-----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, DMw7f6bOd6TR4yqKk+bpe0477+SIqv41jYSmOlDWzXjdToi/qt+AOmFmwJL9Ivxh ojtebeGsCKWMyDvvUI773A== 0000950136-04-002044.txt : 20040628 0000950136-04-002044.hdr.sgml : 20040628 20040625192301 ACCESSION NUMBER: 0000950136-04-002044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040628 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: 04883081 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): JUNE 22, 2004 CLARUS CORPORATION (Exact name of Registrant as specified in its charter)
DELAWARE 0-24277 58-1972600 (State or other jurisdiction of (Commission File No.) (IRS Employer Identification incorporation or organization) No.)
ONE LANDMARK SQUARE, 22ND FLOOR STAMFORD, CONNECTICUT 06901 (Address of principal executive offices, including zip code) (203) 428-2000 (Registrant's telephone number, including area code) ONE PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830 (Former name or Former Address if Changed Since Last Report) =============================================================================== ITEM 5. Other Events and Required FD Disclosure. On June 25, 2004, the Company announced that it received notice from the staff of The Nasdaq Stock Market that the Company's common stock will be delisted from the Nasdaq National Market effective as of the opening of business on July 1, 2004. The Company strongly disagrees with the Staff's determination and has appealed to the Nasdaq Listing Qualifications Panel, which stays the delisting of the Company's securities pending the Panel's decision. The Company is currently engaged in negotiation of a significant transaction to redepoly its assets. Additional information concerning this matter is set forth in the Company's June 25, 2004 press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Information and Exhibits (c) Exhibits 99.1 Press Release, dated June 25, 2004 SIGNATURE 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: June 25, 2004 By: /s/ Nigel P. Ekern ------------------ Nigel P. Ekern, Chief Administrative Officer EXHIBIT INDEX Exhibit 99.1 Press Release, dated June 25, 2004
EX-99.1 2 file002.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Clarus Corporation (203) 428-2000 nekern@claruscorp.com CLARUS CORPORATION RECEIVES NASDAQ DELISTING NOTICE - COMPANY APPEALS DECISION; PURSES SIGNIFICANT TRANSACTION Stamford, Connecticut - June 25, 2004 - Clarus Corporation (Nasdaq: CLRS) today announced that it received a letter dated June 22, 2004 from the Nasdaq Listing Qualification Staff notifying the Company that, based upon the Staff's review of the Company and under the discretionary authority granted by Nasdaq Marketplace Rules 4300 and 4330(a)(3), the Company's securities will be delisted on July 1, 2004 unless the Company appeals the Staff's decision. In its letter, the Staff noted its belief "that the Company is not currently engaged in active business operations and is therefore a public shell." The Company strongly disagrees with the Staff's decision to delist the Company's securities and has appealed the Staff's determination to the Nasdaq Listing Qualifications Panel, although there can be no assurance that such appeal will be successful. The appeal will stay the delisting of the Company's securities pending the Panel's decision. Clarus, formerly a provider of e-commerce business solutions, is seeking to redeploy its assets and use its substantial cash and cash equivalent assets to enhance stockholder value. The Company is currently engaged in negotiation of a significant transaction to redeploy its assets, however, there can be no assurance that this transaction will be consummated. 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, expectations, intentions and strategies regarding Clarus and its future. Assumptions relating to the forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions and the future decision of Nasdaq, 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 inability to execute successfully our planned effort to redeploy our assets to enhance stockholder value. 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.
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