UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
CLARUS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WARREN B. KANDERS
BURTT R. EHRLICH
NICHOLAS SOKOLOW
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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FOR IMMEDIATE RELEASE
Contact: Robert Sandhu
Tel.: 212-929-5500
KANDERS NOMINEES THANK
CLARUS STOCKHOLDERS
FOR THEIR SUPPORT
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- LAST CHANCE TO VOTE THE GREEN PROXY -
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Greenwich, Connecticut, May 17, 2002: Warren B. Kanders, Burtt R. Ehrlich and
Nicholas Sokolow (the "Kanders Nominees"), who collectively own approximately
5.6% of the outstanding common stock of Clarus Corporation (NASDAQ: CLRS),
thanked Clarus stockholders for their support in the proxy contest with
management.
"To those Clarus stockholders who are still undecided," Mr. Kanders stated, "the
difference between the Kanders Nominees and management is a bright line.
We stand for:
o The sale or liquidation of the Company to achieve the maximum
value for stockholders and to return that capital to stockholders
as quickly as possible.
o The highest standards of corporate governance; the election of our
truly independent directors who have no financial arrangements
with the Company and whose economic interest is fully aligned with
the economic interest of the stockholders."
"On the other hand, management has viciously attacked us personally in a
desperate attempt to divert stockholders' attention from management's dismal
record.
Management's Board has:
o Watched while Clarus' stock lost $1.7 billion of market value.
o Watched while Clarus generated almost $200 million of losses in
the past 27 months.
o Allowed Clarus to maintain an annualized cash burn rate of almost
$30 million.
o Authorized lucrative financial arrangements between the Company
and affiliates of two Management nominees.
o Offered no concrete plan to reverse Clarus' woeful performance and
to finally create stockholder value.
Mr. Kanders continued: "When elected as three of seven directors, the Kanders
Nominees will be the watchdog of the stockholders to press Management to
consummate a sale of the Company for the best possible price and to improve the
Board's corporate governance procedures."
"Indeed, in its Report of May 16, 2002, initiating coverage of Clarus, Hotovec
Pomeranz & Co. writes:
"Clarus has traded below its net cash per share since August 2001. This
is a rare occurrence that may be explained only by the market's lack of
conviction in the strategic vision and operational execution that has
characterized the company's performance to date."
"While management protests it has already taken steps to put in effect
Kanders's [sic] recommendations for value preservation, we feel it
would be prudent for outside investors to ensure such preservation
through a significant minority representation, especially in an
industry where windows of opportunity can be narrow."*
* * *
Mr. Kanders concluded: "The choice for stockholders is clear! Protect your
interest. Vote the GREEN proxy card today."
THE KANDERS NOMINEES STRONGLY RECOMMEND THAT YOU VOTE TO PROTECT YOUR INTEREST
AS A CLARUS STOCKHOLDER BY SIGNING, DATING AND RETURNING THE GREEN PROXY CARD
TODAY.
Messrs. Kanders, Ehrlich and Sokolow have filed a definitive proxy statement
(the "proxy statement") with the Securities and Exchange Commission (the
"Commission"). Please read the proxy statement carefully because it contains
important information, including information regarding Messrs. Kanders, Ehrlich
and Sokolow. You may obtain a free copy of this press release and the proxy
statement at the Commission's website at http://www.sec.gov. A free copy of this
press release and the proxy statement may also be obtained from MacKenzie
Partners, Inc. at 105 Madison Avenue, New York, NY 10016, toll free telephone
number: (800) 322-2885.
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* We have neither sought nor obtained permission to quote from the report of
Hotovec Pomeranz & Co.