-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TdPMwLiLnQKstcSQBuOojn/4BF/GoeqeEuaIScqDLK7abg5LMp9x9kdn1z/7h03h 4dB/14r1eHNkp5XI6Zz2fA== 0000950136-02-001527.txt : 20020517 0000950136-02-001527.hdr.sgml : 20020517 20020516174600 ACCESSION NUMBER: 0000950136-02-001527 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARUS CORP CENTRAL INDEX KEY: 0000913277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581972600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24277 FILM NUMBER: 02655496 BUSINESS ADDRESS: STREET 1: 3970 JOHNS CREEK CT STREET 2: STE 100 CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 7702913900 MAIL ADDRESS: STREET 1: 3970 JOHNS CREEK CT STREET 2: STE 100 CITY: SUWANEE STATE: GA ZIP: 30024 FORMER COMPANY: FORMER CONFORMED NAME: SQL FINANCIALS INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19980911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANDERS WARREN B CENTRAL INDEX KEY: 0000935577 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: C/O THE LANGER BIOMEDICS GROUP INC STREET 2: 450 COMMACK RD CITY: DEER PARK STATE: NY ZIP: 11729 BUSINESS PHONE: 2035529600 MAIL ADDRESS: STREET 1: C/O THE LANGER BIOMEDICS GROUP INC STREET 2: 450 COMMACK RD CITY: DEER PARK STATE: NY ZIP: 11729 DFAN14A 1 file001.txt DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 CLARUS CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WARREN B. KANDERS BURTT R. EHRLICH NICHOLAS SOKOLOW (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: CONTACT: ROBERT SANDHU Phone: 212-929-5500 KANDERS DEMANDS CLARUS MANAGEMENT REFRAIN FROM ACQUISITION UNTIL STOCKHOLDERS ELECT NEW BOARD MEMBERS -- VOTE THE GREEN PROXY CARD - MAY 10, 2002 (GREENWICH, CONNECTICUT) Responding to Clarus' (Nasdaq: CLRS) announcement yesterday that it was negotiating a strategic acquisition with an unnamed party, Warren B. Kanders, who, together with Burtt Ehrlich and Nicholas Sokolow, own 5.6% of Clarus' stock and are seeking election to Clarus' Board at its Annual Meeting scheduled to be held on May 21, 2002, demanded in a letter to Clarus' management that it not make any acquisition until after the stockholders have voted to elect new directors. Mr. Kanders stated: "The experience of our slate of directors in evaluating and completing strategic acquisitions is vastly superior to Clarus' management and the current Board. With the Annual Meeting only 11 days away, stockholders must be given the opportunity to determine which nominees are best qualified to implement a program to best represent their interests." Mr. Kanders continued: "This seems to be the desperate act of desperate men, who will do anything to entrench themselves -- rushing to announce "preliminary discussions . . . with an unnamed party" concerning an undescribed transaction for the apparent purpose of influencing the stockholders' vote. Management's last acquisition in May 2000, which was approved by Clarus' Board, was a disaster for Clarus, requiring the Company to write off more than $36 Million in 2001. " Mr. Kanders further stated: "Since management is unable to fault our record of consistently enhancing stockholder value, and since their own record is so dismal, having stood by while Clarus stockholders lost over $1.7 Billion in Clarus' market value, management has now stooped to attacking me personally through outright lies and innuendo. We have never had any plans to sell Clarus to one of our affiliates, nor have we ever made any statements to that effect. Unlike management's nominees and other current Board members, we do not receive salaries or have lucrative consulting agreements from Clarus. Messrs. Ehrlich, Sokolow and I are truly independent. Our only interest in Clarus is as stockholders, and we will only be successful with this investment if we create value for all of Clarus' stockholders. " We have requested the Securities and Exchange Commission to investigate the false and misleading statements made by Clarus. Mr. Kanders concluded: "We shall not be deterred. We will continue our campaign on behalf of all Clarus' stockholders, to bring accountability and good corporate governance to Clarus' management and the Board of Directors and to evaluate and seek to implement opportunities to increase shareholder value. " THE KANDERS NOMINEES STRONGLY RECOMMEND THAT YOU VOTE TO PROTECT YOUR INTEREST AS A CLARUS STOCKHOLDER BY SIGNING, DATING AND RETURNING THE GREEN PROXY CARD. Messrs. Kanders, Ehrlich and Sokolow have filed a definitive proxy statement (the "proxy statement") with the Securities and Exchange Commission (the "Commission"). Please read the proxy statement carefully because it contains important information, including information regarding Messrs. Kanders, Ehrlich and Sokolow. You may obtain a free copy of this press release and the proxy statement at the Commission's website at http://www.sec.gov. A free copy of this press release and the proxy statement may also be obtained from MacKenzie Partners, Inc. at 105 Madison Avenue, New York, NY 10016, toll free telephone number: (800) 322-2885. -----END PRIVACY-ENHANCED MESSAGE-----