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 20, 2004
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                               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
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On September 20, 2004, the Company announced that it received a notice from the
staff of The Nasdaq Stock Market dated September 20, 2004, that, pursuant to the
Company's request, the Nasdaq Listing Qualifications Panel (the "Panel") decided
to permit the Company's common stock to remain listed on the Nasdaq National
Market through September 30, 2004, and, provided the Company meets certain
conditions set forth in the Panel's decision, until November 10, 2004. As
previously disclosed, the Panel had determined that, based upon discretionary
authority granted by Nasdaq Marketplace Rules 4300 and 4330(a)(3), the Company's
securities would be delisted on September 8, 2004, unless, among other
requirements, on or before September 8, 2004, the Company submitted to Nasdaq a
copy of a definitive agreement for the acquisition of an operating entity and
consummation of the acquisition on or before September 15, 2004. In response,
the Company formally requested that the Panel extend those dates to enable the
Company to negotiate and complete a transaction in an appropriate time frame.
After reviewing the Company's request, the Panel has determined to extend the
deadlines allowing the Company's securities to remain listed on Nasdaq provided
that, among other requirements, on or before September 30, 2004, the Company
submits to Nasdaq a copy of a definitive agreement for the acquisition of an
operating entity and on or before November 10, 2004, consummates the
acquisition. Additional information concerning this matter is set forth in the
Company's September 20, 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 20, 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 22, 2004                    By: /s/ Nigel P. Ekern
                                                ------------------------
                                                  Nigel P. Ekern
                                                  Chief Administrative Officer




















                                  EXHIBIT INDEX

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

         Exhibit 99.1                Press Release dated September 20, 2004

EX-99.1

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

              NASDAQ LISTING QUALIFICATIONS PANEL AGREES TO FURTHER
             EXTENSION OF DEADLINE FOR DELISTING CLARUS SECURITIES

Stamford, Connecticut - September 20, 2004 - Clarus Corporation (Nasdaq:CLRS)
today announced that Nasdaq notified the Company today of the Nasdaq Listing
Qualifications Panel's (the "Panel") decision that, pursuant to the Company's
request, the Company's securities would continue to remain listed on the Nasdaq
National Market through September 30, 2004, and, provided the Company meets
certain conditions set forth in the Panel's decision, until November 10, 2004.
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 September 8, 2004, unless, among other requirements, on or before
September 8, 2004, the Company submitted to Nasdaq a copy of a definitive
agreement for the acquisition of an operating entity and consummation of 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]." However, the Company believed the Panel's deadlines
for submitting an acquisition agreement to Nasdaq and completing an acquisition
were impractical and the Company made a formal request to the Panel to extend
those dates to September 30, 2004 and November 10, 2004, respectively. After
reviewing the Company's request, the Panel has determined to extend the
deadlines allowing the Company's securities to remain listed on Nasdaq provided
that, among other requirements, on or before September 30, 2004, the Company
submits to Nasdaq a copy of a definitive agreement for the acquisition of an
operating entity and on or before November 10, 2004, consummates the
acquisition.

"We are pleased that the Panel has reconsidered its original deadlines," said
Warren B. Kanders, the Company's Executive Chairman of the Board. "The Company
is continuing its efforts to negotiate a transaction to redeploy the Company's
assets and use its substantial cash and net operating loss carry-forward to
enhance stockholder value through consummation of a significant acquisition,"
continued Mr. Kanders. However, there is no assurance that the Company will be
able to execute a definitive agreement or consummate a transaction to meet
Nasdaq's revised deadlines. 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.