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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Rule 14a-6(e)(2))
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[ ] 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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CLARUS STOCK PRICE DROPS 6% ON ISS ANNOUNCEMENT
-VOTE THE GREEN PROXY CARD TODAY-
Greenwich, Connecticut; May 15, 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) (the
"Company"), said today:
"With the stock continuing to trade at a significant discount to cash value and
its almost 6% drop today following the recommendation of Institutional
Shareholder Services ("ISS") to support management's nominees, it seems the
market has no confidence that management will complete any transaction to
enhance stockholder value and is expressing its disappointment with the ISS
recommendation. The current market price reflects a NEGATIVE valuation for the
software business and the market's perception of management's inability to
create stockholder value. ISS recognized the "constructive role" we have played
in pushing management to take "the positive steps" it has announced. However,
our mission to enhance stockholder values is just beginning. ISS, in its
conclusion, stated: "... Clarus is clearly going through troubled times and
could potentially use assistance..." Only by voting the Green proxy card to
elect the Kanders Nominees can stockholders be assured that their interests will
be protected.
Mr. Kanders continued: "Stockholders will not be fooled by management's 'plan du
jour'. According to the ISS report, management is planning to either (A) develop
a new 'supplier relations management system'; or (B) make a new acquisition; or
(C) enter into some other 'strategic transaction' which management claims to
have been developing since October of 2001. Clearly, management has no
comprehensive strategic business plan. The ISS report further notes that
'management states that six investment bankers have indicated that maximizing
shareholder value can best be achieved through an acquisition.' Isn't one $36
million write down enough? Shareholders cannot afford to let management waste
any more of their money. Is this a case of management's strategic indecision or
a play to entrench current management?
Only by electing the Kanders Nominees can stockholders be assured of having an
independent voice on the Board whose interests are fully aligned with theirs and
whose only interest is to maximize the return to stockholders through a prompt
sale of the Company for the best possible price."
Mr. Kanders concluded: "Unlike management, two of whose nominees ISS recognizes
as 'affiliates' of management, we are committed to exemplary corporate
governance - (A) we will seek to remove the staggered Board; (B) we will vote to
have only truly
independent directors on the Board and on key Board committees;
and (C) we will not endorse an option exchange program where the strike price is
effectively reduced. The choice is clear.
"Vote GREEN for the Kanders Nominees! Vote GREEN for returning value to the
stockholders! Vote GREEN for exemplary corporate governance! Do not vote WHITE
and surrender the opportunity to maximize the value of your stock."
**EVERY VOTE COUNTS**
**VOTE "FOR" THE KANDERS NOMINEES ON THE GREEN PROXY CARD TODAY**
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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 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.
We have neither sought nor obtained permission to quote from ISS's report.