Delaware
|
58-1972600
|
(State
of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
PAGE
|
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47
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50
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53
|
- |
On
May 26, 1998, we completed an initial public offering of our common
stock
in which we sold 2.5 million shares of common stock at $10.00 per
share,
resulting in net proceeds to us of approximately $22.0 million.
|
- |
On
October 18, 1999, we sold substantially all of the assets of our
financial
and human resources software ("ERP") business to Geac Computer Systems,
Inc. and Geac Canada Limited. In this sale, we received approximately
$13.9 million.
|
- |
On
March 10, 2000, we sold 2,243,000 shares of common stock in a secondary
public offering at $115.00 per share resulting in net proceeds to
us of
approximately $244.4 million.
|
• |
rules
and regulations or currency conversion or corporate withholding taxes
on
individuals;
|
• |
tariffs
and trade barriers;
|
• |
regulations
related to customs and import/export matters;
|
• |
longer
payment cycles;
|
• |
tax
issues, such as tax law changes and variations in tax laws as compared
to
the United States;
|
• |
currency
fluctuations and exchange controls;
|
• |
challenges
in collecting accounts receivable;
|
• |
cultural
and language differences;
|
• |
employment
regulations;
|
• |
crime,
strikes, riots, civil disturbances, terrorist attacks and wars; and
|
• |
deterioration
of political relations with the United States.
|
High
|
Low
|
||||||
Calendar
Year 2008
|
|||||||
First
Quarter (through March 3, 2008)
|
$
|
6.40
|
$
|
5.60
|
|||
Year
ended December 31, 2007
|
|||||||
First
Quarter
|
$
|
8.20
|
$
|
7.05
|
|||
Second
Quarter
|
$
|
9.80
|
$
|
8.05
|
|||
Third
Quarter
|
$
|
9.85
|
$
|
6.75
|
|||
Fourth
Quarter
|
$
|
7.30
|
$
|
5.73
|
|||
Year
ended December 31, 2006
|
|||||||
First
Quarter
|
$
|
8.45
|
$
|
6.90
|
|||
Second
Quarter
|
$
|
7.19
|
$
|
6.30
|
|||
Third
Quarter
|
$
|
7.34
|
$
|
6.40
|
|||
Fourth
Quarter
|
$
|
7.50
|
$
|
6.70
|
|||
|
|
12/31/02
|
|
12/31/03
|
|
12/31/04
|
|
12/31/05
|
|
12/31/06
|
|
12/31/07
|
CLARUS
CORPORATION
|
|
$100.00
|
|
$129.89
|
|
$160.14
|
|
$148.58
|
|
$125.44
|
|
$104.98
|
NASDAQ
NATIONAL MARKET COMPOSITE
|
|
$100.00
|
|
$150.01
|
|
$162.89
|
|
$165.14
|
|
$180.85
|
|
$135.99
|
THE
RUSSELL 2000 INDEX
|
|
$100.00
|
|
$145.37
|
|
$170.08
|
|
$175.73
|
|
$205.61
|
|
$199.96
|
Plan
Category
|
(A)
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
|
(B)
Weighted-average
exercise price of outstanding options, warrants and rights
|
(C)
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(A))Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||
Equity
compensation plans approved by security holders (1)
|
1,248,750
|
$
|
5.98
|
3,771,847
|
||||||
Equity
compensation plans not approved by security holders (2) (3)
(4)
|
1,100,000
|
$
|
7.83
|
—
|
||||||
Total
|
2,348,750
|
$
|
6.84
|
3,771,847
|
||||||
(1) |
Consists
of stock options and restricted stock awards issued under the Amended
and
Restated Stock Incentive Plan of Clarus Corporation (the “2000 Plan”).
Also consists of stock options issued and issuable under the 2005
Clarus
Corporation Stock Incentive Plan (the “2005 Plan”).
|
(2) |
Includes
options granted to the Company’s Executive Chairman, Warren B. Kanders to
purchase 400,000 shares of common stock, having an exercise price
of $7.50
per share.
|
(3) |
Includes
options granted to the Company’s Executive Chairman, Warren B. Kanders to
purchase 400,000 shares of common stock, having an exercise price
of
$10.00 per share.
|
(4) |
Includes
300,000 shares of restricted stock granted to the Company’s Executive
Chairman, Warren B. Kanders, having voting, dividend, distribution
and
other rights, which shall vest and become nonforfeitable if Mr. Kanders
is
an employee and/or a director of the Company or a subsidiary or affiliate
of the Company on the earlier of (i) the date the closing price of
the
Company’s common stock equals or exceeds $15.00 per share for each of the
trading days during a ninety consecutive day period, or (ii) April
11,
2013, subject to acceleration in certain
circumstances.
|
Years
ended December 31,
|
||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
Statement
of Operations Data:
|
||||||||||||||||
Revenues:
|
||||||||||||||||
License
fees
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
1,106
|
$
|
—
|
||||||
Service
fees
|
—
|
—
|
—
|
—
|
130
|
|||||||||||
Total
Revenues
|
—
|
—
|
—
|
1,106
|
130
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
General
and administrative
|
3,767
|
3,530
|
3,504
|
3,395
|
4,986
|
|||||||||||
Provision
for doubtful accounts
|
—
|
—
|
—
|
—
|
18
|
|||||||||||
Transaction
expense
|
(13
|
)
|
1,431
|
(59
|
)
|
1,636
|
—
|
|||||||||
Loss
on sale or disposal of assets
|
—
|
—
|
—
|
—
|
36
|
|||||||||||
Depreciation
|
359
|
346
|
334
|
186
|
762
|
|||||||||||
Total
Operating Expenses
|
4,113
|
5,307
|
3,779
|
5,217
|
5,802
|
|||||||||||
Operating
Loss
|
(4,113
|
)
|
(5,307
|
)
|
(3,779
|
)
|
(4,111
|
)
|
(5,672
|
)
|
||||||
Other
income (expense)
|
(6
|
)
|
—
|
(2
|
)
|
19
|
169
|
|||||||||
Interest
income
|
4,239
|
4,016
|
2,490
|
1,203
|
1,238
|
|||||||||||
Interest
expense
|
—
|
—
|
—
|
—
|
(66
|
)
|
||||||||||
Net
Income (Loss) Before Income Tax
|
$
|
120
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
$
|
(2,889
|
)
|
$
|
(4,331
|
)
|
||
Income
tax
|
3
|
—
|
—
|
—
|
—
|
|||||||||||
Net
Income (Loss)
|
$
|
117
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
$
|
(2,889
|
)
|
$
|
(4,331
|
)
|
||
Income
(Loss) Per Share
|
||||||||||||||||
Basic
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
$
|
(0.18
|
)
|
$
|
(0.27
|
)
|
||
Diluted
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
$
|
(0.18
|
)
|
$
|
(0.27
|
)
|
||
Weighted
Average Common Shares Outstanding
|
||||||||||||||||
Basic
|
16,658
|
16,613
|
16,329
|
16,092
|
15,905
|
|||||||||||
Diluted
|
17,051
|
16,613
|
16,329
|
16,092
|
15,905
|
Balance
Sheet Data:
|
As
of December 31,
|
|||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||
Cash
and cash equivalents
|
$
|
41,886
|
$
|
1,731
|
$
|
23,270
|
$
|
48,377
|
$
|
15,045
|
||||||
Marketable
securities
|
$
|
45,223
|
$
|
82,634
|
$
|
61,601
|
$
|
35,119
|
$
|
73,685
|
||||||
Total
assets
|
$
|
88,680
|
$
|
86,673
|
$
|
88,278
|
$
|
86,437
|
$
|
89,445
|
||||||
Total
stockholders' equity
|
$
|
87,719
|
$
|
85,716
|
$
|
86,609
|
$
|
84,854
|
$
|
86,819
|
- |
The
Company accounts for its marketable securities under the provisions
of
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Pursuant
to the
provisions of SFAS No. 115, the Company has classified its marketable
securities as available-for-sale. Available-for-sale securities have
been
recorded at fair value and
related unrealized gains and losses have been excluded from earnings
and
are reported as a separate component of accumulated other comprehensive
income (loss) until realized.
|
- |
The
Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109").
Under the asset and liability method specified thereunder, deferred
taxes
are determined based on the difference between the financial reporting
and
tax bases of assets and liabilities. Deferred tax liabilities are
offset
by deferred tax assets relating to net operating loss carryforwards,
tax
credit carryforwards and deductible temporary differences. Recognition
of
deferred tax assets is based on management’s belief that it is more likely
than not that the tax benefit associated with temporary differences
and
operating and capital loss carryforwards will be utilized. A valuation
allowance is recorded for those deferred tax assets for which it
is more
likely than not that the realization will not
occur.
|
- |
On
January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), “Share-Based Payments” (“SFAS 123R”),
requiring recognition of expense related to the fair value of stock
option
awards. The Company recognizes the cost of the share-based awards
on a
straight-line basis over the requisite service period of the award.
Prior
to January 1, 2006, the Company accounted for stock option plans
under the
recognition and measurement provisions of Accounting Principles Board
Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and
related interpretations, as permitted by Statement of Financial Accounting
Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”).
Under SFAS 123R, compensation cost recognized during 2007 and 2006
would
include: (a) compensation cost for all share-based payments granted
prior
to, but not yet vested as of January 1, 2006, based on the grant
date fair
value estimated in accordance with the original provisions of SFAS
123,
and (b) compensation cost for all share-based payments granted subsequent
to January 1, 2006, based on the grant-date fair value estimated
in
accordance with the provisions of SFAS 123R.
|
- |
Through
2004, the Company had recognized revenue in connection with its prior
business from two primary sources, software licenses and services.
Revenue
from software licensing and services fees was recognized in accordance
with Statement of Position ("SOP") 97-2, "Software Revenue Recognition",
and SOP 98-9, "Software Revenue Recognition with Respect to Certain
Transactions" and related interpretations. The Company recognized
software
license revenue when: (1) persuasive evidence of an arrangement existed;
(2) delivery had occurred; (3) the fee was fixed or determinable;
and (4)
collectibility was probable.
|
Options
Vesting Period
|
1
year
|
4
years
|
|||||
Dividend
Yield
|
0.00
|
%
|
0.00
|
%
|
|||
Expected
volatility
|
31.8
|
%
|
40.9
|
%
|
|||
Risk-free
interest rate
|
3.54
|
%
|
3.80
|
%
|
|||
Expected
life
|
5.75
years
|
6.25
years
|
|||||
Weighted
average fair value
|
$
|
2.22
|
$
|
2.77
|
|||
Net
Operating Loss
|
Capital
Loss
|
||||||
Expiration
Dates
December
31
|
Amount
(000’s)
|
Amount
(000’s)
|
|||||
2007
|
$
|
—
|
$
|
0
|
|||
2008
|
—
|
1,599
|
|||||
2009
|
1,900
|
||||||
2010
|
7,417
|
||||||
2011
|
7,520
|
||||||
2012
|
5,157
|
||||||
2020
|
29,533
|
||||||
2021
|
50,430
|
||||||
2022
|
115,000
|
||||||
2023
|
5,712
|
||||||
2024
|
3,566
|
||||||
2025
|
1,707
|
||||||
2026
|
476
|
||||||
Total
|
228,418
|
1,599
|
|||||
Section
382 limitation
|
(5,363
|
)
|
—
|
||||
After
Limitations
|
$
|
223,055
|
$
|
1,599
|
|||
*Subject
to compliance with Section 382 of the Internal Revenue
Code.
|
Contractual
Obligations
|
||||||||||||||||
(in
thousands)
|
Payment
Due By Period
|
|||||||||||||||
|
Less
Than
|
More
Than
|
||||||||||||||
Total
|
1
Year
|
1-3
Years
|
3-5
Years
|
5
Years
|
||||||||||||
Operating
Leases
|
$
|
2,425
|
$
|
420
|
$
|
877
|
$
|
1,128
|
$
|
—
|
||||||
Total
|
$
|
2,425
|
$
|
420
|
$
|
877
|
$
|
1,128
|
$
|
—
|
2007
|
|||||||||||||
First
|
Second
|
Third
|
Fourth
|
||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Operating
loss
|
$
|
(
874
|
)
|
$
|
(
998
|
)
|
$
|
(1,050
|
)
|
$
|
(1,191
|
)
|
|
Net
income (loss) before taxes
|
$
|
202
|
$
|
81
|
$
|
36
|
$
|
(199
|
)
|
||||
Net
income (loss)
|
$
|
202
|
$
|
81
|
$
|
36
|
$
|
(202
|
)
|
||||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
0.01
|
$
|
0.00
|
$
|
0.00
|
$
|
(0.01
|
)
|
||||
Diluted
|
$
|
0.01
|
$
|
0.00
|
$
|
0.00
|
$
|
(0.01
|
)
|
||||
2006
|
|||||||||||||
First
|
Second
|
Third
|
Fourth
|
||||||||||
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Operating
loss
|
(2,249
|
)
|
(1,019
|
)
|
(961
|
)
|
(1,078
|
)
|
|||||
Net
income (loss)
|
$
|
(1,382
|
)
|
$
|
(24
|
)
|
$
|
99
|
$
|
16
|
|||
Net
income (loss) per share:
|
|||||||||||||
Basic
|
$
|
(0.08
|
)
|
$
|
(0.00
|
)
|
$
|
0.01
|
$
|
0.00
|
|||
Diluted
|
$
|
(0.08
|
)
|
$
|
(0.00
|
)
|
$
|
0.01
|
$
|
0.00
|
Page
|
|
25
|
|
26
|
|
27
|
|
28
|
|
30
|
|
31
|
ASSETS
|
|||||||
2007
|
2006
|
||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
41,886
|
$
|
1,731
|
|||
Marketable
securities
|
45,223
|
82,634
|
|||||
Interest
receivable
|
15
|
402
|
|||||
Prepaids
and other current assets
|
175
|
207
|
|||||
Total
current assets
|
87,299
|
84,974
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
1,381
|
1,699
|
|||||
Total
assets
|
$
|
88,680
|
$
|
86,673
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
618
|
$
|
680
|
|||
Total
current liabilities
|
618
|
680
|
|||||
|
|||||||
Deferred
rent
|
343
|
277
|
|||||
Total
liabilities
|
961
|
957
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note 9)
|
|||||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Preferred
stock, $.0001 par value; 5,000,000 shares authorized; none
issued
|
—
|
—
|
|||||
Common
stock, $.0001 par value; 100,000,000 shares authorized; 17,441,747
and
17,188,622 shares issued;
and 17,366,747 and 17,113,622 outstanding in 2007 and 2006, respectively |
2
|
2
|
|||||
Additional
paid-in capital
|
369,827
|
367,945
|
|||||
Accumulated
deficit
|
(282,121
|
)
|
(282,238
|
)
|
|||
Less
treasury stock, 75,000 shares at cost
|
(2
|
)
|
(2
|
)
|
|||
Accumulated
other comprehensive gain
|
13
|
9
|
|||||
Total
stockholders' equity
|
87,719 |
85,716
|
|||||
Total
liabilities and stockholders' equity
|
$
|
88,680
|
$
|
86,673
|
|||
2007
|
2006
|
2005
|
||||||||
REVENUES:
|
||||||||||
Total
revenues
|
—
|
—
|
—
|
|||||||
OPERATING
EXPENSES:
|
||||||||||
General
and administrative
|
3,767
|
3,530
|
3,504
|
|||||||
Transaction
expense
|
(13
|
)
|
1,431
|
(59
|
)
|
|||||
Depreciation
|
359
|
346
|
334
|
|||||||
Total
operating expenses
|
4,113
|
5,307
|
3,779
|
|||||||
OPERATING
LOSS
|
(4,113
|
)
|
(5,307
|
)
|
(3,779
|
)
|
||||
OTHER
EXPENSE
|
(6
|
)
|
—
|
(2
|
)
|
|||||
INTEREST
INCOME
|
4,239
|
4,016
|
2,490
|
|||||||
NET
INCOME (LOSS) BEFORE TAXES
|
120
|
(1,291
|
)
|
(1,291
|
)
|
|||||
INCOME
TAXES
|
3
|
—
|
—
|
|||||||
NET
INCOME (LOSS)
|
$
|
117
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
||
NET
INCOME (LOSS) PER SHARE
|
||||||||||
Basic
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
||
|
||||||||||
Diluted
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
||
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING
|
||||||||||
Basic
|
16,658
|
16,613
|
16,329
|
|||||||
Diluted
|
17,051
|
16,613
|
16,329
|
|||||||
Accumulated
|
||||||||||||||||||||||
Additional
|
Other
|
|||||||||||||||||||||
Common
Stock
|
Paid-In
|
Accumulated
|
Treasury
Stock
|
Comprehensive
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Shares
|
Amount
|
Income
(loss)
|
||||||||||||||||
BALANCES,
December 31, 2004
|
16,735
|
2
|
368,385
|
(279,656
|
)
|
(75
|
)
|
(2
|
)
|
(130
|
)
|
|||||||||||
Exercise
of stock options
|
448
|
—
|
2,594
|
—
|
—
|
—
|
—
|
|||||||||||||||
Issuance
of restricted shares, net of amortization
|
4
|
—
|
(275
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||
Net
loss
|
—
|
—
|
—
|
(1,291
|
)
|
—
|
—
|
—
|
||||||||||||||
Increase
in unrealized gain on marketable securities
|
—
|
—
|
—
|
—
|
—
|
—
|
42
|
|||||||||||||||
BALANCES,
December 31, 2005
|
17,187
|
2
|
370,704
|
(280,947
|
)
|
(75
|
)
|
(2
|
)
|
(88
|
)
|
|||||||||||
Exercise
of stock options
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
Issuance
of restricted shares, net of amortization
|
1
|
—
|
301
|
—
|
—
|
—
|
—
|
|||||||||||||||
Net
loss
|
—
|
—
|
—
|
(1,291
|
)
|
—
|
—
|
—
|
||||||||||||||
Reclassification
of deferred compensation upon adoption of SFAS No. 123R as of January
1,
2006
|
—
|
—
|
(3,060
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||
Increase
in unrealized gain on marketable securities
|
—
|
—
|
—
|
—
|
—
|
—
|
97
|
|||||||||||||||
BALANCES,
December 31, 2006
|
17,188
|
2
|
367,945
|
(282,238
|
)
|
(75
|
)
|
(2
|
)
|
9
|
||||||||||||
Exercise
of stock options
|
247
|
—
|
1,438
|
—
|
—
|
—
|
—
|
|||||||||||||||
Issuance
of restricted shares, net of amortization
|
7
|
—
|
444
|
—
|
—
|
—
|
—
|
|||||||||||||||
Net
income
|
—
|
—
|
—
|
117
|
—
|
—
|
—
|
|||||||||||||||
Increase
in unrealized gain on marketable securities
|
—
|
—
|
—
|
—
|
—
|
—
|
4
|
|||||||||||||||
BALANCES,
December 31, 2007
|
17,442
|
$
|
2
|
$
|
369,827
|
$
|
(282,121
|
)
|
(75
|
)
|
$
|
(2
|
)
|
$
|
13
|
|||||||
Total
|
||||||||||
Deferred
|
Stockholders'
|
Comprehensive
|
||||||||
Compensation
|
Equity
|
Loss
|
||||||||
BALANCES,
December 31, 2004
|
(3,745
|
)
|
84,854
|
—
|
||||||
Exercise
of stock options
|
—
|
2,594
|
—
|
|||||||
Issuance
of restricted shares, net of amortization
|
685
|
410
|
—
|
|||||||
Net
loss
|
—
|
(1,291
|
)
|
(1,291
|
)
|
|||||
Increase
in unrealized gain on marketable securities
|
—
|
42
|
42
|
|||||||
Total
comprehensive loss
|
|
|
$
|
(1,249
|
)
|
|||||
BALANCES,
December 31, 2005
|
(3,060
|
)
|
86,609
|
—
|
||||||
Exercise
of stock options
|
—
|
—
|
—
|
|||||||
Issuance
of restricted shares, net of amortization
|
—
|
301
|
—
|
|||||||
Net
loss
|
—
|
(1,291
|
)
|
(1,291
|
)
|
|||||
Reclassification
of deferred compensation upon the adoption of SFAS No. 123R as
of January
1, 2006
|
3,060
|
—
|
—
|
|||||||
Increase
in unrealized gain on marketable securities
|
—
|
97
|
97
|
|||||||
Total
comprehensive loss
|
$
|
(1,194
|
)
|
|||||||
BALANCES,
December 31, 2006
|
—
|
85,716
|
—
|
|||||||
Exercise
of stock options
|
—
|
1,438
|
—
|
|||||||
Issuance
of restricted shares, net of amortization
|
—
|
444
|
—
|
|||||||
Net
income
|
—
|
117
|
117
|
|||||||
Increase
in unrealized gain on marketable securities
|
—
|
4
|
4
|
|||||||
Total
comprehensive loss
|
$
|
(1,073
|
)
|
|||||||
BALANCES,
December 31, 2007
|
$
|
—
|
$
|
87,719
|
||||||
2007
|
2006
|
2005
|
||||||||
OPERATING
ACTIVITIES:
|
||||||||||
Net
income (loss)
|
$
|
117
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
||||||||||
Depreciation
of property and equipment
|
359
|
346
|
334
|
|||||||
Amortization
of (discount) and premium on securities, net
|
(2,929
|
)
|
(2,405
|
)
|
(669
|
)
|
||||
Amortization
of equity compensation plans
|
444
|
301
|
410
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Decrease/(increase)
in interest receivable, prepaids and other current assets
|
419
|
(154
|
)
|
77
|
||||||
Decrease/(increase)
in deposits and other long-term assets
|
—
|
956
|
(1
|
)
|
||||||
Decrease
in accounts payable and accrued liabilities
|
(62
|
)
|
(781
|
)
|
(731
|
)
|
||||
Increase
in deferred rent
|
66
|
69
|
93
|
|||||||
Net
cash used in operating activities
|
(1,586
|
)
|
(2,959
|
)
|
(1,778
|
)
|
||||
INVESTING
ACTIVITIES:
|
||||||||||
Purchase
of marketable securities
|
(150,803
|
)
|
(161,004
|
)
|
(93,887
|
)
|
||||
Proceeds
from the sale and maturity of marketable securities
|
191,147
|
142,473
|
68,116
|
|||||||
Purchase
of property and equipment
|
(48
|
)
|
(49
|
)
|
(17
|
)
|
||||
Disposal
of equipment
|
7
|
—
|
—
|
|||||||
Increase
in transaction expenses
|
—
|
—
|
(135
|
)
|
||||||
Net
cash provided by (used in) investing activities
|
40,303
|
(18,580
|
)
|
(25,923
|
)
|
|||||
FINANCING
ACTIVITIES:
|
||||||||||
Proceeds
from the exercise of stock options
|
1,438
|
—
|
2,594
|
|||||||
Net
cash provided by financing activities
|
1,438
|
—
|
2,594
|
|||||||
CHANGE
IN CASH AND CASH EQUIVALENTS
|
40,155
|
(21,539
|
)
|
(25,107
|
)
|
|||||
CASH
AND CASH EQUIVALENTS, beginning of year
|
1,731
|
23,270
|
48,377
|
|||||||
CASH
AND CASH EQUIVALENTS, end of year
|
$
|
41,886
|
$
|
1,731
|
$
|
23,270
|
||||
SUPPLEMENTAL
DISCLOSURE:
|
||||||||||
(Decrease)/increase
in transaction expenses included in accounts payable and accrued
liabilities
|
$
|
—
|
$
|
(778
|
)
|
$
|
778
|
|||
(Decrease)/increase
in transaction expenses included in other assets
|
$
|
—
|
$
|
(913
|
)
|
$
|
913
|
|||
Grant
of restricted stock
|
$
|
—
|
$
|
—
|
$
|
50
|
||||
Cash
paid for franchise and property taxes
|
$
|
456
|
$
|
540
|
$
|
684
|
||||
December
31,
|
Useful
Life
|
|||||||||
2007
|
2006
|
(in
years)
|
||||||||
Computers
and equipment
|
$
|
263
|
$
|
249
|
1
- 5
|
|||||
Furniture
and fixtures
|
488
|
488
|
7
|
|||||||
Leasehold
improvements
|
1,893
|
1,893
|
8
|
|||||||
2,644
|
2,630
|
|||||||||
Less:
accumulated depreciation
|
(1,263
|
)
|
(931
|
)
|
||||||
Property
and equipment, net
|
$
|
1,381
|
$
|
1,699
|
||||||
2007
|
2006
|
||||||
Accounts
payable
|
$
|
17
|
$
|
335
|
|||
Accrued
bonuses
|
220
|
30
|
|||||
Accrued
professional services
|
205
|
201
|
|||||
Accrued
taxes
|
120
|
98
|
|||||
Other
|
56
|
16
|
|||||
$
|
618
|
$
|
680
|
Options
Vesting Period
|
1
year
|
4
years
|
|||||
Dividend
Yield
|
0.00
|
%
|
0.00
|
%
|
|||
Expected
volatility
|
31.8
|
%
|
40.9
|
%
|
|||
Risk-free
interest rate
|
3.54
|
%
|
3.80
|
%
|
|||
Expected
life
|
5.75
years
|
6.25
years
|
|||||
Weighted
average fair value
|
$
|
2.22
|
$
|
2.77
|
|||
2005
|
||||
Net
loss, as reported
|
$
|
(1,291
|
)
|
|
Add
stock-based employee compensation expense included in reported
net loss
|
410
|
|||
Deduct
total stock-based employee compensation expense determined
under fair-value based method for all awards |
(3,467
|
)
|
||
Pro
forma net loss
|
$
|
(4,348
|
)
|
|
Earnings
per Share:
|
||||
Basic
- as reported
|
$
|
(0.08
|
)
|
|
Basic
- pro forma
|
$
|
(0.27
|
)
|
|
Diluted
- as reported
|
$
|
(0.08
|
)
|
|
Diluted
- pro forma
|
$
|
(0.27
|
)
|
|
2005
|
||||
Dividend
yield
|
0
|
%
|
||
Expected
volatility
|
57
|
%
|
||
Risk-free
interest rate
|
4.31
|
%
|
||
Expected
life
|
Four
years
|
|||
2007
|
2006
|
2005
|
||||||||
Weighted
average common shares - basic
|
16,658
|
16,613
|
16,329
|
|||||||
Effect
of dilutive stock options
|
148
|
112
|
316
|
|||||||
Effect
of dilutive restricted stock
|
245
|
205
|
502
|
|||||||
Total
effect of potential incremental shares
|
393
|
317
|
818
|
|||||||
Weighted
average common shares - diluted
|
17,051
|
16,930
|
17,147
|
|||||||
Net
income (loss) per share:
|
||||||||||
Basic
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
||
Diluted
|
$
|
0.01
|
$
|
(0.08
|
)
|
$
|
(0.08
|
)
|
(in
thousands)
|
2007
|
2006
|
2005
|
|||||||
Revenue:
|
||||||||||
United
States
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
International
|
—
|
—
|
—
|
|||||||
Total
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
Property
and equipment, net:
|
||||||||||
United
States
|
$
|
1,381
|
$
|
1,699
|
$
|
1,996
|
||||
Total
|
$
|
1,381
|
$
|
1,699
|
$
|
1,996
|
||||
YEARS
ENDED
|
||||||||||
DECEMBER
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Pre-Tax
Income (loss):
|
||||||||||
Domestic
|
$
|
120
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
||
Foreign
|
—
|
—
|
—
|
|||||||
$
|
120
|
$
|
(1,291
|
)
|
$
|
(1,291
|
)
|
|||
|
YEARS
ENDED
|
|||||||||
DECEMBER
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
3
|
$
|
—
|
$
|
—
|
||||
State
|
—
|
—
|
—
|
|||||||
Foreign
|
—
|
—
|
—
|
|||||||
Total
current income for provision
|
$
|
3
|
$
|
—
|
$
|
—
|
YEARS
ENDED
|
||||||||||
DECEMBER
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Deferred:
|
||||||||||
Federal
|
3,850
|
(168
|
)
|
(3,122
|
)
|
|||||
State
|
1,218
|
350
|
7,057
|
|||||||
Foreign
|
—
|
—
|
—
|
|||||||
5,068
|
182
|
3,935
|
||||||||
Increase
(decrease) in valuation allowance for deferred income
taxes
|
(5,068
|
)
|
(182
|
)
|
(3,935
|
)
|
||||
Total
deferred income tax for provision
|
—
|
—
|
—
|
|||||||
Total
income tax provision
|
$
|
3
|
$
|
—
|
$
|
—
|
||||
2007
|
2006
|
2005
|
||||||||
Income
(loss) from operations
|
$
|
(5,068
|
)
|
$
|
(182
|
)
|
$
|
(3,935
|
)
|
|
Stockholders’
equity
|
(1
|
)
|
(38
|
)
|
34
|
|||||
Total
|
$ | (5,069 | ) | $ | (220 | ) | $ | (3,901 | ) |
YEARS
ENDED
|
||||||||||
DECEMBER
31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Computed
"expected" income tax expense (benefit)
|
34.0
|
%
|
(34.0
|
)%
|
(34.0
|
)%
|
||||
Increase
(decrease) in income taxes resulting from:
|
||||||||||
State
income taxes, net of federal income taxes
|
514.4
|
(0.5
|
)
|
(7.4
|
)
|
|||||
NOL
adjustments
|
152.3
|
18.3
|
376.6
|
|||||||
Capital
loss carryforward adjustment
|
3,506.2
|
30.3
|
—
|
|||||||
Non-cash
stock compensation
|
(9.5
|
)
|
—
|
(29.5
|
)
|
|||||
Income
tax effect attributable to foreign operations
|
—
|
—
|
—
|
|||||||
Other
|
8.2
|
—
|
—
|
|||||||
(Decrease)
increase in valuation allowance and other items
|
(4,202.8
|
)
|
(14.1
|
)
|
(305.7
|
)
|
||||
Income
tax expense (benefit)
|
2.8
|
%
|
—
|
%
|
—
|
%
|
YEARS
ENDED
|
|||||||
DECEMBER
31,
|
|||||||
2007
|
2006
|
||||||
Deferred
income tax assets:
|
|||||||
Net
operating loss, capital loss amount and research & experimentation
credit carryforwards
|
$
|
84,970
|
$
|
90,209
|
|||
Charitable
contribution carryforward
|
4
|
4
|
|||||
Depreciation
|
(139
|
)
|
(241
|
)
|
|||
Unrealized
loss
|
(5
|
)
|
(4
|
)
|
|||
Non-cash
compensation
|
724
|
608
|
|||||
Accrued
liabilities
|
134
|
181
|
|||||
Reserves
for investments
|
1,728
|
1,728
|
|||||
Net
deferred income tax assets before valuation allowance
|
87,416
|
92,485
|
|||||
Valuation
allowance for deferred income tax assets
|
(87,416
|
)
|
(92,485
|
)
|
|||
Net
deferred income tax assets
|
$
|
—
|
$
|
—
|
|||
Net
Operating Loss
|
Capital
Loss
|
||||||
Expiration
Dates
December
31
|
Amount
(000’s)
|
Amount
(000’s)
|
|||||
2007
|
$
|
—
|
$
|
0
|
|||
2008
|
—
|
1,599
|
|||||
2009
|
1,900
|
||||||
2010
|
7,417
|
||||||
2011
|
7,520
|
||||||
2012
|
5,157
|
||||||
2020
|
29,533
|
||||||
2021
|
50,430
|
||||||
2022
|
115,000
|
||||||
2023
|
5,712
|
||||||
2024
|
3,566
|
||||||
2025
|
1,707
|
||||||
2026
|
476
|
||||||
Total
|
228,418
|
1,599
|
|||||
Section
382 limitation
|
(5,363
|
)
|
—
|
||||
After
Limitations
|
$
|
223,055
|
$
|
1,599
|
|||
*
Subject to compliance with Section 382 of the Internal Revenue
Code.
|
Options
Vesting Period
|
1
year
|
4
years
|
|||||
Dividend
Yield
|
0.00
|
%
|
0.00
|
%
|
|||
Expected
volatility
|
31.8
|
%
|
40.9
|
%
|
|||
Risk-free
interest rate
|
3.54
|
%
|
3.80
|
%
|
|||
Expected
life
|
5.75
years
|
6.25
years
|
|||||
Weighted
average fair value
|
$
|
2.22
|
$
|
2.77
|
|||
Weighted
|
||||||||||
Range
of
|
Average
|
|||||||||
Exercise
|
Exercise
|
|||||||||
Shares
|
Prices
|
Price
|
||||||||
December
31, 2004
|
1,961,617
|
|
$4.83
- $10.00
|
$
|
6.93
|
|||||
Granted
|
175,000
|
|
$7.40
- $ 8.50
|
$
|
8.16
|
|||||
Forfeited
|
—
|
|||||||||
Expired
|
(7,500
|
)
|
|
$7.63
|
$
|
7.63
|
||||
Exercised
|
(447,867
|
)
|
|
$4.83
- $7.00
|
$
|
5.79
|
||||
December
31, 2005
|
1,681,250
|
|
$5.35
- $10.00
|
$
|
7.36
|
|||||
Granted
|
—
|
|||||||||
Forfeited
|
—
|
|||||||||
Expired
|
(7,500
|
)
|
|
$5.41
|
$
|
5.41
|
||||
Exercised
|
—
|
|||||||||
December
31, 2006
|
1,673,750
|
|
$5.35
- $10.00
|
$
|
7.36
|
|||||
Granted
|
430,000
|
|
$5.98
|
$
|
5.98
|
|||||
Forfeited
|
(7,757
|
)
|
|
$7.40
- $8.60
|
$
|
8.17
|
||||
Expired
|
—
|
|||||||||
Exercised
|
(247,243
|
)
|
|
$5.35
- $8.60
|
$
|
5.81
|
||||
December
31, 2007
|
1,848,750
|
|
$5.35
- $10.00
|
$
|
7.24
|
|||||
Vested
and exercisable at December 31, 2007
|
1,493,750
|
$
|
7.54
|
|||||||
Vested
and exercisable at December 31, 2006
|
1,673,750
|
$
|
7.36
|
|||||||
Vested
and exercisable at December 31, 2005
|
1,681,250
|
$
|
7.36
|
Outstanding
|
Exercisable
|
|||||||||||||||
Weighted
|
||||||||||||||||
Number
|
Weighted
|
Average
|
Number
|
Weighted
|
||||||||||||
Exercise
|
of
Shares
|
Average
|
Remaining
|
of
Shares
|
Average
|
|||||||||||
Price
|
Outstanding
at
|
Exercise
|
Contractual
|
Exercisable
at
|
Exercise
|
|||||||||||
Range
|
December
31, 2007
|
Price
|
Life
(Years)
|
December
31, 2007
|
Price
|
|||||||||||
$
5.35 - $ 7.81
|
1,298,750
|
$
|
6.27
|
6.4
|
943,750
|
$
|
6.37
|
|||||||||
$
7.82 - $10.00
|
550,000
|
$
|
9.55
|
5.8
|
550,000
|
$
|
9.55
|
|||||||||
1,848,750
|
$
|
7.24
|
6.2
|
1,493,750
|
$
|
7.54
|
||||||||||
Gross
Rental
|
Sub-Lease
|
||||||
Obligations
|
Income
|
||||||
Year
ending December 31,
|
|||||||
2008
|
420
|
105
|
|||||
2009
|
426
|
106
|
|||||
2010
|
451
|
113
|
|||||
2011
|
1,128
|
282
|
|||||
2012
|
—
|
—
|
|||||
Thereafter
|
—
|
—
|
|||||
Total
|
$
|
2,425
|
$
|
606
|
|||
· |
pertain
to the maintenance of records that, in reasonable detail, accurately
and
fairly reflect the transactions and dispositions of the assets of
the
Company;
|
· |
provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with GAAP, and
that
receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
|
· |
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets
that
could have a material effect on the financial statements.
|
(a) |
Financial
Statements
|
(1) |
The
following financial statements are filed with this report on the
following
pages indicated:
|
Page
|
||
25
|
||
26
|
||
27
|
||
28
|
||
30
|
||
31
|
(2) |
The
following additional financial statement schedule and report of
independent registered public accounting firm
are furnished herewith pursuant to the requirements of Form
10-K:
|
(3) |
The
following Exhibits are hereby filed as part of this Annual Report
on Form
10-K:
|
Exhibit
Number
|
Exhibit |
3.1 |
Amended
and Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.3 of the Company's
Form S-1 Registration Statement filed with the Securities and Exchange
Commission on April 6, 1998 (File No. 333-
46685)).
|
3.2 |
Amendment
to Amended and Restated Certificate of Incorporation (incorporated
herein
by reference to Exhibit 4.1 of the Company's
10-Q filed with the Securities and Exchange Commission on August
14,
2000).
|
3.3
|
Amended
and Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Appendix C of the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on November
6,
2002).
|
3.4 |
Amendment
to Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit
3.1 of the Company's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on July 31, 2003).
|
3.5
|
Amended
and Restated Bylaws of the Company (incorporated herein by reference
to
Appendix D of the Company's Definitive Proxy Statement filed with
the
Securities and Exchange Commission on November 6, 2002).
|
3.6 |
Amendment
No. 1 to the Amended and Restated Bylaws of the Company. (incorporated
herein by reference to Exhibit 3.4 of the
Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission on March 31, 2003).
|
3.7
|
Form
of Certificate of Designation of Series A Junior Participating Preferred
Stock (incorporated herein by reference to Exhibit 3.1 of the Company's
Form 8-K, filed with the Securities and Exchange Commission on February
13, 2008).
|
4.1 |
See
Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Amended
and
Restated Certificate of Incorporation and Amended and
Restated Bylaws of the Company defining rights of the holders of
Common
Stock of the Company.
|
4.2 |
Specimen
Stock Certificate (incorporated herein by reference to Exhibit 4.2
of the
Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on May 26,
1998
(File No. 333-46685)).
|
4.3 |
Restricted
Stock Agreement, dated as of April 11, 2003, between the Company
and
Warren B. Kanders (incorporated herein by
reference to Exhibit 4.1 of the Company's Form 10-Q filed with the
Securities and Exchange Commission on May 15, 2003).
*
|
4.4 |
Rights
Agreement, dated as of February 12, 2008, by and between Clarus
Corporation and American Stock Transfer & Trust Company (incorporated
herein by reference to Exhibit 4.2 of the Company’s Form 8-K filed with
the Securities and Exchange Commission on February 13,
2008).
|
4.5
|
Form
of Rights Certificate (incorporated herein by reference to Exhibit
4.1 of
the Company’s Form 8-K filed with the Securities and Exchange Commission
on February 13, 2008).
|
10.1 |
Asset
Purchase Agreement, dated as of October 17, 2002, between Epicor
Software
Corporation and the Company (incorporated
herein reference to Exhibit 2.1 of the Company's Form 8-K filed with
the
Securities and Exchange Commission on
October 18, 2002).
|
10.2 |
Bill
of Sale and Assumption Agreement, dated as of December 6, 2002, between
Epicor Software Corporation and the Company
(incorporated herein by reference to Exhibit 2.2 of the Company's
Form 8-K
filed with the Securities and Exchange Commission
on October 18, 2002).
|
10.3 |
Trademark
Assignment, dated as of December 6, 2002, by the Company in favor
of
Epicor Software Corporation, (incorporated
herein by reference to Exhibit 2.3 of the Company's Form 8-K filed
with
the Securities and Exchange Commission
on October 18, 2002).
|
10.4 |
Patent
Assignment, dated as of December 6, 2002, between Epicor Software
Corporation and the Company (incorporated herein
by reference to Exhibit 2.4 of the Company's Form 8-K filed with
the
Securities and Exchange Commission on October
18, 2002).
|
10.5 |
Noncompetition
Agreement, dated as of December 6, 2002, between Epicor Software
Corporation and the Company (incorporated
herein by reference to Exhibit 2.5 of the Company's Form 8-K filed
with
the Securities and Exchange Commission
on October 18, 2002).
|
10.6 |
Transition
Services Agreement, dated as of December 6, 2002, between Epicor
Software
Corporation and the Company (incorporated
herein by reference to Exhibit 2.7 of the Company's Form 8-K filed
with
the Securities and Exchange Commission
on October 18, 2002).
|
10.7 |
Form
of Indemnification Agreement for Directors and Executive Officers
of the
Company (incorporated herein by reference to
Exhibit 10.1 of the Company's Form 8-K filed with the Securities
and
Exchange Commission on December 23, 2002).
|
10.8 |
Employment
Agreement, dated as of December 6, 2002, between the Company and
Warren B.
Kanders (incorporated herein by
reference to Exhibit 10.2 of the Company's Form 8-K filed with the
Securities and Exchange Commission on December 23,
2002).*
|
10.9 |
Amended
and Restated Stock Incentive Plan (incorporated herein by reference
to
Exhibit 10.2 of the Company's Form 10-Q filed
with the Securities and Exchange Commission on August 14, 2000).
*
|
10.10 |
Form
of Nonqualified Stock Option Agreement (incorporated herein by reference
to Exhibit 10.5 of the Company's Form 10- Q
filed with the Securities and Exchange Commission on August 14, 2000).
*
|
10.11
|
Lease,
dated as of September 23, 2003, between Reckson Operating Partnership,
L.P., the Company and Kanders & Company, Inc. (incorporated herein by
reference to Exhibit 10.1 of the Company's 10-Q filed with the Securities
and Exchange Commission on November 12, 2003).
|
10.12
|
Transportation
Services Agreement, dated as of December 18, 2003, between Kanders
Aviation, LLC and the Company (incorporated herein by reference to
Exhibit
10.23 of the Company's 10-K filed with the Securities and Exchange
Commission on March 11, 2004).
|
10.13 |
Clarus
Corporation 2005 Stock Incentive Plan (incorporated herein by reference
to
Appendix A of the Company's Definitive Proxy Statement filed with
the
Securities and Exchange Commission on May 2, 2005).
*
|
10.14 |
Form
of Stock Option Agreement for the Clarus Corporation 2005 Stock Incentive
Plan (incorporated herein by reference to Exhibit
10.1 of the Company's Form 10-Q filed with the Securities and Exchange
Commission on November 11, 2005). *
|
10.15 |
Amendment
to the form of Stock Option Agreement for the Clarus Corporation
2005
Stock Incentive Plan (incorporated herein
by reference to Exhibit 10.1 of the Company's Form 8-K filed with
the
Securities and Exchange Commission on January
6, 2006). *
|
10.16
|
Stock
Option Agreement, dated December 23, 2002, between the Company and
Warren
B. Kanders (incorporated herein by reference to Exhibit 4.6 of the
Company's Registration Statement Form S-8 filed with the Securities
and
Exchange Commission on August 18, 2005).
*
|
10.17
|
Extension
Agreement, dated as of May 1, 2006, to the Employment Agreement,
dated as
of December 6, 2002, between the Company and Warren B. Kanders
(incorporated herein by reference to Exhibit 10.2 of the Company’s Form
8-K filed with the Securities and Exchange Commission on May 4,
2006).*
|
10.18
|
Resignation
and Severance Agreement and General Release, dated as of December
11,
2006, between the Company and Nigel P. Ekern (incorporated herein
by
reference to Exhibit 10.1 of the Company’s Form 8-K filed with the
Securities and Exchange Commission on December 12,
2006).*
|
23.1 |
Consent
of Independent Registered Public Accounting
Firm.
|
31.1 |
Certification
of Principal Executive Officer, as required by Rule 13a-14(a) of
the
Securities Exchange Act of 1934. **
|
31.2 |
Certification
of Principal Financial Officer, as required by Rule 13a-14(a) of
the
Securities Exchange Act of 1934. **
|
32.1 |
Certification
of Principal Executive Officer, as required by Rule 13a-14(b) of
the
Securities Exchange Act of 1934. **
|
32.2 |
Certification
of Principal Financial Officer, as required by Rule 13a-14(b) of
the
Securities Exchange Act of 1934. **
|
* |
Management
contract or compensatory plan or arrangement.
|
** |
Filed
herewith.
|
Signature
|
Title
|
Date
|
||
/s/
Warren B. Kanders
|
Executive
Chairman of the Board of Directors
|
March
7, 2008
|
||
Warren
B. Kanders
|
(principal
executive officer)
|
|||
/s/
Philip A. Baratelli
|
Chief
Financial Officer
|
March
7, 2008
|
||
Philip
A. Baratelli
|
(principal
financial officer)
|
|||
/s/
Donald L. House
|
Director
|
March
7, 2008
|
||
Donald
L. House
|
||||
/s/
Burtt R. Ehrlich
|
Director
|
March
7, 2008
|
||
Burtt
R. Ehrlich
|
||||
/s/
Nicholas Sokolow
|
Director
|
March
7, 2008
|
||
Nicholas
Sokolow
|
Charged
|
|||||||||||||
Balance
at
|
(Credited)
to
|
Balance
at
|
|||||||||||
Beginning
of
|
Costs
and
|
End
of
|
|||||||||||
Period
|
Expenses
|
Deductions
(a)
|
Period
|
||||||||||
Valuation
Allowance for Deferred Income Tax Assets
|
|||||||||||||
2005
|
$
|
96,606,000
|
$
|
(3,901,000
|
)
|
$
|
—
|
$
|
92,705,000
|
||||
2006
|
92,705,000
|
(220,000
|
)
|
—
|
92,485,000
|
||||||||
2007
|
$
|
92,485,000
|
$
|
(5,069,000
|
)
|
$
|
—
|
$
|
87,416,000
|
||||
Restructuring
Accruals
|
|||||||||||||
2005
|
$
|
73,000
|
—
|
$
|
56,000
|
$
|
17,000
|
||||||
2006
|
$
|
17,000
|
—
|
$
|
17,000
|
—
|
|||||||
(a) |
Deductions
related to restructuring and related accruals represent cash payments.
|
31.1 |
Certification
of Principal Executive Officer, as required by Rule 13a-14(a) of
the
Securities Exchange Act of 1934.
|
31.2 |
Certification
of Principal Financial Officer, as required by Rule 13a-14(a) of
the
Securities Exchange Act of 1934.
|
32.1 |
Certification
of Principal Executive Officer, as required by Rule 13a-14(b) of
the
Securities Exchange Act of 1934.
|
32.2 |
Certification
of Principal Financial Officer, as required by Rule 13a-14(b) of
the
Securities Exchange Act of 1934
|