United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
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Item 8.01 Other Events.
On March 8, 2024, the Company delivered letters (each, a “Letter” and collectively, the “Letters”) to each of Greenhouse Funds LLLP and its affiliates (collectively, “Greenhouse”) and Mr. Warren B. Kanders and its affiliates (collectively, “Kanders”) approving their respective requests to be permitted under the Company’s Rights Agreement dated as of February 12, 2008 to increase their beneficial ownership to up to 15.0% of the Company’s outstanding shares of common stock with respect to Greenhouse and up to 26.7% of the Company’s outstanding shares of common stock with respect to Kanders.
Such approval set forth in each respective Letter is conditioned upon, and subject to, among other things: (i) Greenhouse not increasing its beneficial ownership to in excess of 15.0% of the Company’s outstanding shares of common stock and Kanders not increasing its beneficial ownership to in excess of 26.7% of the Company’s outstanding shares of common stock; and (ii) each of Greenhouse and Kanders increasing its respective beneficial ownership to up to the applicable permitted percentage of the Company’s outstanding shares of common stock set forth in the respective Letters, if at all, on or before the twelve month anniversary of the date of each Letter.
Furthermore, in the event that Greenhouse or Kanders reduces its respective beneficial ownership to below 9.9% of the Company’s outstanding shares of common stock, the applicable respective Letters with such party shall immediately terminate and Greenhouse or Kanders, as applicable, would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its respective beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock.
Mr. Kanders is the Company’s Executive Chairman of the Board of Directors and a member of the Company’s Board of Directors.
Copies of the Letters are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letters is not intended to be complete and is qualified in its entirety by the complete text of the Letters.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description |
99.1 | Letter to Greenhouse Funds LLLP dated March 8, 2024. |
99.2 | Letter to Warren B. Kanders dated March 8, 2024. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 8, 2024
CLARUS CORPORATION | ||
By: | /s/ Michael J. Yates | |
Name: Michael J. Yates | ||
Title: Chief Financial Officer |