-----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, WLRrvjGpma55fi1VBPP2vp3zgcugu7Zdp7RE2Imx0H8kTX2RpRZupJY8xmIWiNC2 KQpHChg0ETzolRQ0FLmuKA== 0000950136-03-001280.txt : 20030515 0000950136-03-001280.hdr.sgml : 20030515 20030515165136 ACCESSION NUMBER: 0000950136-03-001280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24277 FILM NUMBER: 03705790 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 8-K 1 file001.txt FORM 8-K 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) May 15, 2003 ------------ 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 Pickwick Plaza, Greenwich, Connecticut 06830 - ---------------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 302-2000 -------------- N/A --- (Former name or former address, if changed since last report.) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. The following Exhibits are hereby filed as part of this Current Report on Form 8-K: Exhibit 99.1 Press Release dated May 15, 2003 with respect to the Registrant's financial results for the first quarter ended March 31, 2003. Item 9. Regulation FD Disclosure The information included in this section is intended to be furnished under "Item 12. Disclosure of Results of Operations and Financial Condition" and is included under this Item 9 in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. On May 15, 2003, Clarus Corporation (the "Registrant") announced financial results for the first quarter ended March 31, 2003. A copy of the press release announcing the Registrant's earnings results for the first quarter ended March 31, 2003 is attached hereto as Exhibit 99.1. 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: May 15, 2003 CLARUS CORPORATION By: /s/ Nigel P. Ekern --------------------------------------------- Nigel P. Ekern, Chief Administrative Officer By: /s/ Susan Luckfield --------------------------------------------- Susan Luckfield, Controller Exhibit Index Exhibit 99.1 Press Release dated May 15, 2003 EX-99.1 3 file002.txt PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Clarus Corporation (203) 302-2000 nekern@claruscorp.com CLARUS ANNOUNCES FIRST QUARTER 2003 RESULTS GREENWICH, CONNECTICUT--MAY 15, 2003--Clarus Corporation (www.claruscorp.com; Nasdaq: CLRS) today announced financial results for the quarter ended March 31, 2003. Clarus reported revenues of $53,000 for the first quarter of 2003 compared to $3.9 million during the comparable period of 2002. Net loss for the first quarter of 2003 was $2.4 million or $0.15 per share compared to a net loss of $6.5 million or $0.41 per share during the comparable period of 2002. As of March 31, 2003, Clarus' balance of cash and marketable securities was $94.7 million compared to $95.1 million as of December 31, 2002. In addition, on April 17, 2003, Clarus settled pending litigation related to its 4.5% Convertible Subordinated Promissory Note and paid the holder the $5.0 million face value of the Note to settle the matter. After giving effect to the repayment, Clarus' balance of cash and marketable securities was $89.7 million, or $5.70 per share gross cash on a fully diluted basis. As previously announced, as part of our strategy to seek to limit operating losses and redeploy our assets and use our substantial cash and cash equivalent assets to enhance stockholder value, on December 6, 2002 we sold substantially all of our electronic commerce business, which represented substantially all of our revenue-generating operations and related assets. Nigel Ekern, Clarus' Chief Administrative Officer stated, "We are actively evaluating and seeking to identify suitable acquisition and merger opportunities." Mr. Ekern added, "We have also substantially reduced Clarus' cash expenditures and have targeted our overhead and administrative costs to remain in line with interest income generated from our cash balances prior to a redeployment, to the extent possible." Clarus does not currently intend to hold conference calls to discuss quarterly earnings releases unless and until the Company consummates an acquisition in connection with its redeployment strategy. At such time, the Company plans to resume holding quarterly conference calls to review earnings and Clarus' operating performance. Clarus, formerly a provider of ecommerce business solutions, is seeking to redeploy its assets and use its substantial cash and cash equivalent assets to enhance stockholder value. This press release contains forward-looking statements within the meaning of the Securities Act of 1933 and the Exchange Act of 1934. Information in this release includes Clarus' beliefs, hopes, expectations, intentions and strategies regarding Clarus, its future and its products and services. Assumptions relating to the forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risks including our planned effort to redeploy our assets to enhance stockholder value, the preservation of our net operating loss carry forward, and that the unaudited financial information provided in this press release may be adjusted by Clarus' independent auditors. Clarus cannot guarantee its future performance. All forward-looking statements contained in this release are based on information available to Clarus as of the date of this release and Clarus assumes no obligation to update the forward-looking statement contained herein. For further information regarding the risks and uncertainties in connection with Clarus' business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of Clarus' filings with the Securities and Exchange Commission, including but not limited to, its annual reports on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained at the SEC's web site at http://www.sec.gov CLARUS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED MARCH 31, ------------------------ 2003 2002 -------- -------- REVENUES: License fees $ -- $ 1,473 Services fees 53 2,468 -------- -------- Total revenues 53 3,941 COST OF REVENUES: License fees -- 14 Services fees -- 1,938 -------- -------- Total cost of revenues -- 1,952 OPERATING EXPENSES: Research and development -- 2,629 Sales and marketing -- 3,646 General and administrative 1,891 1,504 Provision for doubtful accounts 67 2 Depreciation and amortization 761 1,357 -------- -------- Total operating expenses 2,719 9,138 OPERATING LOSS (2,666) (7,149) OTHER (EXPENSE)/INCOME (48) 15 INTEREST INCOME 358 733 INTEREST EXPENSE (56) (56) -------- -------- NET LOSS $ (2,412) $ (6,457) ======== ======== Loss per common share: Basic $ (0.15) $ (0.41) Diluted $ (0.15) $ (0.41) Weighted average shares outstanding Basic 15,739 15,572 Diluted 15,739 15,572 CLARUS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31, 2003 2002 --------- --------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 49,665 $ 42,225 Marketable securities 45,021 52,885 Accounts receivable, less allowance for doubtful accounts of $203 and $586 in 2003 and 2002, respectively -- 467 Prepaids and other current assets 868 1,262 Assets held for sale -- 48 --------- --------- Total current assets 95,554 96,887 PROPERTY AND EQUIPMENT, NET -- 809 OTHER ASSETS: Deposits and other long-term assets 68 68 --------- --------- TOTAL ASSETS $ 95,622 $ 97,764 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 2,160 $ 1,936 Deferred revenue 1,195 1,248 Current portion of long-term debt 5,000 5,000 Liabilities to be assumed -- 220 --------- --------- Total current liabilities 8,355 8,404 LONG-TERM LIABILITIES: Other long-term liabilities -- -- --------- --------- Total liabilities 8,355 8,404 STOCKHOLDERS' EQUITY: Preferred stock, $.0001 par value; 5,000,000 shares authorized; -- -- none issued Common stock, $.0001 par value; 100,000,000 shares authorized; 15,902,300 and 15,762,707 shares issued and 15,827,300 and 15,687,707 outstanding in 2003 and 2002, respectively 2 2 Additional paid-in capital 362,116 361,715 Accumulated deficit (274,848) (272,436) Treasury stock, at cost (2) (2) Accumulated other comprehensive income 60 146 Deferred compensation (61) (65) --------- --------- Total stockholders' equity 87,267 89,360 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 95,622 $ 97,764 ========= =========
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