-----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, O1tri29hmzFvS6bqldJAlJwRJ3EOH21ZKMbfb1H4XO+Y542Reuy/98TX8lgB8Tc8 DG6ZiGgckCS/0ODcBzL8wg== 0001144204-10-031515.txt : 20100602 0001144204-10-031515.hdr.sgml : 20100602 20100602183941 ACCESSION NUMBER: 0001144204-10-031515 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100528 FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100602 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 2084 EAST 3900 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84124 BUSINESS PHONE: 801-278-5552 MAIL ADDRESS: STREET 1: 2084 EAST 3900 SOUTH CITY: SALT LAKE CITY STATE: UT ZIP: 84124 FORMER COMPANY: FORMER CONFORMED NAME: SQL FINANCIALS INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19980911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KANDERS WARREN B CENTRAL INDEX KEY: 0000935577 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24277 FILM NUMBER: 10874060 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD, STATE: CT ZIP: 06901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KANDERS GMP HOLDINGS LLC CENTRAL INDEX KEY: 0001492722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24277 FILM NUMBER: 10874059 BUSINESS ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203 552 9600 MAIL ADDRESS: STREET 1: ONE LANDMARK SQUARE STREET 2: 22ND FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 4 1 v186618_ex.xml X0303 4 2010-05-28 0 0000913277 CLARUS CORP CLRS.PK 0000935577 KANDERS WARREN B C/O KANDERS & COMPANY, INC. ONE LANDMARK SQUARE, 22ND FLOOR STAMFORD CT 06901 1 1 1 0 Executive Chairman 0001492722 KANDERS GMP HOLDINGS LLC ONE LANDMARK SQUARE 22ND FLOOR STAMFORD CT 06901 0 0 1 0 Common Stock, par value $0.0001 per share 2010-05-28 4 A 0 500000 0 A 3713977 D Common Stock, par value $0.0001 per share 2010-05-28 4 A 0 2419490 A 2419490 I Kanders GMP Holdings, LLC Common Stock, par value $0.0001 per share 13900 I As UTTMA custodian for children Common Stock, par value $0.0001 per share 100000 I By Spouse Stock Options (Right to Buy) 7.50 2010-05-28 4 D 0 400000 0 A 2012-12-20 Common Stock 400000 0 D Stock Options (Right to Buy) 7.50 2010-05-28 4 A 0 400000 0 A 2020-05-31 Common Stock 400000 400000 D Stock Options (Right to Buy) 10.00 2010-05-28 4 D 0 400000 0 A 2012-12-20 Common Stock 400000 0 D Stock Options (Right to Buy) 10.00 2010-05-28 4 A 0 400000 0 A 2020-05-31 Common Stock 400000 400000 D Comprised of seven-year restricted stock award granted under the Issuer's 2005 Stock Incentive Plan (the "2005 Plan") of which (i) 250,000 restricted shares will vest and become nonforfeitable on the date the closing price of the Issuer's common stock shall have equalled or exceeded $10.00 per share for 20 consecutive trading days; and (ii) 250,000 restricted shares shall vest and become nonforfeitable on the date the closing price of the Issuer's common stock shall have equalled or exceeded $12.00 per share for 20 consecutive trading days. Includes the acceleration of vesting on May 28, 2010, of 500,000 shares of restricted common stock that had been previously awarded to the Reporting Person pursuant to a restricted stock agreement dated April 11, 2003. Does not include the 250,000 shares of restricted common stock which the Issuer's Board of Directors have determined to grant on January 2, 2011, under the Issuer's 2005 Plan if the Reporting Person is an employee and/or a director of the Issuer or any of its subsidiaries on January 2, 2011, which shall vest on the date the closing price of the Issuer's Common Stock shall have equalled or exceeded the lesser of three times the closing price of the Issuer's Common Stock on January 2, 2011, or $14.00 per share, in each case for 20 consecutive trading days. Portion of merger consideration received pursuant to agreement and plan of merger (the "Merger Agreement") dated May 7, 2010, between the Issuer, Everest/Sapphire Acquisition, LLC, Everest Merger I Corp., Everest Merger II, LLC, Gregory Mountain Products, Inc. ("GMP"), Kanders GMP Holdings, LLC ("KGH") of which the Reporting Person is the sole member, and Schiller Gregory Investment Company, LLC, in exchange for 55.2 shares of GMP common stock owned by KGH. In accordance with the Merger Agreement, the Issuer common stock received by KGH was valued at $6 per share. The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The reported transactions are comprised of the amendment of non-plan stock options originally granted on December 23, 2002, to extend the expiration date of such options from December 20, 2012 to May 31, 2020, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. /s/ Warren B. Kanders 2010-06-02 KANDERS GMP HOLDINGS, LLC, By: /s/ Warren B. Kanders, Managing Member 2010-06-02 -----END PRIVACY-ENHANCED MESSAGE-----