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, 2001 [-] 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 Statements of Net Assets Available for Plan Benefits - December 31, 2001 and 2000 4 Statements of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2001 and 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 Statements of Net Assets Available for Plan Benefits - December 31, 2001 and 2000 9 Statements of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2001 and 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 statements of net assets available for plan benefits of the Clarus Corporation Employee Stock Purchase Plan (the "Plan") as of December 31, 2001 and 2000 and the related statements of changes in net assets available for plan benefits for the year ended December 31, 2001 and 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 audits provide 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, 2001 and 2000 and the changes in net assets available for plan benefits for the year ended December 31, 2001 and 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 March 1, 2002 3 Clarus Corporation Employee Stock Purchase Plan Statements of Net Assets Available for Plan Benefits December 31, 2001 and 2000
2001 2000 ---- ---- ASSETS: Participants' payroll deductions receivable from Clarus Corporation (note 1) $38,398 $258,802 LIABILITIES: Withdrawals payable to participants (note 1) 8,345 155,095 ------- -------- Net assets available for plan benefits $30,053 $103,707 ======= =========
See accompanying notes to financial statements. 4 Clarus Corporation Employee Stock Purchase Plan Statements of Changes in Net Assets Available for Plan Benefits For the year ended December 31, 2001 and the period from June 13, 2000 (inception) to December 31, 2000 2001 2000 ---- ---- Participants' contribution, net $185,812 $103,707 Contributions used for stock purchases (259,466) - --------- -------- Net change in net assets available for plan benefits (73,654) 103,707 Net assets available for plan benefits, beginning of period 103,707 - --------- -------- Net assets available for plan benefits, end of period $ 30,053 $103,707 ========= ======== See accompanying notes to financial statements. 5 Clarus Corporation Employee Stock Purchase Plan Notes to Financial Statements December 31, 2001 and 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. There were 17 participants in the Plan at December 31, 2001 and 69 participants in the Plan in December 31, 2000. Effective January 1, 2001 the plan was amended and the $12,500 purchase period limitation is no longer a provision of the Plan. 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 price at the beginning of the six month period or 85% of the price at the end of the six month period. The Plan allows a participant to withdraw all but not less than all payroll deductions and shares credited to their account during a purchase period at any time prior to the applicable purchase date by giving written notice to the Company. The Plan was amended effective August 29, 2001 to require that a withdrawal must be made at least five business days prior to the purchase date. No other changes, including increasing or decreasing the amount of payroll deductions, may be made during the purchase period. 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. As of December 31, 2000, no shares had been purchased under the plan. In January 2001, 17,486 shares were purchased for the period from June 13, 2000 (inception) to the year ended December 31, 2000. In July 2001, 30,214 shares were purchased for the period ending June 30, 2001. During 2002, $30,006 was used to purchase 5,740 shares of common stock and $8,345 was refunded to Participants. The amount refunded was the amount due to each Participant who made contributions during 2001 and subsequently withdrew from the plan. The remaining $47 of Participants' contributions was carried forward to be used to purchase shares during 2002. 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. 6 Clarus Corporation Employee Stock Purchase Plan Notes to Financial Statements December 31, 2001 and 2000 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. 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 statements of net assets available for plan benefits of the Global Employee Stock Purchase Plan of Clarus Corporation (the "Global Plan") as of December 31, 2001 and 2000 and the related statements of changes in net assets available for plan benefits for the year ended December 31, 2001 and 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 audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits 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 audits provide 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, 2001 and 2000 and the changes in net assets available for plan benefits for the year ended December 31, 2001 and 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 March 1, 2002 8 Global Employee Stock Purchase Plan of Clarus Corporation Statements of Net Assets Available for Plan Benefits December 31, 2001 and 2000
2001 2000 ---- ---- ASSETS: Participants' payroll deductions receivable from Clarus Corporation (note 1) $ 28,410 $ 4,164 LIABILITIES: Withdrawals payable to participants (note 1) 9,806 144 -------- ------- Net assets available for plan benefits $ 18,604 $ 4,020 ======== =======
See accompanying notes to financial statements. 9 Global Employee Stock Purchase Plan of Clarus Corporation Statements of Changes in Net Assets Available for Plan Benefits For the year ended December 31, 2001 and the period from July 1, 2000 (inception) to December 31, 2000
2001 2000 ---- ---- Participants' contributions, net $ 54,930 $ 38,744 Contributions used for stock purchases (40,346) (34,724) -------- -------- Net change in net assets available for plan benefits 14,584 4,020 Net asset available for plan benefits, beginning of period 4,020 - -------- --------- Net assets available for plan benefits, end of period $ 18,604 $ 4,020 ======== =========
See accompanying notes to financial statements. 10 Global Employee Stock Purchase Plan of Clarus Corporation Notes to Financial Statements December 31, 2001 and 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. There were 7 participants in the Plan at December 31, 2001 and 20 participants in the Plan at December 31, 2000. Effective January 1, 2001, the plan was amended and the $12,500 purchase period limitation is no longer a provision of the Plan. 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 85% of the price at the beginning of the six month period or 85% of the price at the end of the six month period. The Plan allows a participant to withdraw all but not less than all payroll deductions and shares credited to their account during a purchase period at any time prior to the applicable purchase date by giving written notice to the Company. The Plan was amended effective August 29, 2001 to require that a withdrawal must be made at least five business days prior to the purchase date. No other changes, including increasing or decreasing the amount of payroll deductions, may be made during the purchase period. 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 through December 31, 2000, 3,883 shares of common stock were purchased under the Global Plan. In January 2001, 674 additional shares were purchased for the period ended December 31, 2000. In July 2001, 7,046 shares were purchased for the period ending June 30, 2001 under the Global plan. During 2002, $18,584 was used to purchase 3,555 shares of common stock and $9,806 was refunded to Participants. The amount refunded was the amount due to each Participant who made contributions during 2001 and subsequently withdrew from the plan. The remaining $20 of Participants' contributions was carried forward to be used to purchase shares during 2002. 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. 11 Global Employee Stock Purchase Plan of Clarus Corporation Notes to Financial Statements December 31, 2001 and 2000 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. 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: March 27, 2002 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 14