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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000731/0000931763-00-001787/0000931763-00-001787.txt : 20000921
<SEC-HEADER>0000931763-00-001787.hdr.sgml : 20000921
ACCESSION NUMBER:		0000931763-00-001787
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000731
EFFECTIVENESS DATE:		20000731

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLARUS CORP
		CENTRAL INDEX KEY:			0000913277
		STANDARD INDUSTRIAL CLASSIFICATION:	 [7372
]		IRS NUMBER:				581972600
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-42600
			FILM NUMBER:		682020
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		3970 JOHNS CREEK CT
				STREET 2:		STE 100
				CITY:			SUWANEE
				STATE:			GA
				ZIP:			30024
				BUSINESS PHONE:		7702913900
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		3970 JOHNS CREEK CT
					STREET 2:		STE 100
					CITY:			SUWANEE
					STATE:			GA
					ZIP:			30024
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	SQL FINANCIALS INTERNATIONAL INC /DE/
						DATE OF NAME CHANGE:	19980911
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>STOCK INCENTIVE PLAN OF SAI
<TEXT>

<PAGE>

                        ______________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                        ______________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                        ______________________________

                              CLARUS CORPORATION
          ----------------------------------------------------------
            (Exact name of registrant as specified in its charter)

<TABLE>
                                         3970 Johns Creek Court, Suite 100
          DELAWARE                             Suwanee, Georgia 30024                        58-1972600
- -------------------------------      ---------------------------------------           -----------------------
<S>                                  <C>                                               <C>
(State or other jurisdiction of      Address of principal executive offices)              (I.R.S. Employer
incorporation or organization)                                                          Identification Number)
</TABLE>

                            STOCK INCENTIVE PLAN OF
            SOFTWARE ARCHITECTS INTERNATIONAL, LIMITED (AS AMENDED)
            -------------------------------------------------------
                           (Full title of the plan)

                                  ___________

                            Mr. Stephen P. Jeffery
                            Chairman, President and
                            Chief Executive Officer
                              Clarus Corporation
                       3970 Johns Creek Court, Suite 100
                            Suwanee, Georgia 30024
                                (770) 291-3900
                        ------------------------------
           (Name, address and telephone number, including area code,
                             of agent for service)


                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                  Proposed         Proposed
Title of                          maximum          maximum
securities        Amount          offering         aggregate      Amount of
to be             to be           price            offering       registration
registered        registered      per share(1)     price(1)       fee(1)
- ----------        ----------      ------------     ---------      ------------
<S>               <C>            <C>               <C>            <C>
Common Stock,
$.0001 par value  750,000 shares $23.50 - $39.64   $27,095,952    $7,153.33
</TABLE>

- --------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(c) and (h)(1), based on (i) the average ($39.64) of
     the high ($42.03) and low ($37.25) sales prices of the registrant's
     common stock on July 26, 2000, as reported on the Nasdaq National Market;
     and (ii) the average option price ($23.50) for shares available for
     issuance upon exercise of outstanding options granted under the Stock
     Incentive Plan of Software Architects International, Limited (as
     amended)(163,200 shares).

                                _______________
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
- ------    ---------------------------------------

               The following documents filed by Clarus Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

               (a)  The Company's Annual Report on Form 10-K and Form 10-K/A for
          the fiscal year ended December 31, 1999, filed with the Commission on
          March 30, 2000, and April 28, 2000, respectively;

               (b)  The Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 2000, filed with the Commission on May 15, 2000;

               (c)  The Company's Current Reports on Form 8-K, filed with the
          Commission on January 6, 2000, March 20, 2000, June 12, 2000 and June
          13, 2000, respectively;

               (d)  The description of the Company's Common Stock, $.0001 par
          value, contained in the Company's Registration Statement on Form 8-A
          filed pursuant to Section 12(g) of the Exchange Act, including any
          amendment or report filed for the purpose of updating such
          description; and

               (e)  All other reports filed pursuant to Section 13(a) or 15(d)
          of the Exchange Act since the date of the document referred to in (a),
          above.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents.

Item 4.   Description of Securities.
- ------    -------------------------

               Not applicable.

Item 5.   Interests of Named Experts and Counsel.
- ------    --------------------------------------

               The legality of the securities offered hereby has been passed
upon by the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the
Company. Members of the firm hold approximately 3,000 shares of Common Stock.

Item 6.   Indemnification of Directors and Officers.
- ------    -----------------------------------------

               The Restated Bylaws of the Company (the "Restated Bylaws") and
the Restated Certificate of Incorporation (the "Restated Certificate") of the
Company provide that the directors and officers of the Company shall be
indemnified by the Company to the fullest extent authorized by Delaware law, as
it now exists or may in the future be amended, against all expenses and
liabilities reasonably incurred in connection with service for or on behalf of
the Company. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers and controlling persons of the Company pursuant to the
Restated Bylaws, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. The Company has obtained insurance which insures
the directors and officers of the Company against certain losses and which
insures the Company against certain of its obligations to indemnify such
directors and officers. In addition, the Restated Certificate of the Company
provides that the directors of the Company will not be personally liable for
monetary damages to the Company for breaches of their fiduciary duty as
directors, unless they violated their duty of loyalty to the Company or its
stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized illegal

                                      II-1
<PAGE>

dividends or redemptions or derived an improper personal benefit from their
action as directors. Such limitations of personal liability under the Delaware
Business Corporation law do not apply to liabilities arising out of certain
violations of the federal securities laws. While non-monetary relief such as
injunctive relief, specific performance and other equitable remedies may be
available to the Company, such relief may be difficult to obtain or, if
obtained, may not adequately compensate the Company for its damages.

               There is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification by the
Company will be required or permitted. The Company is not aware of any
threatened litigation or proceeding that might result in a claim for such
indemnification.

Item 7.   Exemption from Registration Claimed.
- ------    -----------------------------------

               Not applicable.

Item 8.   Exhibits.
- ------    --------

               The following exhibits are filed as a part of this Registration
Statement:

     Number              Description
     ------              -----------

     4.1            Amended and Restated Certificate of Incorporation of the
                    Company, which is incorporated by reference to Exhibit 3.1
                    of the Company's Registration Statement on Form S-1 (File
                    No. 333-46685), filed with the Commission on February 23,
                    1998.

     4.2            Amendment to Amended and Restated Certificate of
                    Incorporation of the Company.

     4.3            Amended and Restated Bylaws of the Company, which are
                    incorporated by reference to Exhibit 3.2 of the Company's
                    Registration Statement on Form S-1 (File No. 333-46685),
                    filed with the Commission on February 23, 1998.

     5              Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
                    legality of the Common Stock being registered.

     23.1           Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
                    contained in its opinion filed as Exhibit 5.

     23.2           Consent of Arthur Andersen LLP.

     24             Power of Attorney (included in the signature page to this
                    Registration Statement).

     99.1           Stock Incentive Plan of Software Architects International,
                    Limited, as amended, which is incorporated by reference to
                    Exhibit 2.2 of the Company's current report on Form 8-K
                    filed with the Commission on June 13, 2000.

     99.2           2000 Declaration of Amendment to Software Architects
                    International, Limited Stock Incentive Plan which is
                    incorporated by reference to Exhibit 2.3 of the Company's
                    current report on Form 8-K filed with the Commission on June
                    13, 2000.

Item 9.   Undertakings.
- ------    ------------

(a)       The Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

                    (i)    To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                                      II-2
<PAGE>

                    (ii)   To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement;

                    (iii)  To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     --------  -------
     if the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Company pursuant to Section 13 or Section 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
     liability under the Securities Act, each filing of the Company's annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
     is incorporated by reference in the Registration Statement shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to directors, officers and controlling persons of the
     Company pursuant to the foregoing provisions, or otherwise, the Company has
     been advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Securities Act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the Company of expenses incurred or
     paid by a director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Company will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the Securities Act and will be
     governed by the final adjudication of such issue.

                                      II-3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Clarus
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Suwanee, State of Georgia, on this 27th day of
July, 2000.

                         CLARUS CORPORATION


                         By:  /s/ Stephen P. Jeffery
                              -----------------------------------------------
                              Stephen P. Jeffery
                              Chairman, Chief Executive Officer and President


                               POWER OF ATTORNEY

     Each of the undersigned, being a director and/or officer of Clarus
Corporation (the "Company"), hereby nominates, constitutes and appoints Stephen
P. Jeffery and Mark D. Gagne, or any one of them severally, to be his true and
lawful attorney-in-fact and agent and to sign in his name and on his behalf in
any and all capacities stated below, and to file with the Securities and
Exchange Commission (the "Commission"), a Registration Statement on Form S-8
(the "Registration Statement") relating to the issuance of certain shares of the
common stock, $.0001 par value, of the Company (the "Common Stock") in
connection with the Stock Incentive Plan of Software Architects International,
Limited, as amended, and to file any and all amendments, including post-
effective amendments, to the Registration Statement, making such changes in the
Registration Statement as such attorney-in-fact and agent deems appropriate, and
generally to do all such things on his behalf in any and all capacities stated
below to enable the Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Commission.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

          Signature                       Title                        Date
          ---------                       -----                        ----

  /s/ Stephen P. Jeffery       Chairman, Chief Executive Officer,  July 27, 2000
- ---------------------------
  Stephen P. Jeffery           President (Principal Executive
                               Officer) and Director


  /s/ Mark D. Gagne            Chief Operating Officer and Chief   July 27, 2000
- ---------------------------
    Mark D. Gagne              Financial Officer (Principal
                               Financial and Accounting Officer)


  /s/ Donald L. House          Director                            July 27, 2000
- ---------------------------
   Donald L. House


  /s/ Tench Coxe               Director                            July 27, 2000
- ---------------------------
      Tench Coxe

                                      II-4
<PAGE>

  /s/ Said Mohammadioun        Director                            July 27, 2000
- ---------------------------
  Said Mohammadioun


  /s/ Mark A. Johnson          Director                            July 27, 2000
- ---------------------------
   Mark A. Johnson


  /s/ Norman N. Behar          Director                            July 27, 2000
- ---------------------------
   Norman N. Behar

                                      II-5
<PAGE>

                                 EXHIBIT INDEX
                                      to
                     Registration Statement on Form S-8 of
                              Clarus Corporation


     Number         Description
     ------         -----------

     4.1       Amended and Restated Certificate of Incorporation of the Company,
               which is incorporated by reference to Exhibit 3.1 of the
               Company's Registration Statement on Form S-1 (File No. 333-
               46685), filed with the Commission on February 23, 1998.

     4.2       Amendment to Amended and Restated Certificate of Incorporation of
               the Company.

     4.3       Amended and Restated Bylaws of the Company, which are
               incorporated by reference to Exhibit 3.2 of the Company's
               Registration Statement on Form S-1 (File No. 333-46685), filed
               with the Commission on February 23, 1998.

     5         Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
               legality of the Common Stock being registered.

     23.1      Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
               contained in its opinion filed as Exhibit 5.

     23.2      Consent of Arthur Andersen LLP.

     24        Power of Attorney (included in the signature page to this
               Registration Statement).

     99.1      Stock Incentive Plan of Software Architects International,
               Limited, as amended, which is incorporated by reference to
               Exhibit 2.2 of the Company's current report on Form 8-K filed
               with the Commission on June 13, 2000.

     99.2      2000 Declaration of Amendment to Software Architects
               International Limited Stock Incentive Plan which is incorporated
               by reference to Exhibit 2.3 of the Company's current report on
               Form 8-K filed with the Commission on June 13, 2000.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO CERTIFICATE OF INCORPORATION
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.2

                          CERTIFICATE OF AMENDMENT OF

                             AMENDED AND RESTATED

                        CERTIFICATE OF INCORPORATION OF

                              CLARUS CORPORATION

          The undersigned, being the Chairman, Chief Executive Officer and
President of CLARUS CORPORATION, a Delaware corporation, hereby certifies that:

                                      1.

          (a)  The name of the Corporation is CLARUS CORPORATION (the
"Corporation").

          (b)  The date of filing the original Certificate of Incorporation of
the Corporation with the Secretary of State of Delaware was November 20, 1991.

                                      2.

          The following amendment to the Corporation's Certificate of
Incorporation was duly adopted by stockholders of the Corporation at the 2000
annual meeting of the Corporation in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware (the "Code"), and
written notice of such meeting was given to all stockholders in accordance with
Section 222 of the Code.

                                      3.

          Article 4 of the Amended and Restated Certificate of Incorporation of
the Corporation shall be amended by striking paragraph (a) of Article 4 in its
entirety and replacing said paragraph with the following:

     This Corporation is authorized to issue two classes of stock to be
     designated, respectively, "Common Stock" and "Preferred Stock." The
     total number of shares which the Corporation is authorized to issue
     is 105,000,000 shares, of which 100,000,000 shares are Common Stock,
     $.0001 par value per share, and 5,000,000 shares are Preferred Stock,
     $.0001 par value per share. The rights and preferences of all
     outstanding shares of Common Stock shall be identical. The holders of
     outstanding shares of Common Stock shall have the right to vote on
     all matters submitted to a vote of the stockholders of the
     Corporation, on the basis of one vote per share of Common Stock
     owned.
<PAGE>

          IN WITNESS WHEREOF, CLARUS CORPORATION, has caused this Certificate to
be signed and attested by its duly authorized officers, this 13th day of June,
2000.

                                         CLARUS CORPORATION

                                         By: /s/ Stephen P. Jeffery
                                             -----------------------------------
                                             Stephen P. Jeffery, Chairman, Chief
                                             Executive Officer and President
ATTEST:

/s/ Mark Gagne
- --------------------------------
Mark Gagne, Secretary

[CORPORATE SEAL]

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF WOMBLE CARLYLE SANDRIDGE & RICE
<TEXT>

<PAGE>

                                                                       EXHIBIT 5

              [WOMBLE CARLYLE SANDRIDGE & RICE, PLLC LETTERHEAD]

                                 July 27, 2000

Clarus Corporation
3950 Johns Creek Court, Suite 100
Suwanee, Georgia 30024

       Re:     Registration Statement on Form S-8 with respect to the Stock
               Incentive Plan of Software Architects International, Limited (as
               amended)

Ladies and Gentlemen:

       We have served as counsel for Clarus Corporation (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
of an aggregate of 750,000 shares of its common stock, no par value (the
"Shares"), which are proposed to be offered and sold pursuant to the Stock
Incentive Plan of Software Architects International, Limited, as amended (the
"Plan"), and pursuant to the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") with respect to the Shares.

       We have reviewed the Company's articles of incorporation and bylaws, each
as amended to date, and have examined the originals, or copies certified or
otherwise identified to our satisfaction, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents, as a basis for the opinions hereinafter
expressed.  In rendering this opinion, we have relied upon certificates of
public officials and officers of the Company with respect to the accuracy of the
factual matters contained in such certificates.  We also have reviewed the Plan
and the Registration Statement.

       In connection with such review, we have assumed with your permission  (1)
the genuineness of all signatures; (2) the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies; and (3) the proper
issuance and accuracy of certificates of public officials and officers and
agents of the Company.  In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.

       Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable.

       This opinion is limited to the laws of the State of Delaware. This
opinion is rendered as of the date hereof, and we undertake no obligation to
advise you of any changes in applicable law or any other matters that may come
to our attention after the date hereof.

       We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement.  In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.

                              WOMBLE CARLYLE SANDRIDGE & RICE
                              A Professional Limited Liability Company



                              By: /s/ Elizabeth O. Derrick
                                  ----------------------------------------------
                                       Elizabeth O. Derrick, Member
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>

                                                                    EXhibit 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 28, 2000
included in Clarus Corporation (formerly SQL Financials International, Inc.) and
Subsidiaries Form 10-K for the year ended December 31, 1999 and to all
references to our Firm included in this registration statement.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
July 26, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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