Attached files
file | filename |
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EX-99.2 - Clarus Corp | v184083_ex99-2.htm |
EX-99.1 - Clarus Corp | v184083_ex99-1.htm |
EX-99.3 - Clarus Corp | v184083_ex99-3.htm |
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): May 7,
2010
Clarus
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-24277
(Commission
File Number)
|
58-1972600
(IRS
Employer
Identification
Number)
|
One Landmark Square, 22nd Floor, Stamford
Connecticut
(Address
of principal executive offices)
|
06901
(Zip
Code)
|
Registrant’s
telephone number, including area code: (203)
428-2000
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:
¨
|
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.02
|
Results
of Operations and Financial
Condition
|
On May 10, 2010, Clarus
Corporation (“Clarus” or the “Company”) issued an earnings press release
announcing financial results for the three months ended March 31, 2010. A copy
of the earnings press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
The information in this Item 2.02 and
Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
filing.
Item 7.01
|
Regulation FD
Disclosure.
|
On May 10, 2010, Clarus issued a press
release announcing that it had entered into agreements and plans of merger dated
as of May 7, 2010, to acquire each of Black Diamond Equipment, Ltd. and Gregory
Mountain Products, Inc. A copy of the press
release is filed as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Clarus
will broadcast a listen-only conference call on Monday, May 10, 2010 at 8:30
a.m. EDT discussing the transactions. To access the conference call,
please dial toll-free (877) 407-0789 or (201) 689-8562
(international). To listen to a telephonic replay of the conference
call, dial toll-free (877) 660-6853 or (201) 612-7415 (international) and enter
account number 3055 and conference ID number 350569. The replay will
be available beginning at 11:30 a.m. EDT on Monday, May 10, 2010 and will last
through 11:59 PM EDT on Monday, May 24, 2010. A copy of the
transcript that will be used during the conference call is furnished as Exhibit
99.3 to this Current Report on Form 8-K and incorporated herein by
reference.
Except for Exhibit 99.2 attached
hereto, the information in this Item 7.01 and Exhibit 99.3 attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01
|
Financial Statements and
Exhibits
|
|
(d)
|
Exhibits.
The following
Exhibits are filed herewith as a part of this
report:
|
Exhibit
|
Description
|
99.1
|
Press Release of the Company dated
May 10, 2010
(furnished only).
|
99.2
|
Press Release of the
Company dated May 10, 2010.
|
99.3
|
Transcript of the Company’s May 10, 2010
Conference
Call (furnished
only).
|
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,” 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’ proposed
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, including the expected timing of completion of
the mergers; (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) the risk
that a condition to closing of the mergers may not be satisfied and the
transactions will not be consummated; (ii) the risk that Clarus could be
required to pay material termination fees if the mergers are not consummated;
(iii) the risk that the businesses will not be integrated successfully;
(iv) the risk that the expected financial or operating results may not be
fully realized as expected; (v) 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; (vi) disruption
from the mergers; (vii) economic conditions and the impact they may have on
Black Diamond and Gregory and their respective customers or demand for products;
(viii) our ability to implement our acquisition growth strategy or obtain
financing to support such strategy; (ix) the loss of any member of
our senior management or certain other key executives; and (x) our ability to
utilize our net operating loss carry forward. 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.
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:
May 10, 2010
CLARUS
CORPORATION
By: /s/ Philip A.
Baratelli
Name:
Philip A. Baratelli
Title:
Chief Financial Officer
(Principal
Financial Officer)
Exhibit
|
Description
|
99.1
|
Press Release of the Company dated
May 10, 2010
(furnished only).
|
99.2 |
Press Release of the
Company dated May 10, 2010.
|
99.3
|
Transcript of the Company’s May 10, 2010
Conference
Call (furnished
only).
|