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¨
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Preliminary
Proxy Statement
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¨
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Confidential, For Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material under Rule 14a-12
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials:
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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§
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To
elect the seven nominees named in the proxy statement filed by the Company
with the Securities and Exchange Commission (the “Proxy Statement”) to
serve on the Company’s Board of Directors until the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified;
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§
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To
approve an amendment to the Company’s Amended and Restated Certificate of
Incorporation, as amended, to change the Company’s name from Clarus
Corporation to “Black Diamond Equipment,
Inc.”;
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§
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To
approve an amendment to the Company’s Amended and Restated Bylaws, as
amended, to eliminate stockholder supermajority vote requirements for
certain bylaw amendments;
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§
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To
re-approve the material terms of the performance goals in the Clarus
Corporation 2005 Stock Incentive Plan pursuant to Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”), and to approve an
amendment to the Clarus Corporation 2005 Stock Incentive Plan limiting the
maximum aggregate number of incentive stock options that may be awarded
under the plan pursuant to Section 422 of the Code;
and
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§
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To
transact such other business as may properly come before the Meeting,
including to consider any procedural matters incident to the conduct of
the Meeting, such as the postponement of the Meeting in order to solicit
additional proxies to vote in favor of the matter presented at the
Meeting.
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