DFAN14A 1 file001.txt DEFINITIVE ADDITIONAL MATERIALS 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. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 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) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) 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): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] 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. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: KANDERS NOMINEES TO CLARUS' BOARD PRESS CLARUS TO ADOPT GOOD CORPORATE GOVERNANCE PRACTICES Greenwich, Connecticut, May 13, 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) ("Clarus"), urge Clarus to adopt good corporate governance procedures recommended by Institutional Shareholder Services ("ISS"), a stockholder advocacy group, to protect stockholders' rights and enhance stockholder value. Mr. Kanders stated that "as with all of my prior investments, and with a view to increasing shareholder democracy, the Kanders Nominees will seek to implement good corporate governance practices endorsed by ISS, including the elimination of Clarus' staggered Board. This will make all directors accountable to the stockholders every year." In a letter to ISS, Mr. Kanders highlighted the differences between the Kanders Nominees' pro-stockholder stance, and those of the incumbent Clarus Board:
Issues: Kanders Nominees Management's Nominees ------- ---------------- --------------------- Staggered Board of Directors: Opposed to a staggered Board, and in For a staggered Board consisting of favor of all directors being elected three classes of directors. every year. Board Nominating Committee: Favors a Nominating Committee Did not have a Nominating Committee without any management until this proxy season and a member representation on such committee. of the committee has a consulting arrangement with Clarus. Transactions with Clarus: None. Two directors have consulting and other arrangements with Clarus. Stock Ownership by Directors: Favors Directors owning stock as it All management nominees collectively aligns directors' interests with own less than 0.3%. those of stockholders. Kanders Nominees have an approximately 5.6% interest in Clarus. Management Success: Multifold increases in investments. Have presided over Clarus while: Armor Holdings - initial investment over $1.7 Billion in market at $0.76 per share in January 1996, capitalization has been lost; over current value $25.25 per share on $190 million in losses have been May 9, 2002; Benson Eyecare - incurred over two years; 50% initial investment at $0.375 per reduction in revenues during 2001 share in January 1992, increased to compared with 2000; $36.8 million in $10.25 per share in summer 1995 when writeoffs of purchased assets; and investment was sold; Langer, Inc. - repricing of options for employees. initial investment at $1.52 per share in February 2001, current value $8.25 per share on May 9, 2002.
The Kanders Nominees look forward to representing the rights of all stockholders and maximizing value for all stockholders. 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. 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.