Filed Pursuant to Rule 424(b)(2)
Registration File No.: 333- 254107
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 8, 2021)
CLARUS CORPORATION
178,939 Shares
This prospectus supplement
relates to 178,939 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware corporation, (“Clarus”
or the “Company”), that we issued to the selling stockholder named under “Selling Stockholder”. The shares of
common stock were issued to the selling stockholder in connection with the acquisition by Simpson Aluminium Pty Ltd, an indirect wholly-owned
Australian subsidiary of the Company (the “Buyer”), of Tred Outdoors Pty Ltd, an Australian corporation, pursuant to the
Share Sale and Purchase Agreement (the “Purchase Agreement”), dated as of October 9, 2023, by and among the Buyer, the Company,
and Venlo Holdings Pty Ltd (the “Seller”). The closing of the transactions contemplated by the Purchase Agreement occurred
on October 9, 2023. The shares of the Company’s common stock issued to the selling stockholder will be subject to a lock-up agreement
restricting sales until January 7, 2024.
This prospectus supplement
and the related prospectus may be used to resell our common stock only by the selling stockholder named under “Selling Stockholder”
and its permitted transferees. We have not authorized any other person to use this prospectus supplement or the accompanying prospectus
in connection with the resales of common stock without our prior written consent.
Our common stock trades on
the Nasdaq Global Select Market (“NASDAQ”) under the symbol “CLAR.” On October 9, 2023, the last reported sales
price of our common stock on NASDAQ was $6.28 per share.
Investing in our securities
involves risks. Please refer to the “Risk Factors” section beginning on page 3 of the accompanying prospectus contained in
any applicable prospectus supplement and in the documents we incorporate by reference for a description of the risks you should consider
when evaluating this investment.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October
9, 2023
SELLING STOCKHOLDER
This
prospectus supplement covers the offering for resale of 178,939 shares of common stock by the selling stockholder. The selling stockholder
may sell all, some or none of the shares of common stock covered by this prospectus supplement. Please read “Plan of Distribution”
in the accompanying prospectus. We will bear all costs, fees and expenses incurred in connection with the registration of the shares
of common stock offered by this prospectus supplement. Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares of common stock will be borne by the selling stockholder.
No
such sales may occur unless the registration statement of which this prospectus supplement is a part has been declared effective by the
Securities and Exchange Commission, and remains effective at the time such selling stockholder offers or sells such shares of common
stock. We are required to update the related prospectus to reflect material developments in our business, financial position and results
of operations.
The
following table sets forth, the name of the selling stockholder, the number of shares of common stock owned and the percentage of shares
of common stock outstanding owned by the selling stockholder prior to the offering, the number of shares of common stock being offered
for the selling stockholder’s account, and the amount to be owned and the percentage of shares of common stock outstanding owned
by the selling stockholder following the completion of the offering (assuming the selling stockholder sells all of the shares of common
stock covered by this prospectus supplement). The percentages of shares of common stock outstanding have been calculated based on 37,470,470
shares of common stock outstanding as of August 2, 2023. The selling stockholder selling in connection with the prospectus supplement
has not held any position or office with, been employed by or otherwise, and, except with respect to the Purchase Agreement, had a material
relationship with us or any of our affiliates during the three years prior to the date of this prospectus supplement.
We
have prepared the table and the related notes based on information supplied to us by the selling stockholder. We have not sought to verify
such information. Additionally, the selling stockholder may have sold or transferred some or all of the shares of common stock listed
below in exempt or non-exempt transactions since the date on which the information was provided to us. Other information about the selling
stockholder may change over time.
Name of Selling | |
Shares
of Common Stock
Beneficially Owned Prior to the Offering
| | |
Number
of
Shares Being
Offered | | |
Shares
of Common Stock
Beneficially Owned After the Offering | |
Stockholder | |
Number | | |
Percentage | | |
Number | | |
Number | | |
Percentage | |
Venlo Holdings Pty Ltd (1) | |
| 0 | | |
| * | % | |
| 178,939 | | |
| 0 | | |
| * | % |
Total: | |
| 0 | | |
| * | % | |
| 178,939 | | |
| 0 | | |
| * | % |
|
* Denotes less than one percent. |
|
|
(1) |
Representatives of Venlo Holdings Pty Ltd have advised us that Mr. Ty Hermans is the natural person who holds the voting and dispositive power with respect to the shares of common stock held by Venlo Holdings Pty Ltd, in his capacity as the managing director and the controlling shareholder of Venlo Holdings Pty Ltd. The business address for Venlo Holdings Pty Ltd is 909-911 Ann Street, Fortitude Valley QLD 4006. |
Selling
stockholders who are registered broker-dealers are “underwriters” within the meaning of the Securities Act. In addition,
selling stockholders who are affiliates of registered broker-dealers are “underwriters” within the meaning of the Securities
Act if such selling stockholder (a) did not acquire its shares of common stock in the ordinary course of business or (b) had
an agreement or understanding, directly or indirectly, with any person to distribute the common shares. To our knowledge, no selling
stockholder who is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.
Because
the selling stockholder may offer all or some of its shares of our common stock from time to time, we cannot estimate the number of shares
of our common stock that will be held by the selling stockholder upon the termination of any particular offering by the selling stockholder.
Please refer to “Plan of Distribution” in the accompanying prospectus.
Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333- 254107
CLARUS CORPORATION
7,500,000 Shares
This prospectus relates to
an aggregate of 7,500,000 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware corporation, (“Clarus”
or the “Company”), which may be issued from time to time by the Company in connection with acquisitions by the Company of
assets, businesses, or securities. We expect that the terms of acquisitions involving the issuance of any such shares will be determined
by direct negotiations with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares
of common stock issued will be valued at prices reasonably related to the market price of the common stock either at the time an agreement
is entered into concerning the terms of the acquisition or at or about the time the shares are delivered.
We do not expect to receive
any cash proceeds when we issue shares of common stock offered by this prospectus.
Our common stock trades on
the Nasdaq Global Select Market (“NASDAQ”) under the symbol “CLAR.” On March 8, 2021, the last reported sales
price of our common stock on NASDAQ was $18.53 per share.
Investing in our securities
involves risks. Please refer to the “Risk Factors” section contained in any applicable prospectus supplement and in the documents
we incorporate by reference for a description of the risks you should consider when evaluating this investment.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 8, 2021
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS
This prospectus is part of
an “acquisition shelf” registration statement on Form S-4 that we filed with the Securities and Exchange Commission, or the
SEC, under the Securities Act of 1933, as amended, or the Securities Act, using an “acquisition shelf” registration process.
This prospectus relates to an aggregate of 7,500,000 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware
corporation which may be issued from time to time by the Company in connection with acquisitions by the Company of assets, businesses,
or securities. We expect that the terms of acquisitions involving the issuance of any such shares will be determined by direct negotiations
with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares of common stock issued
will be valued at prices reasonably related to the market price of the common stock either at the time an agreement is entered into concerning
the terms of the acquisition or at or about the time the shares are delivered. A prospectus supplement or post-effective amendment to
this registration statement will contain more specific information about an acquisition target or any of the terms of a definitive acquisition
agreement. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a
prospectus supplement or post-effective amendment. Before deciding to receive any of our securities as part of an acquisition transaction,
you should read both this prospectus and any accompanying post-effective amendment together with the additional information described
under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
You should rely only on the
information contained in this prospectus, any applicable prospectus supplement or any post-effective amendment and those documents incorporated
by reference in this prospectus or any post-effective amendment. We have not authorized anyone to provide you with information different
from that contained in this prospectus, any applicable prospectus supplement or any post-effective amendment. If anyone provides you
with different or additional information you should not rely on it. This prospectus may only be used where it is legal to sell these
securities. This prospectus is not an offer to sell, or a solicitation of an offer to buy, in any state where the offer or sale is prohibited.
The information in this prospectus, any applicable prospectus supplement, any post-effective amendment or any document incorporated herein
or therein by reference is accurate as of the date contained on the cover of such documents. Neither the delivery of this prospectus,
any applicable prospectus supplement or any post-effective amendment, nor any sale made under this prospectus or any post-effective amendment
will, under any circumstances, imply that the information in this prospectus, any applicable prospectus supplement or any post-effective
amendment is correct as of any date after the date of this prospectus or any such post-effective amendment.
References in this prospectus
to the “Company,” “Clarus,” “we,” “our,” and “us,” refer to Clarus Corporation.
FORWARD-LOOKING STATEMENTS
Certain statements included
in this prospectus, any applicable prospectus supplement, any accompanying post-effective amendment and the documents incorporated by
reference herein and therein are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number
of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially
from those expressed or implied in the forward-looking statements.
Potential risks and uncertainties
that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or
implied by forward-looking statements in this prospectus, any accompanying prospectus supplement and the documents incorporated herein
and therein include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other
factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit
markets; the financial strength of the Company’s customers; the Company’s ability to implement its business strategy; the
ability of the Company to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating
to the manufacture and sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by
our customers; the Company’s exposure to product liability or product warranty claims and other loss contingencies; disruptions
and other impacts to the Company’s business, as a result of the COVID-19 global pandemic and government actions and restrictive
measures implemented in response; stability of the Company’s manufacturing facilities and suppliers, as well as consumer demand
for our products, in light of disease epidemics and health-related concerns such as the COVID-19 global pandemic; the impact that global
climate change trends may have on the Company and its suppliers and customers; the Company’s ability to protect patents, trademarks
and other intellectual property rights; the ability of our information technology systems or information security systems to operate
effectively, including as a result of security breaches, viruses, hackers, malware, natural disasters, vendor business interruptions
or other causes; our ability to properly maintain, protect, repair or upgrade our information technology systems or information security
systems, or problems with our transitioning to upgraded or replacement systems; the impact of adverse publicity about the Company and/or
its brands, including without limitation, through social media or in connection with brand damaging events and/or public perception;
fluctuations in the price, availability and quality of raw materials and contracted products as well as foreign currency fluctuations;
our ability to utilize our net operating loss carryforwards; changes in tax laws and liabilities, tariffs, legal, regulatory, political
and economic risks; and the Company’s ability to maintain a quarterly dividend. More information on potential factors that could
affect the Company’s financial results is included from time to time in the Company’s public reports filed with the Securities
and Exchange Commission, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. All forward-looking statements included in this prospectus are based upon information available to the Company as of the
date of this prospectus, 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 prospectus.
You should also read carefully
the factors described or referred to in the “Risk Factors” section of this prospectus, any applicable prospectus supplement,
any accompanying post-effective amendment and the documents incorporated by reference herein and therein, to better understand the risks
and uncertainties inherent in our business and underlying any forward-looking statements. Any forward-looking statements that we make
in this prospectus, any applicable prospectus supplement any accompanying post-effective amendment and the documents incorporated by
reference herein as well as other written or oral statements by us or our authorized officers on our behalf, speak only as of the date
of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any prior periods
are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed
as historical data.
PROSPECTUS SUMMARY
This document serves as a
prospectus of Clarus to register 7,500,000 shares of our common stock, par value $0.0001 per share, which we plan to use in
acquisition transactions from time to time in connection with the acquisition of assets, stock or businesses, whether by purchase, merger
or any other form of business combination. It is expected that the terms of these acquisitions will be determined by direct negotiations
with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares of common stock issued
will be valued at prices reasonably related to the market price of our common stock either at the time an agreement is entered into concerning
the terms of the acquisition or at or about the time the shares are delivered. In addition to shares of our common stock, consideration
for these acquisitions may consist of any consideration permitted by applicable law, including, without limitation, the payment of cash,
the issuance of a note or other form of indebtedness, the assumption of liabilities or any combination of these items.
The common stock we issue
pursuant to this prospectus and applicable prospectus supplement or post-effective amendment in these transactions may be reoffered pursuant
to this prospectus by the stockholders thereof from time to time in transactions on the NASDAQ (or any other exchange on which our common
stock may be listed or traded from time to time), in negotiated transactions, in block trades, through the writing of options on securities,
or any combination of these methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at
prices relating to the prevailing prices or at negotiated prices. These selling stockholders may sell their shares of common stock to
or through broker-dealers, and the broker-dealers may receive compensation in the form of discounts, concessions or commissions from
the selling stockholders or the purchasers of shares for whom the broker-dealer may act as agent or to whom they may sell as principal
or both.
In addition, we may issue
our common stock pursuant to this prospectus and applicable prospectus supplement amendment or post-effective amendment to acquire the
assets, stock or business of debtors in cases under the United States Bankruptcy Code, which may constitute all or a portion of the debtor’s
assets, stock or business. The common stock we issue in these transactions may be sold by the debtor or its stockholders for cash from
time to time in market transactions or it may be transferred by the debtor in satisfaction of claims by creditors under a plan of reorganization
approved by the applicable U.S. Bankruptcy Court or otherwise transferred in accordance with the Bankruptcy Code.
We will bear all expenses
in connection with the registration of the common stock being resold by selling stockholders, other than selling discounts and commissions
and fees and expenses of the selling stockholders. The terms for the issuance of common stock may include provisions for the indemnification
of the selling stockholders for specified civil liabilities, including liabilities under the Securities Act of 1933, as amended, or the
Securities Act. The selling stockholders and any brokers, dealers or agents that participate in the distribution of the common stock
may be deemed to be underwriters, and any profit on the sale of stock by them and any discounts, concessions or commissions received
by any of these underwriters, brokers, dealers or agents may constitute underwriting discounts and commissions under the Securities Act.
THE COMPANY
Company Overview
Headquartered in Salt Lake
City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses
that can generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy
to maximize shareholder value. Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of outdoor
equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets. The Company’s products are principally
sold under the Black Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty
and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.
Market Overview
Through our Black Diamond,
PIEPS, and SKINourishment brands, we offer a broad range of products including: high-performance, activity-based apparel (such as shells,
insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses,
belay devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves
and mittens; and skincare and other sport-enhancing products. We also offer advanced skis, ski poles, ski skins, and snow safety products,
including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra and Barnes brands, we manufacture
a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting
and military and law enforcement purposes.
Corporate Overview
Clarus, incorporated in Delaware
in 1991, acquired Black Diamond Equipment, Ltd. in May 2010 and changed its name to Black Diamond, Inc. in January 2011. In October 2012,
we acquired PIEPS Holding GmbH and its subsidiaries.
On August 14, 2017, the Company
changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR”
on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. On November 6, 2018, the Company acquired
the assets of SKINourishment, Inc. On October 2, 2020, the Company completed the acquisition of certain assets and liabilities relating
to the Barnes brand of bullets.
On August 6, 2018, the Company
announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s
common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis. The declaration and payment of future
Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors. On May 1, 2020, the
Company announced that, in light of the operational impact of the COVID-19 pandemic, its Board of Directors temporarily replaced its
Quarterly Cash Dividend with a stock dividend. On October 19, 2020, the Company announced that its Board of Directors approved the reinstatement
of its Quarterly Cash Dividend. On January 29, 2021, the Company announced that its Board of Directors approved the payment on February
19, 2021 of the Quarterly Cash Dividend to the record holders of shares of the Company’s common stock as of the close of business
on February 8, 2021.
Our headquarters are located
at 2084 East 3900 South, Salt Lake City, Utah 84124 and our telephone number is (801) 278-5552.
Our website address is www.claruscorp.com.
The content contained in, or that can be accessed through, our website is not part of this prospectus. See “Where You Can Find
More Information” and “Incorporation of Certain Documents by Reference.”
RISK FACTORS
Investing in our securities
involves risk. Please carefully consider the risk factors described in our periodic and current reports filed with the SEC, which are
incorporated by reference in this prospectus, as well as any risks that may be set forth in the prospectus supplement relating to a specific
security. Before making an investment decision, you should carefully consider these risks as well as other information we include or
incorporate by reference in this prospectus or include in any applicable prospectus supplement. These risks could materially affect our
business, results of operations or financial condition and cause the value of our securities to decline. You could lose all or part of
your investment. Additional risks and uncertainties not presently known to us or that we deem currently immaterial may also impair our
business operations.
USE OF PROCEEDS
We will receive no proceeds
from the offering of the shares other than the value of the assets, businesses, or securities acquired by us in acquisitions for which
shares are offered under this prospectus.
DESCRIPTION OF COMMON STOCK
The following description
of our common stock does not purport to be complete and is subject in all respects to applicable Delaware law and qualified by reference
to the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
Amended and Restated Bylaws, as amended (the “Bylaws”), and Rights Agreement. Copies of our Certificate of Incorporation,
Bylaws, and Rights Agreement are incorporated by reference and will be sent to stockholders upon request. See “Where You Can Find
More Information” and “Incorporation of Certain Documents by Reference.”
Authorized Common Stock
We have authorized 100,000,000
shares of our common stock, par value $0.0001 per share. As of March 3, 2021 there were 31,304,181 shares of our common stock outstanding.
Voting Rights, Dividend Rights, Liquidation
Rights and Other Rights
Holders of common stock are
entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights.
Accordingly, as the Company has not implemented a staggered board of directors or granted stockholders cumulative voting rights, holders
of a majority of the shares of common stock that are entitled to vote in any election of directors will have the ability to elect all
of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared
by the board of directors of the Company (the “Board”) out of funds legally available therefor, subject to any preferential
dividend rights of outstanding preferred stock of the Company. Upon the liquidation, dissolution or winding up of the Company, the holders
of common stock are entitled to receive ratably the net assets of the Company available after the payment of all debts and other liabilities
and subject to the prior rights of any outstanding preferred stock of the Company. Holders of common stock have no preemptive, subscription,
redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely
affected by, the rights of the holders of shares of any series of preferred stock which the Company may designate and issue in the future.
Acquisition Restrictions
To help ensure the preservation
of its net operating loss carryforwards (“NOLs”), the Company’s Certificate of Incorporation generally restricts any
person from attempting to purchase or acquire (any such purchase or acquisition being an “Acquisition”), any direct or indirect
interest in Clarus’ capital stock (or options, warrants or other rights to acquire Clarus’ capital stock, or securities convertible
or exchangeable into Clarus’ capital stock), if such Acquisition would affect the percentage of Clarus’ capital stock owned
by a 5% stockholder (the “Acquisition Restrictions” and any person attempting such an Acquisition, being referred to as a
“Restricted Holder”). For purposes of determining the existence and identity of, and the amount of capital stock owned by,
any 5% stockholder or Restricted Holders, Clarus is entitled to rely conclusively on (a) the existence and absence of filings of Schedules
13D and 13G (or any similar schedules) as of any date and (b) its actual knowledge of the ownership of its capital stock. The Company’s
Certificate of Incorporation further provides that a Restricted Holder will be required, prior to the date of any proposed Acquisition,
to request in writing (a “Request”) that the Board review the proposed Acquisition and authorize or not authorize such proposed
Acquisition. If a Restricted Holder seeks to effect an Acquisition, then at the next regularly scheduled meeting of the Board (which
are generally held once during each calendar quarter) following the tenth business day after receipt by the Secretary of the Company
of a Request, the Board will be required to determine whether to authorize the proposed Acquisition described in the Request. Any determination
made by the Board as whether to authorize a proposed Acquisition will be made in the sole discretion and judgment of the Board. The Board
shall promptly inform a Restricted Holder making the Request of such determination. Additionally, any Restricted Holder who makes such
a Request shall reimburse Clarus, on demand, for all reasonable costs and expenses incurred by Clarus with respect to any proposed Acquisition,
which may be material in relation to the Acquisition and will include the fees and expenses of any attorneys, accountants or other advisors
retained by Clarus in connection with such determination.
The Company’s Certificate
of Incorporation provides that any person who knowingly violates the Acquisition Restrictions or any persons in the same control group
with such person shall be jointly and severally liable to Clarus for, and shall indemnify and hold Clarus harmless against, any and all
damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in or elimination of
the ability of Clarus to use its NOLs.
All certificates representing
newly-issued shares of the Company’s capital stock or shares voted in favor of the Acquisition Restrictions and subsequently submitted
for transfer, must bear the following legend:
“The Amended and Restated Certificate
of Incorporation, as amended (the “Certificate of Incorporation”) of the Corporation contains restrictions prohibiting the
purchase or acquisition (collectively, the “Acquisition”) of any capital stock without the authorization of the Board of
Directors of the Corporation (the “Board of Directors”), if such Acquisition affects the percentage of capital stock that
is treated as owned by a five percent shareholder (within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended
(the “Code”), and the Treasury Regulations promulgated thereunder), and such Acquisition would, in the sole discretion and
judgment of the Board of Directors, jeopardize the Corporation’s preservation of its U.S. federal income tax attributes pursuant
to Section 382 of the Code and is not otherwise in the best interests of the Corporation and its stockholders. The Corporation will furnish
without charge to the holder of record of this certificate a copy of the Certificate of Incorporation, containing the above-referenced
restrictions on acquisitions of stock, upon written request to the Corporation at its principal place of business.”
The Board has the discretion
to approve an Acquisition of stock that would otherwise violate the Acquisition Restrictions in circumstances where it determines that
such Acquisition is in the best interests of the Company and its stockholders. In determining whether or not to permit an Acquisition
which may result in violation of the Acquisition Restrictions, the Board may consider factors it deems relevant including the likelihood
that the Acquisition would result in an ownership change to occur that would limit the Company’s use of its NOLs. In addition,
the Board is authorized to eliminate the Acquisition Restrictions, modify the applicable allowable percentage ownership interest or modify
any of the terms and conditions of the Acquisition Restrictions provided that the Board concludes in writing that such change is reasonably
necessary or advisable to preserve the Company’s NOLs or that the continuation of the affected terms and conditions of the Acquisition
Restrictions is no longer reasonably necessary for such purpose.
The Acquisition Restrictions
may have anti-takeover effects because they will restrict the ability of a person or entity or group thereof from accumulating an aggregate
of 5% or more of the Company’s capital stock and the ability of persons, entities or groups now owning 5% or more of the Company’s
capital stock from acquiring additional stock. Although the Acquisition Restrictions are designed as a protective measure to preserve
and protect the Company’s NOLs, the Acquisition Restrictions may have the effect of impeding or discouraging a merger, tender offer
or proxy contest, even if such a transaction may be favorable to the interests of some or all of the Company’s stockholders. This
might prevent stockholders from realizing an opportunity to sell all or a portion of their shares of common stock at higher than market
prices. In addition, the Acquisition Restrictions may delay the assumption of control by a holder of a large block of capital stock and
the removal of incumbent directors and management, even if such removal may be beneficial to some or all of the Company’s stockholders.
The foregoing description
of the Acquisition Restrictions does not purport to be complete and is qualified in its entirety by reference to the Company’s
Certificate of Incorporation, which is incorporated herein by reference.
Preferred Share Purchase Rights
On February 12, 2008, Clarus
entered into a Rights Agreement (the “Rights Agreement”) with American Stock Transfer & Trust Company that provides for
the terms of a rights plan including a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding
share of common stock. The dividend is payable to Clarus’ stockholders of record as of the close of business on February 12, 2008
(the “Record Date”).
The Board adopted the Rights
Agreement to protect the Company’s ability to carry forward its NOLs, which the Company believes are a substantial asset. The Rights
Agreement is designed to assist in limiting the number of 5% or more owners and thus reduce the risk of a possible “change of ownership”
under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Any such “change of ownership”
under these rules would limit or eliminate the ability of the Company to use its existing NOLs for federal income tax purposes. However,
there is no guarantee that the objective of preserving the value of the NOLs will be achieved. There is a possibility that certain stock
transactions may be completed by stockholders or prospective stockholders that could trigger a “change of ownership,” and
there are other limitations on the use of NOLs set forth in the Code.
The Rights Agreement imposes
a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%) of Clarus’ then-outstanding common
stock without the prior approval of the Board. Stockholders who own 4.9% or more of Clarus’ then-outstanding common stock as of
the close of business on the Record Date, will not trigger the Rights Agreement so long as they do not increase their ownership of common
stock. Moreover, the Board may exempt any person or group that owns 4.9% or more. A person or group that acquires a percentage of common
stock in excess of the applicable threshold but less than 50% of Clarus’ then-outstanding common stock is called an “Acquiring
Person.” Any Rights held by an Acquiring Person are void and may not be exercised.
The Board authorized the
issuance of one Right per each share of common stock outstanding on the Record Date. If the Rights become exercisable, each Right would
allow its holder to purchase from Clarus one one-hundredth of a share of Clarus’ Series A Junior Participating Preferred Stock,
par value $0.0001 (the “Series A Preferred Stock”), for a purchase price of $12.00. Each fractional share of Series A Preferred
Stock would give the stockholder approximately the same dividend, voting and liquidation rights as one share of common stock. Prior to
exercise, however, a Right will not give its holder any dividend, voting or liquidation rights.
The Rights will not be exercisable
until 10 days after a public announcement by Clarus that a person or group has become an Acquiring Person. Until the date that the Rights
become exercisable (the “Distribution Date”), Clarus’ common stock certificates will evidence the Rights and will contain
a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated
Rights. After the Distribution Date, the Rights will be separated from the common stock and be evidenced by a rights certificate, which
Clarus will mail to all holders of the rights that are not void.
If a person or group becomes
an Acquiring Person after the Distribution Date or already is an Acquiring Person and acquires more shares after the Distribution Date,
all holders of Rights, except the Acquiring Person, may exercise their rights to purchase shares of Clarus’ common stock with a
market value of two times the purchase price (or other securities or assets as determined by the Board) upon payment of the purchase
price (a “Flip-In Event”). After the Distribution Date, if a Flip-In Event has already occurred and Clarus is acquired in
a merger or similar transaction, all holders of the Rights except the Acquiring Person may exercise their Rights upon payment of the
purchase price to purchase shares of the acquiring corporation with a market value of two times the purchase price of the Rights (a “Flip-Over
Event”). Rights may be exercised to purchase shares of Clarus’ Series A Preferred Stock only after the occurrence of the
Distribution Date and prior to the occurrence of a Flip-In Event as described above. A Distribution Date resulting from any occurrence
described above would necessarily follow the occurrence of a Flip-In Event, in which case the Rights could be exercised to purchase shares
of common stock or other securities as described above.
The Rights will expire at
such time the Board determines that the NOLs are fully utilized or no longer available under Section 382 of the Code or the Rights are
earlier redeemed or exchanged by the Company as described below. The Board may redeem all (but not less than all) of the Rights for a
redemption price of $0.0001 per Right at any time prior to the later of the Distribution Date and the date of the first public announcement
or disclosure by Clarus that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the
Rights will terminate, and the only right of the holders of the Rights will be to receive the redemption price. The redemption price
will be adjusted if Clarus declares a stock split or issues a stock dividend on its common stock. After the later of the Distribution
Date and the date of the first public announcement by Clarus that a person or group has become an Acquiring Person, but before an Acquiring
Person owns 50% or more of Clarus’ outstanding common stock, the Board may exchange each Right (other than the Rights that have
become void) for one share of common stock or an equivalent security.
The Board may adjust the
purchase price of the Series A Preferred Stock, the number of shares of the Series A Preferred Stock issuable and the number of outstanding
Rights to prevent dilution that may occur as a result of certain events, including a stock dividend, a stock split or a reclassification
of the Series A Preferred Stock or common stock. No adjustments to the purchase price of less than 1% will be made.
Before the time the Rights
cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except
that no amendment may decrease the redemption price below $0.0001 per right. At any time thereafter, the Board may amend or supplement
the Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional
changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect any Rights holder and do
not result in the Rights becoming redeemable.
The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.
Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws
Certain provisions of the
Certificate of Incorporation and Bylaws could have an anti-takeover effect. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of the Board and in the policies formulated by the Board and to discourage an unsolicited
takeover of us if the Board determines that such takeover is not in the best interests of us and our stockholders. However, these provisions
could have the effect of discouraging certain attempts to acquire us or remove incumbent management even if some or a majority of stockholders
deemed such an attempt to be in their best interests.
The provisions in the Certificate
of Incorporation and the Bylaws include: (a) a procedure which requires stockholders to nominate directors in advance of a meeting
to elect such directors; (b) the authority to issue additional shares of preferred stock without stockholder approval; (c) the number
of directors on our Board will be fixed exclusively by the Board; (d) any newly created directorship or any vacancy in our Board resulting
from any increase in the authorized number of directors or the death, disability, resignation, retirement, disqualification, removal
from office or other cause will be filled solely by the affirmative vote of a majority of the directors then in office, even if less
than a quorum; and (e) our Bylaws may be amended by our Board.
The Delaware General Corporation
Law (the “DGCL”) contains statutory “anti-takeover” provisions, including Section 203 of the DGCL which
applies automatically to a Delaware corporation unless that corporation elects to opt-out as provided in Section 203. We, as a Delaware
corporation, have not elected to opt-out of Section 203 of the DGCL. Under Section 203 of the DGCL, a stockholder acquiring
more than 15% of the outstanding voting shares of a corporation (an “Interested Stockholder”) but less than 85% of such shares
may not engage in certain business combinations with the corporation for a period of three years subsequent to the date on which the
stockholder became an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the
business combination or the transaction which resulted in the stockholder becoming an Interested Stockholder, or the business combination
is approved by the board of directors and by the affirmative vote of at least 662/3% of the outstanding voting stock that
is not owned by the Interested Stockholder.
Limitation of Liability and Indemnification of Officers and Directors
Pursuant to provisions of
the DGCL, we have adopted provisions in our Certificate of Incorporation that provide that our directors shall not be personally liable
for monetary damages to us or our stockholders for a breach of fiduciary duty as a director to the full extent that the DGCL permits
the limitation or elimination of the liability of directors.
We have in effect a directors
and officers liability insurance policy indemnifying our directors and officers and the directors and officers of our subsidiaries within
a specific limit for certain liabilities incurred by them, including liabilities under the Securities Act. We pay the entire premium
of this policy. Our Certificate of Incorporation also contains a provision for the indemnification by us of all of our directors and
officers, to the fullest extent permitted by the DGCL.
Exclusive Forum
Our Bylaws provide that,
unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest
extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company,
(b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Company
to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or
as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim governed
by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock shall be
deemed to have notice of and consented to the foregoing forum selection provisions.
PLAN OF DISTRIBUTION
This prospectus is a part
of an “acquisition shelf” registration statement on Form S-4 that we have filed with the SEC. Under the shelf registration
process, we may from time to time offer and sell up to 7,500,000 shares of our common stock, par value $0.0001 per share, in connection
with the acquisition of assets, stock or businesses, whether by purchase, merger or any other form of business combination. We are actively
looking for high-quality, durable, cash flow-producing assets potentially unrelated to the outdoor industry in order to diversify the
Company’s business and potentially monetize the Company’s substantial net operating losses as part of its asset redeployment
and diversification strategy. We intend to focus our search primarily in the United States, although we will also evaluate international
investment opportunities should we find such opportunities attractive.
It is expected that the terms
of these acquisitions will be determined by direct negotiations with the owners or controlling persons of the assets, businesses or securities
to be acquired, and that the shares of common stock issued will be valued at prices reasonably related to the market price of our common
stock at the time an agreement is entered into concerning the terms of the acquisition, at or about the time the shares are delivered
or during some other negotiated period. Factors taken into account in acquisitions may include, among other factors, the quality and
reputation of the business to be acquired and its management, the strategic market position of the business to be acquired and its proprietary
assets, earning power, cash flow and growth potential. In addition to shares of our common stock, consideration for these acquisitions
may consist of any consideration permitted by applicable law, including, without limitation, the payment of cash, the issuance of preferred
stock, the issuance of a note or other form of indebtedness, the assumption of liabilities or any combination of these items. All expenses
of this registration, other than the expenses of the selling stockholders, if any, will be paid by us. We do not expect to pay underwriting
discounts or commissions, although we may pay finders’ fees from time to time in connection with certain acquisitions. Any person
receiving finders’ fees may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit
on the resale of securities purchased by them may be considered underwriting commissions or discounts under the Securities Act.
In addition, we may issue
our common stock pursuant to this prospectus and applicable prospectus supplement, or post-effective amendment, to acquire the assets,
stock or business of debtors in cases under the United States Bankruptcy Code, which may constitute all or a portion of the debtor’s
assets, stock or business. The common stock we issue in these transactions may be sold by the debtor or its stockholders for cash from
time to time in market transactions or it may be transferred by the debtor in satisfaction of claims by creditors under a plan of reorganization
approved by the applicable United States Bankruptcy Court or otherwise transferred in accordance with the Bankruptcy Code.
In an effort to maintain
an orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving common stock covered by
this prospectus that will limit the number of shares that they may sell at specified intervals. These agreements may be more or less
restrictive than restrictions on sales made under exemptions from the registration requirements of the Securities Act, including the
requirements under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject to the Securities
Act requirements. We anticipate that, in general, negotiated agreements will be of limited duration and will permit the recipients of
securities issued in connection with acquisitions to sell up to a specified number of shares during a specified period of time. We may
also determine to waive any such agreements without public notice.
This prospectus may be supplemented
to furnish the information necessary for a particular negotiated transaction, and the registration statement of which this prospectus
is a part will be amended or supplemented, as required, to supply information concerning an acquisition.
We may permit individuals
or entities who will receive shares of our common stock in connection with the acquisitions described above, or their transferees or
successors-in-interest, to use this prospectus to cover the resale of such shares. See “Selling Stockholders,” as it may
be amended or supplemented from time to time, for a list of those individuals or entities that are authorized to use this prospectus
to sell their shares of our common stock.
SELLING STOCKHOLDERS
We have also prepared this
prospectus, as we may amend or supplement it if appropriate, for use by the persons, and their pledgees, donees, transferees or other
successors in interest, who receive shares of our common stock in acquisitions covered by this prospectus. We refer to these persons
as selling stockholders. Pursuant to the terms of any agreement we may enter into in connection with an acquisition by the Company of
assets, businesses, or securities; under certain circumstances selling stockholders may not be permitted to use this prospectus to reoffer
any shares without first obtaining our prior written consent. We may condition our consent on the agreement by the selling stockholders
that they not offer or sell more than a specified number of shares and that they only do so following the filing of any required supplements
or amendments to this prospectus or such other conditions which we may determine.
The selling stockholder will
act independently of us in making decisions with respect to the timing, manner and size of each sale. Selling stockholders may resell
shares on the NASDAQ (or any other exchange on which our common stock may be listed or traded from time to time), in negotiated transactions,
in block trades, through the writing of options on securities, or any combination of these methods of sale, at fixed prices that may
be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing prices or at negotiated prices. These
selling stockholders may sell their shares of common stock to or through broker-dealers, and the broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of shares for whom the broker-dealer
may act as agent or to whom they may sell as principal or both. We will not receive any proceeds from sales by selling stockholders.
The selling stockholders
and any underwriter or broker-dealer retained by the selling stockholder may be deemed to be underwriters within the meaning the Securities
Act. Any profits that the selling stockholders realize and the compensation they pay to any broker-dealer may be deemed to be underwriting
discounts and commissions.
When resales are to be made
through a broker or dealer, a member firm of FINRA may be engaged to act as the selling stockholders’ agent in the sale of shares
by such selling stockholders. We anticipate that the commission paid to the member firm will be the normal commission (including negotiated
commissions to the extent permissible). Sales of shares by the member firm may be made on the NASDAQ (or any other exchange on which
our common stock may be listed or traded from time to time), in negotiated transactions, in block trades, through the writing of options
on securities, or any combination of these methods of sale, at fixed prices that may be changed, at market prices prevailing at the time
of sale, at prices relating to the prevailing prices or at negotiated prices.
In an effort to maintain
an orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving common stock covered by
this prospectus that will limit the number of shares that they may sell at specified intervals. These agreements may be more or less
restrictive than restrictions on sales made under exemptions from the registration requirements of the Securities Act, including the
requirements under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject to the Securities
Act requirements. We anticipate that, in general, negotiated agreements will be of limited duration and will permit the recipients of
securities issued in connection with acquisitions to sell up to a specified number of shares during a specified period of time. We may
also determine to waive any such agreements without public notice.
A post-effective amendment,
if required, will be filed under Rule 424(b) under the Securities Act, disclosing the name of any selling stockholders, the participating
securities firm, if any, the number and kind of securities involved and other details of such resale to the extent appropriate.
In order to comply with the
securities laws of certain states, if applicable, shares covered by this prospectus may be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states, the shares covered by this prospectus may not be sold unless the shares
have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith we are
required to file periodic reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information
filed by us can be inspected and copied at the SEC’s Public Reference Room located at 100 F Street, N.E. Washington, D.C. 20549,
at the prescribed rates. The SEC also maintains a site on the World Wide Web that contains reports, proxy and information statements
and other information regarding registrants that file electronically. The address of such site is http://www.sec.gov. Please call 1-800-SEC-0330
for further information on the operation of the SEC’s Public Reference Room.
Our common stock is traded
on NASDAQ under the symbol “CLAR.” Certain materials filed by us may be inspected at the NASDAQ Stock Market, One Liberty
Plaza, 165 Broadway, New York, NY 10006.
This prospectus omits certain
information that is contained in the registration statement on file with the SEC, of which this prospectus is a part. For further information
with respect to us and our securities, reference is made to the registration statement, including the exhibits incorporated therein by
reference or filed therewith. Statements herein contained concerning the provisions of any document are not necessarily complete and,
in each instance, reference is made to the copy of such document filed as an exhibit or incorporated by reference to the registration
statement. Each such statement is qualified in its entirety by such reference. The registration statement and the exhibits may be inspected
without charge at the offices of the SEC or copies thereof obtained at prescribed rates from the public reference section of the SEC
at the addresses set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” information from other documents that we file with it, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information
in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus,
while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate
by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed
below that we have filed with the SEC (Commission File No. 001-34767):
We also incorporate by reference
any future filings (other than any filings or portions of such reports that are not deemed “filed” under the Exchange Act
in accordance with the Exchange Act and applicable SEC rules, including current reports furnished under Item 2.02 or Item 7.01 of Form
8-K and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment which indicates
the termination of the offering of the securities made by this prospectus and the accompanying prospectus. Information in such future
filings updates and supplements the information provided in this prospectus and the accompanying prospectus. Any statements in any such
future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC
that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify
or replace such earlier statements.
You may obtain copies of
any of these filings by contacting us at the address and telephone number indicated below.
Documents incorporated by
reference are available from us without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference
into this prospectus, by requesting them in writing or by telephone at:
Clarus Corporation
Attention: Corporate Secretary
2084 East 3900 South
Salt Lake City, Utah 84124
(801) 278-5552
EXPERTS
The financial statements
incorporated in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,
and the effectiveness of Clarus Corporation’s internal control over financial reporting as of December 31, 2020, have been audited
by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein
by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the securities
offered hereby will be passed upon for us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised of the other issues
relating to any offering by their own legal counsel.
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From Jul 2023 to Jul 2024