-----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, UpSK/YSXrkXuBpo3CmLMV+JL//VulKlshVuaHwvJ1pWhkGTnoZeHfY0UgI7Dk72t +dJzI5T4S+9/9mXS3tr/RA== 0001144204-06-018442.txt : 20060504 0001144204-06-018442.hdr.sgml : 20060504 20060504151302 ACCESSION NUMBER: 0001144204-06-018442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060501 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060504 DATE AS OF CHANGE: 20060504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARUS CORP CENTRAL INDEX KEY: 0000913277 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] 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: 06807935 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 v042088.txt 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): May 1, 2006 ------------ Clarus Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Delaware 0-24277 58-1972600 ------------------------------- ------------------------ --------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
One Landmark Square, 22nd Floor, Stamford Connecticut 6901 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 428-2000 -------------- N/A -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. May 1, 2006, the registrant entered into an extension of its Employment Agreement, dated as of December 6, 2002, with its Executive Chairman of the Board of Directors, Mr. Warren B. Kanders, by which the Employment Agreement was extended for an indefinite term, terminable immediately upon written notice at the election of the registrant or Mr. Kanders. The Employment Agreement otherwise remains in full force and effect. On May 1, 2006, the registrant entered into an extension of its Employment Agreement, dated as of December 6, 2002, with its Chief Administrative Officer, Mr. Nigel P. Ekern, by which the Employment Agreement was extended for an indefinite term, terminable immediately upon written notice at the election of the registrant or Mr. Ekern. The Employment Agreement otherwise remains in full force and effect. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 10.1 Extension Agreement dated May 1, 2006, of Employment Agreement between the registrant and Nigel P. Ekern. 10.2 Extension Agreement dated May 1, 2006, of Employment Agreement between the registrant and Warren B. Kanders. 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 1, 2006 Clarus Corporation By: /s/ Nigel P. Ekern --------------------------------- Nigel P. Ekern, Chief Administrative Officer Exhibit Index 10.1 Extension Agreement dated May 1, 2006, of Employment Agreement between the registrant and Nigel P. Ekern. 10.2 Extension Agreement dated May 1, 2006, of Employment Agreement between the registrant and Warren B. Kanders. EX-10.1 2 v042088_ex10-1.txt CLARUS CORPORATION ONE LANDMARK SQUARE - 22ND FLOOR STAMFORD, CONNECTICUT 06901 May 1, 2006 Mr. Nigel P. Ekern 741 Hollow Tree Ridge Road Darien, CT 06820 Re: Employment Agreement Dear Mr. Ekern: Reference is made to the Employment Agreement dated as of December 6, 2002, effective as of November 25, 2002, between you and Clarus Corporation (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Agreement. The Original Agreement is hereby amended, effective as of January 1, 2006, as follows: 1. The Term of the Original Agreement is hereby extended and shall continue (i) subject to termination without cause at any time by the Company or the Employee, immediately upon written notice to the other party, or (ii) until otherwise terminated pursuant to Section 10 of the Original Agreement. 2. The Company shall continue the term life insurance required by Section 4(b) of the Original Agreement until the termination of employment. 3. Section 6(b) of the Original Agreement is amended by deleting from the first sentence thereof the words "until the third anniversary of the Effective Date" and replacing such words with these words: "until the termination of employment". 4. Section 12(F) of the Original Agreement is hereby amended to provide that the address of the Company is as set forth at the top of this letter. 5. The Company's obligation to make any payments pursuant to Section 10(d) of the Original Agreement, in the event of the termination by the Company of the Employee's employment without cause, shall be subject to the Employee's making himself reasonably available to and cooperating with the Company during any such payment period to assist with transition issues or in defending any claims asserted against the Company with respect to which the Employee has material knowledge or information. The Company shall cover reasonable out-of-pocket expenses incurred by the Employee pursuant to this paragraph in accordance with its customary reimbursement policies and practices. 6. For avoidance of doubt: The provisions of Sections 7 (Confidentiality), 8 (Non-Competition) and 9 (Remedies) shall survive the end of the Term and remain in full force and effect as provided in the Original Agreement, it being understood that the phrase "termination of this Agreement" or any similar phrase used in the aforesaid sections of the Original Agreement shall mean (i) the date of termination pursuant to paragraph 1 hereof or (ii) any termination date pursuant to termination in accordance with the provisions of Sections 10(a) through 10(f) of the Original Agreement. 7. The Original Agreement shall continue in full force and effect, except as amended herein. Kindly sign where indicated below to confirm your agreement with the forgoing and return the signed copy of this letter to me. Very truly yours, Clarus Corporation By: _______________________________ Warren B. Kanders, Executive Chairman Confirmed and Agreed: - ------------------------------- Nigel P. Ekern EX-10.2 3 v042088_ex10-2.txt CLARUS CORPORATION ONE LANDMARK SQUARE - 22ND FLOOR STAMFORD, CONNECTICUT 06901 May 1, 2006 Mr. Warren B. Kanders c/o Kander & Company, Inc. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 Re: Employment Agreement Dear Mr. Kanders: Reference is made to the Employment Agreement dated as of December 6, 2002, between you and Clarus Corporation (the "Original Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Original Agreement. The Original Agreement is hereby amended, effective as of December 6, 2005, as follows: 1. The Term of the Original Agreement is hereby extended and shall continue (i) subject to termination without cause at any time by the Company or the Employee, immediately upon written notice to the other party, or (ii) until otherwise terminated pursuant to Section 10 of the Original Agreement. 2. The Company shall continue the term life insurance required by Section 4(b) of the Original Agreement until the termination of employment. 3. Section 12(f) of the Original Agreement is hereby amended to provide that the address of the Company is as set forth at the top of this letter. 4. The Company's obligation to make any payments pursuant to Section 10(d) of the Original Agreement, in the event of the termination by the Company of the Employee's employment without cause, shall be subject to the Employee's making himself reasonably available to and cooperating with the Company during any such payment period to assist with transition issues or in defending any claims asserted against the Company with respect to which the Employee has material knowledge or information. The Company shall cover reasonable out-of-pocket expenses incurred by the Employee pursuant to this paragraph in accordance with its customary reimbursement policies and practices. 5. For avoidance of doubt: The provisions of Sections 7 (Confidentiality), 8 (Non-Competition) and 9 (Remedies) shall survive the end of the Term and remain in full force and effect as provided in the Original Agreement, it being understood that the phrase "termination of this Agreement" or any similar phrase used in the aforesaid sections of the Original Agreement shall mean (i) the date of termination pursuant to paragraph 1 hereof or (ii) any termination date pursuant to termination in accordance with the provisions of Sections 10(a) through 10(f) of the Original Agreement. 6. The Original Agreement shall continue in full force and effect, except as amended herein. Kindly sign where indicated below to confirm your agreement with the forgoing and return the signed copy of this letter to me. Very truly yours, Clarus Corporation By: _______________________________ Nigel P. Ekern, Chief Administrative Officer Confirmed and Agreed: - ------------------------------- Warren B. 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