief Executive Officer and President
Clarus Corporation
3970 Johns Creek Court, Suite 100
Suwanee, Georgia 30024
(770) 291-3900
(Name, address and telephone number of person authorized
to receive notices and
communications on behalf of filing person)
Copy to:
Elizabeth O. Derrick, Esquire
Womble Carlyle Sandridge & Rice, PLLC
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 872-7000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
$22,390,177 $4,478.04
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 1,679,021 shares of common stock of Clarus
Corporation having an aggregate value of $22,390,177 as of July 6, 2001 will
be exchanged pursuant to this offer. The amount of the filing fee, calculated
in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of the transaction.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable
Form or Registration No.: Not applicable Date filed: Not applicable
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to Exchange,
dated July 9, 2001 (the "Offer to Exchange"), attached hereto as Exhibit (a)(1),
is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Clarus Corporation, a Delaware corporation (the
"Company"). The address of its principal executive offices is 3970 Johns Creek
Court, Suite 100, Suwanee, Georgia, 30024. The telephone number of its
principal executive offices is (770) 291-3900. The information set forth in the
Offer to Exchange under Section 9 ("Information Concerning Clarus Corporation")
is incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by the
Company to exchange options outstanding under the Company's Amended and Restated
Stock Incentive Plan (the "Incentive Plan"), the Stock Incentive Plan of
Software Architects International, Limited (the "SAI Plan") and the SQL 1992
Stock Option Plan (the "SQL Plan" and, together with the Incentive Plan and the
SAI Plan, the "Option Plans") to purchase shares of the Company's common stock,
par value $.0001 per share (the "Common Stock"), granted on or after November 1,
1999 (the "Options") for new options (the "New Options") to purchase shares of
the Common Stock to be granted under the Option Plans, upon the terms and
subject to the conditions described in the Offer to Exchange and Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Exchange, as they may be amended from time to time, the "Offer"), attached
hereto as Exhibit (a)(2). The number of shares of Common Stock subject to the
New Options will be equal to the number of shares of Common Stock subject to the
Options that are accepted for exchange and cancelled. The information set forth
in the Offer to Exchange under "Summary Term Sheet," "Introduction," Section 1
("Number of Options; Expiration Date"), Section 5 ("Acceptance of Options for
Exchange and Issuance of New Options") and Section 8 ("Source and Amount of
Consideration; Terms of New Options") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of Common Stock Underlying the Options") is incorporated herein
by reference.
Item 3. Identity and Background of Filing Person.
(a) The information set forth under Item 2(a) above and the information set
forth in the Offer to Exchange under Section 10 ("Interests of Directors and
Officers; Transactions and Arrangements Concerning the Options") are
incorporated herein by reference.
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Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under "Summary Term
Sheet," "Introduction," Section 1 ("Number of Options; Expiration Date"),
Section 3 ("Procedures for Tendering Options"), Section 4 ("Withdrawal Rights"),
Section 5 ("Acceptance of Options for Exchange and Issuance of New Options"),
Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount of
Consideration; Terms of New Options"), Section 11 ("Status of Options Acquired
by Us in the Offer; Accounting Consequences of the Offer"), Section 12 ("Legal
Matters; Regulatory Approvals"), Section 13 ("Material U.S. Federal Income Tax
Consequences"), Section 14 (Certain Tax Consequences for Non-U.S. Based
Employees) and Section 15 ("Extension of Offer; Termination; Amendment") is
incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Options for Exchange and Issuance of New Options") and Section
11 ("Status of Options Acquired by us in the Offer; Accounting Consequences of
the Offer") is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") and Section 16
("Fees and Expenses") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) Not applicable.
(b) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options") is incorporated herein by reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under Section 9
("Information Concerning Clarus Corporation") and Section 17 ("Additional
Information"), and on pages 31 through 57 of the Company's Annual Report on Form
10-K for its fiscal year ended December 31, 2000 is incorporated herein by
reference.
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Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under Section 10
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options" and "Legal Matters; Regulatory Approvals") is incorporated herein
by reference.
(b) Not applicable.
Item 12. Exhibits.
(a)(1) Offer to Exchange, dated July 9, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Withdrawal
(a)(4) Form of Letter to Eligible Option Holders.
(a)(5) Form of Letter to Tendering Option Holders.
(a)(6) Clarus Corporation Annual Report on Form 10-K for its fiscal year ended
December 31, 2000 filed with the Securities and Exchange Commission (the
"Commission") on March 21, 2001 and incorporated herein by reference.
(a)(7) Clarus Corporation Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001 filed with the Commission on May 15, 2001 and
incorporated herein by reference.
(a)(8) Offer to Exchange, dated April 9, 2001 (incorporated by reference from
the Company's Schedule TO and Schedules TO-A, filed with the Commission
on April 9, 2001, April 20, 2001 and May 8, 2001, respectively).
(b) Not applicable.
(d)(1) Amended and Restated Stock Incentive Plan of Clarus Corporation
(incorporated by reference from Exhibit 10.2 of the Company's Form 10-Q
filed with the Commission on August 14, 2000).
(d)(2) Form of New Option Agreement pursuant to the Amended and Restated Stock
Incentive Plan of Clarus Corporation.
(d)(3) Stock Incentive Plan of Software Architects International, Limited
(incorporated by reference from Exhibit 2.2 of the Company's Form 8-K
filed with the Commission on June 13, 2000).
(d)(4) Form of New Option Agreement pursuant to the Stock Incentive Plan of
Software Architects International, Limited.
(d)(5) SQL 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5
to the Company's Registration on Form S-1 filed with the Commission on
February 23, 1998).
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
Clarus Corporation
/s/ Stephen P. Jeffery
-------------------------------------
Stephen P. Jeffery
Chief Executive Officer, President
and Chairman (Principal Executive
Officer)
Date: July 9, 2001
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
(a)(1) Offer to Exchange, dated July 9, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Withdrawal.
(a)(4) Form of Letter to Eligible Option Holders.
(a)(5) Form of Letter to Tendering Option Holders.
(a)(6) Clarus Corporation Annual Report on Form 10-K for its fiscal year
ended December 31, 2000 filed with the Securities and Exchange
Commission (the "Commission") on March 21, 2001 and incorporated
hereby by reference.
(a)(7) Clarus Corporation Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001 filed with the Commission on May 15, 2001
and incorporated herein by reference.
(a)(8) Offer to Exchange, dated April 9, 2001 (incorporated by reference from
the Company's Schedule TO and Schedules TO-A, filed with the
Commission on April 9, 2001, April 20, 2001 and May 8, 2001,
respectively).
(d)(1) Amended and Restated Stock Incentive Plan (incorporated by reference
from Exhibit 10.2 of the Company's Form 10-Q filed with the Commission
on August 14, 2000).
(d)(2) Form of New Option Agreement pursuant to the Amended and Restated
Stock Incentive Plan.
(d)(3) Stock Incentive Plan of Software Plan of Architects International,
Limited (incorporated by reference from Exhibit 2.2 of the Company's
Form S-K filed with the Commission on June 13, 2000).
(d)(4) Form of New Option Agreement pursuant to the Stock Incentive Plan of
Software Architects International, Limited.
(d)(5) SQL 1992 Stock Option Plan (incorporated by reference from Exhibit
10.5 to the Company's Registration on Form S-1 filed with the
Commission on February 23, 1998).