8-K

                                  UNITED STATES
                       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): September 1, 2004
                                                         -----------------

                               Clarus Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)


         Delaware                      000-24277                58-1972600
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(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                     Identification  No.)



         One Landmark Square, 22nd Floor Stamford CT                06901
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          (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code: 203-428-2000


















Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On September 2, 2004, the Company announced that it received a notice from the
staff of The Nasdaq Stock Market dated September 1, 2004, that the Company's
common stock would remain listed on the Nasdaq National Market provided the
Company meets certain conditions set forth in a decision of the Nasdaq Listing
Qualifications Panel (the "Panel"). The decision follows the Company's appeal to
the Panel of the previously disclosed determination of the Nasdaq Listing
Qualification Staff (the "Staff") that, based upon the Staff's discretionary
authority granted by Nasdaq Marketplace Rules 4300 and 4330(a)(3), the Company's
securities would be delisted on July 1, 2004, unless the Company appealed the
Staff's decision. Following an appeal, the Panel has determined that the Company
may remain listed on Nasdaq provided that, among other requirements, on or
before September 8, 2004, the Company submits to Nasdaq a copy of a definitive
agreement for the acquisition of an operating entity and consummates the
acquisition on or before September 15, 2004. In response, the Company intends to
formally request the Panel to extend those dates to enable the Company to
negotiate and complete a transaction in an appropriate time frame. However,
there is no assurance that the Panel will agree to the Company's request.
Additional information concerning this matter is set forth in the Company's
September 2, 2004 press release, a copy of which is attached as Exhibit 99.1 to
this Form 8-K and which is incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are included pursuant to Item 601 of
Regulation S-K:

         Exhibit 99.1   Press Release dated September 2, 2004.























                                   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.



                                             CLARUS CORPORATION

Date: September 2, 2004                   By:  /s/ Nigel P. Ekern
                                              --------------------------------
                                               Nigel P. Ekern
                                               Chief Administrative Officer

























                                  EXHIBIT INDEX
                                  -------------


                   Number                 Exhibit
                   ------                 -------

                   Exhibit 99.1           Press Release dated September 2, 2004

EX-99.1

FOR IMMEDIATE RELEASE
CONTACT: NIGEL EKERN
         (203) 428-2000


                   NASDAQ LISTING QUALIFICATIONS PANEL EXTENDS
                    DEADLINE FOR DELISTING CLARUS SECURITIES

Stamford, Connecticut - September 2, 2004 - Clarus Corporation (Nasdaq: CLRS)
today announced that Nasdaq had notified the Company on September 1, 2004, of
the Nasdaq Listing Qualifications Panel's (the "Panel") decision that the
Company's securities would remain listed on the Nasdaq National Market provided
the Company meets certain conditions set forth in the Panel's decision. The
decision follows the Company's appeal to the Panel of the previously disclosed
determination of the Nasdaq Listing Qualification Staff (the "Staff") that,
based upon the Staff's discretionary authority granted by Nasdaq Marketplace
Rules 4300 and 4330(a)(3), the Company's securities would be delisted on July 1,
2004, unless the Company appealed the Staff's decision. Following a hearing on
July 29, 2004, and a review of the record, the Panel has determined that the
Company may remain listed on Nasdaq provided that, among other requirements, on
or before September 8, 2004, the Company submits to Nasdaq a copy of a
definitive agreement for the acquisition of an operating entity and consummates
the acquisition on or before September 15, 2004. While the Panel believed the
Company is a "public shell," the Panel acknowledged "the Company's plan to
acquire an operating business within the very near term, which [the Panel]
believed would alleviate those concerns associated with the continued listing of
public shells on [Nasdaq]."

"While we are pleased with the Panel's decision not to immediately delist the
Company's securities, the Company believes that the deadlines imposed by the
Panel to sign and consummate an acquisition are impractical and not in the best
interest of the Company's shareholders," said Warren B. Kanders, the Company's
Executive Chairman of the Board. "The Company therefore intends to formally
request the Panel to extend those dates to enable the Company to negotiate and
complete a transaction in an appropriate time frame. The Company has been and
continues to actively seek to effectively redeploy the Company's assets and use
its substantial cash and net operating loss carry-forwards to enhance
stockholder value through consummation of a significant acquisition
transaction," continued Mr. Kanders. However, there is no assurance that the
Panel will agree to the Company's request. In the event the Company's securities
are delisted, if and when a suitable transaction is consummated, the Company
intends to list its securities on an appropriate national exchange.

This press release contains forward-looking statements within the meaning of the
Securities Act of 1933 and the Securities 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, 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
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
statements contained herein.