<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<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>
<S>                                                 <C>                                              <C>
                                                        3970 Johns Creek Court, Suite 100
           DELAWARE                                          Suwance, Georgia 30024                           58-1972600
----------------------------------                  ----------------------------------------         ---------------------------
 (State or other jurisdiction                       (Address of principal executive offices)               (I.R.S. Employer
of incorporation or organization)                                                                       Identification Number)
</TABLE>

                        STOCK OPTION AGREEMENT BETWEEN
                            CLARUS CORPORATION AND
                       AN OFFICER OF CLARUS CORPORATION
                       --------------------------------
                           (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
--------------------------------------------------------------------------------
                                  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)
------------------  ----------  ------------  -------------  ---------------
Common Stock,
$.0001 par value      150,000      $7.44        $1,116,000        $279

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) and based on the option price under the terms of
     the option agreement between the Company and the Chief Operating Officer of
     the Company, which is the subject of this Registration Statement.

                                _______________
<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") are incorporated
herein by reference:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year
     ended December 31, 2000, filed with the Commission on March 21, 2001;

          (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 2001 and June 30, 2001, filed with the Commission on May
     15, 2001 and August 10, 2001, respectively;

          (c)  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 Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description; and

          (d)  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 2,600 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 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

                                      II-1
<PAGE>

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.

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).

     4.2            Amendment to Amended and Restated Certificate of
                    Incorporation of the Company, which is incorporated by
                    reference to Exhibit 4.1 of the Company's Quarterly Report
                    on Form 10-Q for the quarter ended June 30, 2000, filed with
                    the Commission on August 14, 2000.

     4.3            Amended and Restated Bylaws of the Company, which are
                    incorporated by reference to Exhibit 3.4 of the Company's
                    Registration Statement on Form S-1 (File No. 333-46685).

     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 KPMG LLP.

     23.3           Consent of Arthur Andersen LLP.

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

     99             Stock Option Agreement dated August 15, 2001 between the
                    Company and Sean Feeney, Chief Operating Officer of the
                    Company.

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)   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;

                                      II-2
<PAGE>

     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 (the "Company") 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
18th day of October, 2001.

                                   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 James J. McDevitt, 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 a certain stock option agreement between the Company and the
Chief Operating Officer of the Company, 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.

<TABLE>
<CAPTION>
Signature                                       Title                                                       Date
---------                                       -----                                                       ----
<S>                                             <C>                                                         <C>
/s/ Stephen P. Jeffery                          Chairman, Chief Executive Officer, President and            October 18, 2001
--------------------------------------          Director (Principal Executive Officer)
Stephen P. Jeffery

/s/ James J. McDevitt                           Chief Financial Officer (Principal Financial and            October 18, 2001
--------------------------------------          Accounting Officer)
James J. McDevitt

/s/ Donald L. House                             Director                                                    October 18, 2001
--------------------------------------
Donald L. House

/s/ Said Mohammadioun                           Director                                                    October 18, 2001
--------------------------------------
Said Mohammadioun

/s/ Mark A. Johnson                             Director                                                    October 18, 2001
--------------------------------------
Mark A. Johnson

/s/ Brady L. Rackley, III                       Director                                                    October 18, 2001
--------------------------------------
Brady L. Rackley, III
</TABLE>

                                      II-4
<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).

     4.2       Amendment to Amended and Restated Certificate of Incorporation of
               the Company, which is incorporated by reference to Exhibit 4.1 of
               the Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 2000, filed with the Commission on August 14, 2000.

     4.3       Amended and Restated Bylaws of the Company, which are
               incorporated by reference to Exhibit 3.4 of the Company's
               Registration Statement on Form S-1 (File No. 333-46685).

     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 KPMG LLP.

     23.3      Consent of Arthur Andersen LLP.

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

     99        Stock Option Agreement dated August 15, 2001 between the Company
               and Sean Feeney, Chief Operating Officer of the Company.

</TEXT>
</DOCUMENT>
