United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 9,
2010
Clarus
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24277
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58-1972600
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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2084 East 3900 South,
Salt Lake City, Utah
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84124
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (801)
278-5552
N/A
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
On June
9, 2010, Clarus Corporation (“Clarus” or the “Company”) issued a press release
announcing that the Company’s common stock has been approved for listing on the
NASDAQ Global Market under the symbol “BDE”. It is anticipated that
the Company’s common stock will commence trading on the NASDAQ Global Market at
the opening of business on Friday, June 11, 2010 and will no longer be traded on
the OTC Pink Sheets Electronic Quotation Service under the symbol
“CLRS.PK”. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Forward-looking
Statements
This Report includes “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Clarus may use
words such as “anticipates,” “believes,” “plans,” “expects,” “intends,”
“future,” “will,” and similar expressions to identify forward-looking
statements. These forward-looking statements involve a number of
risks, uncertainties and assumptions which are difficult to predict. Clarus
cautions you that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from those contained
in the forward-looking statement. Examples of forward-looking statements
include, but are not limited to: (i) statements about the benefits of Clarus’
acquisitions of Black Diamond and Gregory, including future financial and
operating results that may be realized from the acquisitions;
(ii) statements of plans, objectives and expectations of Clarus or its
management or Board of Directors; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements
and other statements that are not historical facts. Important factors
that could cause actual results to differ materially from those indicated by
such forward-looking statements include, but are not limited to: (i) our
ability to successfully integrate Black Diamond and Gregory; (ii) our
ability to realize financial or operating results as expected;
(iii) material differences in the actual financial results of the mergers
compared with expectations, including the impact of the mergers on Clarus’
future earnings per share; (iv) economic conditions and the impact they may
have on Black Diamond and Gregory and their respective customers or demand for
products; (v) our ability to implement our acquisition growth strategy or obtain
financing to support such strategy; (vi) the loss of any member of
our senior management or certain other key executives; (vii) our ability to
utilize our net operating loss carry forward; and (viii) our ability to
adequately protect our intellectual property rights. Additional
factors that could cause Clarus’ results to differ materially from those
described in the forward-looking statements can be found in the “Risk Factors”
section of Clarus’ filings with the Securities and Exchange Commission,
including its latest annual report on Form 10-K and most recently filed Forms
8-K and 10-Q, which may be obtained at our web site at www.claruscorp.com or the
Securities and Exchange Commission’s web site at www.sec.gov. All
forward-looking statements included in this Report are based upon information
available to Clarus as of the date of the Report, and speak only as the date
hereof. We assume no obligation to update any forward-looking statements to
reflect events or circumstances after the date of this Report.
Item 9.01 Financial Statements and
Exhibits
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(d)
Exhibits.
The following
Exhibits are filed herewith as a part of this
report:
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Exhibit
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Description
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99.1
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Press Release issued by Clarus
Corporation, dated June 9,
2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
June 9, 2010
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CLARUS
CORPORATION |
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By:
/s/ Robert
Peay
Name:
Robert Peay
Title: Chief
Financial Officer
(Principal Financial Officer and
Principal
Accounting Officer)
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Exhibit
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Description
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99.1
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Press Release issued by Clarus
Corporation, dated June 9,
2010.
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