SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ CLARUS CORPORATION -------------------------------------------------------- (Exact name of registrant as specified in its charter) 3970 Johns Creek Court, Suite 100 DELAWARE Suwance, Georgia 30024 58-1972600 ---------------------------------- ---------------------------------------- --------------------------- (State or other jurisdiction (Address of principal executive offices) (I.R.S. Employer of incorporation or organization) Identification Number)
STOCK OPTION AGREEMENT BETWEEN CLARUS CORPORATION AND AN OFFICER OF CLARUS CORPORATION -------------------------------- (Full title of the plan) ----------------- Mr. Stephen P. Jeffery Chairman, President and Chief Executive Officer Clarus Corporation 3970 Johns Creek Court, Suite 100 Suwanee, Georgia 30024 (770) 291-3900 ------------------------------ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share(1) price(1) fee(1) ------------------ ---------- ------------ ------------- --------------- Common Stock, $.0001 par value 150,000 $7.44 $1,116,000 $279 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) and based on the option price under the terms of the option agreement between the Company and the Chief Operating Officer of the Company, which is the subject of this Registration Statement. _______________ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ------ --------------------------------------- The following documents filed by Clarus Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Commission on March 21, 2001; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001 and June 30, 2001, filed with the Commission on May 15, 2001 and August 10, 2001, respectively; (c) The description of the Company's Common Stock, $.0001 par value, contained in the Company's Registration Statement on Form 8-A filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description; and (d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the date of the document referred to in (a), above. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. Description of Securities. ------ ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. ------ -------------------------------------- The legality of the securities offered hereby has been passed upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company. Members of the firm hold approximately 2,600 shares of Common Stock. Item 6. Indemnification of Directors and Officers. ------ ----------------------------------------- The Restated Bylaws of the Company (the "Restated Bylaws") and the Restated Certificate of Incorporation (the "Restated Certificate") of the Company provide that the directors and officers of the Company shall be indemnified by the Company to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with service for or on behalf of the Company. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers and controlling persons of the Company pursuant to the Restated Bylaws, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. The Company has obtained insurance which insures the directors and officers of the Company against certain losses and which insures the Company against certain of its obligations to indemnify such directors and officers. In addition, the Restated Certificate of the Company provides that the directors of the Company will not be personally liable for monetary damages to the Company for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to the Company or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from their action as directors. Such limitations of personal liability under the Delaware Business Corporation law do not apply to liabilities arising out of certain violations of the federal securities laws. While non-monetary relief such as injunctive relief, specific performance II-1 and other equitable remedies may be available to the Company, such relief may be difficult to obtain or, if obtained, may not adequately compensate the Company for its damages. Item 7. Exemption from Registration Claimed. ------ ----------------------------------- Not applicable. Item 8. Exhibits. ------ -------- The following exhibits are filed as a part of this Registration Statement: Number Description ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of the Company, which is incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (File No. 333-46685). 4.2 Amendment to Amended and Restated Certificate of Incorporation of the Company, which is incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed with the Commission on August 14, 2000. 4.3 Amended and Restated Bylaws of the Company, which are incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form S-1 (File No. 333-46685). 5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the Common Stock being registered. 23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is contained in its opinion filed as Exhibit 5. 23.2 Consent of KPMG LLP. 23.3 Consent of Arthur Andersen LLP. 24 Power of Attorney (included in the signature page to this Registration Statement). 99 Stock Option Agreement dated August 15, 2001 between the Company and Sean Feeney, Chief Operating Officer of the Company. Item 9. Undertakings. ------ ------------ (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; II-2 provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if -------- ------- the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Clarus Corporation (the "Company") certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee, State of Georgia, on this 18th day of October, 2001. CLARUS CORPORATION By: /s/ Stephen P. Jeffery ------------------------------------------ Stephen P. Jeffery Chairman, Chief Executive Officer and President POWER OF ATTORNEY Each of the undersigned, being a director and/or officer of Clarus Corporation (the "Company"), hereby nominates, constitutes and appoints Stephen P. Jeffery and James J. McDevitt, or any one of them severally, to be his true and lawful attorney-in-fact and agent and to sign in his name and on his behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the "Commission"), a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance of certain shares of the common stock, $.0001 par value, of the Company (the "Common Stock") in connection with a certain stock option agreement between the Company and the Chief Operating Officer of the Company, and to file any and all amendments, including post-effective amendments, to the Registration Statement, making such changes in the Registration Statement as such attorney-in-fact and agent deems appropriate, and generally to do all such things on his behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Commission. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Stephen P. Jeffery Chairman, Chief Executive Officer, President and October 18, 2001 -------------------------------------- Director (Principal Executive Officer) Stephen P. Jeffery /s/ James J. McDevitt Chief Financial Officer (Principal Financial and October 18, 2001 -------------------------------------- Accounting Officer) James J. McDevitt /s/ Donald L. House Director October 18, 2001 -------------------------------------- Donald L. House /s/ Said Mohammadioun Director October 18, 2001 -------------------------------------- Said Mohammadioun /s/ Mark A. Johnson Director October 18, 2001 -------------------------------------- Mark A. Johnson /s/ Brady L. Rackley, III Director October 18, 2001 -------------------------------------- Brady L. Rackley, III
II-4 EXHIBIT INDEX to Registration Statement on Form S-8 of Clarus Corporation Number Description ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of the Company, which is incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1 (File No. 333- 46685). 4.2 Amendment to Amended and Restated Certificate of Incorporation of the Company, which is incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed with the Commission on August 14, 2000. 4.3 Amended and Restated Bylaws of the Company, which are incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form S-1 (File No. 333-46685). 5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the Common Stock being registered. 23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is contained in its opinion filed as Exhibit 5. 23.2 Consent of KPMG LLP. 23.3 Consent of Arthur Andersen LLP. 24 Power of Attorney (included in the signature page to this Registration Statement). 99 Stock Option Agreement dated August 15, 2001 between the Company and Sean Feeney, Chief Operating Officer of the Company.