UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 7)
Under the
Securities Exchange Act of 1934
CLARUS
CORPORATION
Common
Stock, $0.0001 par value
(Title of
Class of Securities)
182707109
(CUSIP
Number)
Warren B.
Kanders
c/o
Kanders & Company, Inc.
One
Landmark Square, 22nd
Floor
Stamford,
CT 06901
Copy
to:
Robert L.
Lawrence, Esq.
Kane
Kessler, P.C.
1350
Avenue of the Americas, 26th
Floor
New York,
New York 10019
(212)
541-6222
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 7,
2010
(Date of
Event which requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o
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CUSIP
No. 182707109
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13D/A
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Page 2
of 6 Pages
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1
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NAME
OF REPORTING PERSON
Warren
B. Kanders
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
4,249,127 (Excludes
100,000 shares beneficially owned by the Reporting Person’s spouse, see
Item 5)
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8
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SHARED
VOTING POWER
0 (See
Item 5)
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9
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SOLE
DISPOSITIVE POWER
3,749,127 (Excludes
100,000 shares beneficially owned by the Reporting Person’s spouse, see
Item 5)
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10
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SHARED
DISPOSITIVE POWER
0 (See
Item 5)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,249,127 (Excludes
100,000 shares beneficially owned by the Reporting Person’s spouse, see
Item 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23%
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14
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TYPE
OF REPORTING PERSON*
IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 182707109
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13D/A
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Page 3
of 6 Pages
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The
Statement of Beneficial Ownership on Schedule 13D filed on April 12, 2002 by
Warren B. Kanders (the “Reporting Person” or “Mr. Kanders”) in connection with
the shares of common stock, par value $0.0001 per share (the “Common Stock”), of
Clarus Corporation (“Clarus,” or the “Company”), a Delaware corporation, as
amended by Amendment No. 1 filed on June 6, 2002, and further amended by
Amendment No. 2 filed on October 29, 2002, and further amended by Amendment No.
3 filed on April 17, 2003, and further amended by Amendment No. 4 filed on
August 20, 2008, and further amended by Amendment No. 5 filed on December 9,
2008, and further amended by Amendment No. 6 filed on January 5, 2009, is hereby
amended by this Amendment No. 7 to the Schedule 13D (collectively, the “Schedule
13D”). Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Schedule 13D. Unless specifically amended hereby, the
disclosures set forth in the Schedule 13D shall remain unchanged.
Item
4. Purpose of Transaction.
Item 4
of the Schedule 13D is hereby amended to include the following:
Black Diamond and Gregory
Merger Agreements
On May
10, 2010, the Company announced that it signed definitive merger agreements on
May 7, 2010, to acquire, in two separate transactions which are
subject to certain closing conditions, Black Diamond Equipment, Ltd. (“Black
Diamond”) and Gregory Mountain Products, Inc. (“Gregory”). Under the Black
Diamond Agreement and Plan of Merger (the “Black Diamond Merger Agreement”),
Clarus has agreed to pay $90 million in cash for Black Diamond, subject to
adjustments. Under the Gregory Agreement and Plan of Merger (the “Gregory Merger
Agreement”), the Company has agreed to acquire Gregory from Kanders GMP
Holdings, LLC (“KGH”) of which the Reporting Person is the managing member,
and Schiller Gregory Investment Company, LLC, the stockholders of Gregory (the
“Gregory Stockholders”), for an aggregate purchase price of $45,000,000 (subject
to certain closing adjustments), of which: (i) approximately 50% will be paid
with unregistered shares of Common Stock, based upon a valuation of $6.00 per
share which the Company has agreed to register as soon as reasonably practicable
after the closing and which will be subject to a two-year lockup agreement
prohibiting the transfer of the shares; and (ii) approximately 50% will be paid
with a seven-year 5% subordinated note. In addition to the customary
closing conditions, the Gregory merger is subject to the closing of the Black
Diamond merger. KGH is expected to be issued approximately 2,387,158 shares of
unregistered Common Stock, subject to adjustment, at the closing of the Gregory
merger. After the
closing of the transactions, Mr. Kanders is expected to continue as Executive
Chairman of the Company.
The
Company has also disclosed that (i) the Gregory merger was approved by a special
committee comprised of independent directors of the Company’s Board of Directors
and the merger consideration payable to the Gregory Stockholders has been
confirmed to be fair to the Company’s stockholders from a financial point of
view by a fairness opinion received from Ladenburg Thalmann & Co., Inc.; and
(ii) the Black Diamond merger was unanimously approved by the Company’s Board of
Directors after Rothschild Inc., the Company’s financial advisor, determined the
merger consideration payable to Black Diamond’s stockholders to be fair to the
Company’s stockholders from a financial point of view.
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CUSIP
No. 182707109
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13D/A
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Page 4
of 6 Pages
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The
foregoing description of the Gregory Merger Agreement and the Black Diamond
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Gregory Merger Agreement and the Black Diamond
Merger Agreement, which are included as Exhibits 2.2 and 2.1, respectively, to
the Company’s Current Report on Form 8-K, describing and attaching such
agreements, filed with the Securities and Exchange Commission on May 10, 2010,
and incorporated herein by reference to such filing.
The Reporting Person may review its investment in the Company on a
continuing basis, and to the extent permitted by law, may engage in discussions
with other stockholders and/or with management and other members of the Board of
Directors of the Company concerning the business, operations or future plans of
the Company. Depending on various factors including, without limitation, the
Company’s financial position, the price levels of the Common Stock, conditions
in the securities markets and general economic and industry conditions, the
Reporting Person may, subject to his legal obligations, in the future take such
actions with respect to his investment in the Company as he deems appropriate
including, without limitation, purchasing additional shares of Common Stock,
selling shares of Common Stock, engaging in short selling of or any hedging or
similar transaction with respect to the Common Stock, taking any other action
with respect to the Company or any of its securities in any manner permitted by
law or changing his intention with respect to any and all matters referred to in
paragraphs (a) through (j) of Item 4.
Item
5. Interest in Securities of the Issuer.
Item 5 of
the Schedule 13D is hereby amended and restated in its entirety to read as
follows:
(a), (b)
and (c). As of the date of this Schedule 13D, the Reporting Person may be deemed
to be the beneficial owner (as that term is defined under Rule 13d-3 under the
Exchange Act of 1934, as amended) of, and has the sole power to direct the vote
and disposition of 4,249,127 shares of Common Stock, constituting approximately
23% of the outstanding shares of Common Stock, which is comprised
of: (i) 2,713,977 shares of Common Stock; (ii) 500,000 unvested
shares of Restricted Stock, which have voting, dividend and other distribution
rights; (iii) currently exercisable options to purchase an aggregate of
1,021,250 shares of Common Stock (comprised of (A) 200,000 plan options having
an exercise price of $5.35 per share that were granted in December 2002; (B)
400,000 non-plan options having an exercise price of $7.50 share and 400,000
non-plan options having an exercise price of $10.00 per share that were granted
in December 2002; and (C) 21,250 options having an exercise price of $4.06 per
share that were granted in May 2009); and (iv) 13,900 shares of Common Stock
that the Reporting Person may be deemed to beneficially own as UTTMA custodian
for his children. The Reporting Person may also be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of 100,000 shares of Common Stock, that are
beneficially owned by his spouse. The Reporting Person disclaims any beneficial
ownership of the 100,000 shares of Common Stock beneficially owned by his
spouse.
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CUSIP
No. 182707109
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13D/A
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Page 5
of 6 Pages
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The
percentage of Common Stock reported as beneficially owned is based upon
17,366,747 shares of Common Stock outstanding as of April 22, 2010, as set forth
in the Company’s most recent report on Form 10-Q for the quarter ended March 31,
2010, filed with the Securities and Exchange Commission on May 10,
2010.
No transactions in the shares of the
Company’s Common Stock have been effected by the Reporting Person during the
last 60 days.
(d). No person, other than the
Reporting Person, has the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of the Common Stock reported by this
statement.
(e). Not
Applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item 6
of the Schedule 13D is hereby amended to include the following:
The description of the agreements
identified in Item 4 above is incorporated herein by reference into this Item
6.
Item
7. Material to be Filed as Exhibits.
Item 7
of the Schedule 13D is hereby amended to include the following:
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Exhibit 2.1
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Agreement and Plan of Merger, dated as of May
7, 2010, by and among
Clarus Corporation, Everest/Sapphire Acquisition, LLC, Everest Merger I
Corp., Everest Merger II, LLC, Gregory Mountain Products, Inc., Kanders
GMP Holdings, LLC and Schiller Gregory Investment Company, LLC
(incorporated by reference to Exhibit 2.2 of the Company’s Form 8-K
filed with the Securities and Exchange Commission on May 10,
2010).
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Exhibit
2.2
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Agreement and Plan of Merger,
dated as of May 7,
2010, by and among
Clarus Corporation, Everest/Sapphire Acquisition, LLC, Sapphire Merger
Corp., Black Diamond Equipment, Ltd. and Ed McCall, as Stockholders’
Representative (incorporated by reference
to Exhibit 2.1 of the Company’s Form 8-K filed with the Securities
and Exchange Commission on May 10, 2010).
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CUSIP
No. 182707109
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13D/A
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Page 6
of 6 Pages
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SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: May
13, 2010
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By:
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/s/ Warren
B. Kanders |
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Warren
B. Kanders |
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