SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-24277 Full title of the plan and the address of the plan: Clarus Corporation Employee Stock Purchase Plan Global Employee Stock Purchase Plan of Clarus Corporation 3970 Johns Creek Court Suite 100 Suwanee, Georgia 30024 Name of issuer of the securities held pursuant to the plan and address of its principal executive office: Clarus Corporation 3970 Johns Creek Court Suite 100 Suwanee, Georgia 30024 TABLE OF CONTENTS
PAGE Clarus Corporation Employee Stock Purchase Plan: Independent Auditors' Report 3 Statement of Net Assets Available for Plan Benefits - December 31, 2000 4 Statement of Changes in Net Assets Available for Plan Benefits for the period from June 13, 2000 (inception) to December 31, 2000 5 Notes to Financial Statements 6 Global Employee Stock Purchase Plan of Clarus Corporation Independent Auditors' Report 8 Statement of Net Assets Available for Plan Benefits - December 31, 2000 9 Statement of Changes in Net Assets Available for Plan Benefits for the period from July 1, 2000 (inception) to December 31, 2000 10 Notes to Financial Statements 11 Signatures 13 Exhibit Index 14
2 Independent Auditors' Report The Compensation Committee of the Board of Directors of Clarus Corporation We have audited the accompanying statement of net assets available for plan benefits of the Clarus Corporation Employee Stock Purchase Plan (the "Plan") as of December 31, 2000 and the related statement of changes in net assets available for plan benefits for the period from June 13, 2000 (inception) to December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Clarus Corporation Employee Stock Purchase Plan as of December 31, 2000 and the statement of changes in net assets available for plan benefits for the period from June 13, 2000 (inception) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Atlanta, Georgia April 6, 2001 3 Clarus Corporation Employee Stock Purchase Plan Statement of Net Assets Available for Plan Benefits December 31, 2000
ASSETS: Participants' payroll deductions receivable from Clarus Corporation (note 1) $258,802 LIABILITIES: Excess contributions payable to participants (note 1) 155,095 -------- Net assets available for plan benefits $103,707 ========
See accompanying notes to financial statements. 4 Clarus Corporation Employee Stock Purchase Plan Statement of Changes in Net Assets Available for Plan Benefits For the period from June 13, 2000 (inception) to December 31, 2000
Net assets available for plan benefits, beginning of period $ - Participants' contributions, net 103,707 Contributions used for stock purchases - -------- Net assets available for plan benefits, end of period $103,707 ========
See accompanying notes to financial statements. 5 Clarus Corporation Employee Stock Purchase Plan Notes to Financial Statements December 31, 2000 1. Description of the Plan The following description of the Clarus Corporation Employee Stock Purchase Plan (the "Plan") provides general information only. Participants should refer to the Plan documents for more complete information. The purpose of the Plan is to encourage and assist employees of Clarus Corporation and its subsidiaries (the "Company"), by giving them the opportunity to acquire an equity interest in the Company through the purchase of shares of the Company's common stock at a discount. Generally, eligible employees, as defined in the Plan documents, may elect to have up to 15 percent of their annual salary, up to a maximum of $12,500 per six month purchase period, withheld to purchase the Company's common stock at 85 percent of the market price. Each eligible employee who elects to participate in the Plan is deemed to be granted the option at the beginning of each six month period to purchase shares of newly issued common stock of the Company through regular payroll deductions during the period beginning on the first day of each six month period and ending on the final day of the six month period. The market price used to calculate the purchase price is the lower of 85% of the market price at the beginning of the six month period and 85% of the market price at the end of the six month period. The total number of shares eligible for purchase in the first six month period was determined and limited to the market price of the Company's stock on July 31, 2000 divided into the maximum contribution of $12,500 or 337 shares per Participant. No interest will accrue or be payable with respect to any of the payroll deductions of a Participant in the Plan. All employee payroll deductions withheld by the Company under the Plan may be commingled with the general funds and assets of the Company and used by the Company for any corporate purpose. The Plan was adopted by the Company in June, 2000. A maximum of 750,000 shares of common stock may be purchased under the Plan. For the period from June 13, 2000 (inception) to December 31, 2000, no shares of common stock were purchased under the Plan. The aggregate amount of Participants' contributions for the period ending December 31, 2000 was $258,802. During 2001, $103,577 was used to purchase 17,486 shares of common stock and $155,095 was refunded to Participants. The amount refunded was the amount of each Participant's contribution in excess of the total number of shares eligible for purchase and the purchase price per share or a maximum of $1,996 per participant. The remaining $130 of Participants' contributions was carried forward to be used to purchase shares during 2001. 2. Accounting Policy The accompanying financial statements have been prepared on the accrual basis of accounting. 3. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the amounts reported as assets, liabilities, and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 4. Administrative Expenses of the Plan All administrative expenses of the Plan are paid by the Company. Any brokerage fees for the purchase of shares on behalf of the Plan participants are paid by the Company, but brokerage fees for the resale of shares by participants are paid by the participants. 6 Clarus Corporation Employee Stock Purchase Plan Notes to Financial Statements December 31, 2000 5. Federal Income Tax The Plan is intended to comply under section 423 of the Internal Revenue Code of 1986, as amended. Under existing federal income tax laws, the Plan is not subject to federal income tax. However, when any shares of stock purchased through the Plan are sold by a participant, income taxes on any gain or loss must be recognized by that participant. 6. Plan Termination Although, it has not expressed any intent to do so, the Company has the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by the participant prior to the date of such amendment or termination. 7 Independent Auditors' Report The Compensation Committee of the Board of Directors of Clarus Corporation We have audited the accompanying statement of net assets available for plan benefits of the Global Employee Stock Purchase Plan of Clarus Corporation (the "Global Plan") as of December 31, 2000 and the related statement of changes in net assets available for plan benefits for the period from July 1, 2000 (inception) to December 31, 2000. These financial statements are the responsibility of the Global Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Global Plan's management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Global Employee Stock Purchase Plan of Clarus Corporation as of December 31, 2000 and the statement of changes in net assets available for plan benefits for the period from July 1, 2000 (inception) to December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Atlanta, Georgia April 6, 2001 8 Global Employee Stock Purchase Plan of Clarus Corporation Statement of Net Assets Available for Plan Benefits December 31, 2000
ASSETS: Participants' payroll deductions receivable from Clarus Corporation (note 1) $4,164 LIABILITIES: Excess contributions payable to participants (note 1) 144 ------ Net assets available for plan benefits $4,020 ======
See accompanying notes to financial statements. 9 Global Employee Stock Purchase Plan of Clarus Corporation Statement of Changes in Net Assets Available for Plan Benefits For the period from July 1, 2000 (inception) to December 31, 2000
Net assets available for plan benefits, beginning of period $ - Participants' contributions, net 38,744 Contributions used for stock purchases (34,724) -------- Net assets available for plan benefits, end of period $ 4,020 ========
See accompanying notes to financial statements. 10 Global Employee Stock Purchase Plan of Clarus Corporation Notes to Financial Statements December 31, 2000 1. Description of the Plan The following description of the Global Employee Stock Purchase Plan of Clarus Corporation (the "Global Plan") provides general information only. Participants should refer to the Global Plan documents for more complete information. The purpose of the Global Plan is to provide a means for non-U.S. resident employees and other employees whose participation in the Clarus Corporation Employee Stock Purchase Plan is impractical or impermissible due to the constraints of local law or otherwise to acquire shares of the Clarus Corporation and its subsidiaries (the "Company") common stock at a discount. Generally, eligible employees, as defined in the Global Plan documents, may elect to have up to 15 percent of their annual salary, up to a maximum of $12,500 per six month purchase period, withheld to purchase the Company's common stock at 85 percent of the market price. Each eligible employee who elects to participate in the Global Plan is deemed to be granted the option at the beginning of each six month period to purchase shares of newly issued common stock of the Company through regular payroll deductions during the period beginning on the first day of each six month period and ending on the final day of the six month period. The market price used to calculate the purchase price is the lower of the price at the beginning of the six month period and the price at the end of the six month period. The total number of shares eligible for purchase in the first six month period was determined and limited to the market price of the Company's stock on July 31, 2000 divided into the maximum contribution of $12,500 or 337 shares per Participant. No interest will accrue or be payable with respect to any of the payroll deductions of a Participant in the Global Plan. All employee payroll deductions withheld by the Company under the Global Plan may be commingled with the general funds and assets of the Company and used by the Company for any corporate purpose. The Global Plan was adopted by the Company in July, 2000. A maximum of 250,000 shares of common stock may be purchased under the Global Plan. For the period from July 1, 2000 (inception) to December 31, 2000, 3,883 shares of common stock were purchased under the Global Plan. The aggregate amount of Participants' contributions for the period ending December 31, 2000 was $4,164. During 2001, $3,992 was used to purchase 674 shares of common stock and $144 was refunded to Participants. The amount refunded was the amount of each Participant's contribution in excess of the total number of shares eligible for purchase and the purchase price per share or a maximum of $1,996 per participant. The remaining $28 of Participants' contributions was carried forward to be used to purchase shares during 2001. 2. Accounting Policy The accompanying financial statements have been prepared on the accrual basis of accounting. 3. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the amounts reported as assets, liabilities, and changes therein, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 4. Administrative Expenses of the Global Plan All administrative expenses of the Global Plan are paid by the Company. Any brokerage fees for the purchase of shares on behalf of the Global Plan participants are paid by the Company, but brokerage fees for the resale of shares by participants are paid by the participants. 11 Global Employee Stock Purchase Plan of Clarus Corporation Notes to Financial Statements December 31, 2000 5. Federal Income Tax The Global Plan is not intended to comply under section 423 of the Internal Revenue Code of 1986, as amended. The Global Plan is principally designed to provide a means for non-U.S. resident employees and other employees whose participation in the Clarus Corporation Employee Stock Purchase Plan is impractical or impermissible due to the constraints of local law or otherwise to acquire shares of the Company's common stock. 6. Plan Termination Although, it has not expressed any intent to do so, the Company has the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by the participant prior to the date of such amendment or termination. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plans' Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Clarus Corporation Employee Stock Purchase Plan Global Employee Stock Purchase Plan of Clarus Corporation By: /s/ Stephen P. Jeffery Chief Executive Officer - ---------------------- Stephen P. Jeffery /s/ James J. McDevitt Chief Financial Officer - --------------------- James J. McDevitt Dated: April 13, 2001 13 EXHIBIT INDEX Exhibit Number - ------ 23.1 Consent of KPMG LLP - Clarus Corporation Employee Stock Purchase Plan 23.2 Consent of KPMG LLP - Global Employee Stock Purchase Plan of Clarus Corporation