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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000931763-02-001618.txt : 20020509
<SEC-HEADER>0000931763-02-001618.hdr.sgml : 20020509
ACCESSION NUMBER:		0000931763-02-001618
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020509

FILER:

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

	FILING VALUES:
		FORM TYPE:		DEFA14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		02639291

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SQL FINANCIALS INTERNATIONAL INC /DE/
		DATE OF NAME CHANGE:	19980911
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>ddefa14a.txt
<DESCRIPTION>DEFINITIVE ADDITIONAL MATERIALS
<TEXT>
<PAGE>
================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
    COMMISSION ONLY (AS PERMITTED BY
    RULE 14A-6(E)(2))

[_] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                               CLARUS CORPORATION
- --------------------------------------------------------------------------------
              (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    ----------------------------------------------------------------------------

    (2) Aggregate number of securities to which transaction applies:

    ----------------------------------------------------------------------------

    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which
        the filing fee is calculated and state how it was determined):

    ----------------------------------------------------------------------------

    (4) Proposed maximum aggregate value of transaction:

    ----------------------------------------------------------------------------

    (5) Total fee paid:

    ----------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
    was paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

    ----------------------------------------------------------------------------

    (2) Form, Schedule or Registration Statement No.:

    ----------------------------------------------------------------------------

    (3) Filing Party:

    ----------------------------------------------------------------------------

    (4) Date Filed:

    ----------------------------------------------------------------------------

Notes:





Reg. (S) 240.14a-101.

SEC 1913 (3-99)

<PAGE>


CONTACTS
Kevin Acocella                                                   Matthew Sherman
Clarus Corporation                        Joele Frank, Wilkinson Brimmer Katcher
(770) 291-5329                                                    (212) 355-4449
Investor_Relations@claruscorp.com

                       Clarus Mails Letter to Stockholders

          Company Sets The Record Straight Regarding Misleading Claims
                         By Dissident Stockholder Group

ATLANTA - May 9, 2002 -- Clarus Corporation (Nasdaq: CLRS) today sent the
following letter to its stockholders:

Dear Fellow Clarus Stockholder:

         As we approach Clarus' Annual Meeting of Stockholders, we want to thank
those stockholders who have already voted for Clarus' independent nominees, and
encourage those of you who haven't yet voted to do so now. With the meeting less
than two weeks away, time is short. We urge you to vote your shares FOR Clarus'
nominees by signing, dating and returning the enclosed WHITE proxy card today.

                          LET'S SET THE RECORD STRAIGHT

         You may have received letters and proxy materials from a group of
dissident stockholders led by Warren Kanders (the "Dissidents") who are
soliciting proxies for their election as directors at the upcoming annual
meeting. The Dissidents make a number of statements that are misleading and
mischaracterize the actions and intentions of your Board, as well as the
financial and performance record of the Company. Your Board repeatedly expressed
its willingness to give the Dissidents an opportunity to make a presentation to
the Board with respect to their recommendations. In order to have a constructive
meeting and to maximize the use of everyone's time, the Clarus Board requested
that the Dissidents provide information regarding their intentions, plans and
proposals prior to the meeting. The Dissidents never responded to the Board's
request and, to date, no meeting has been held. Contrary to the Dissidents'
claims, your Board has placed no unreasonable conditions on the Dissidents that
would prevent them from meeting with the Board. Yet the Dissidents refuse to
share their plans with your Board - Why?

                                    - more -

<PAGE>

                                      - 2 -

                   WHAT DON'T THE DISSIDENTS WANT US TO KNOW?

         The Dissidents offer nothing to Clarus' stockholders. To date, the
Dissidents have not presented Clarus' Board or stockholders with any
value-enhancing proposal. The Dissidents have only suggested initiatives that
were either ongoing at the Company long before the Dissidents acquired their
Clarus shares or have already been adopted by your Board.

         The Dissidents have no credible plan for Clarus' stockholders. The
Dissidents claim they intend to sell Clarus' assets and "fully" redeploy Clarus'
cash and assets. However, they have not specified in their proxy materials or
letters to stockholders how a sale would be accomplished or why a sale is
desirable. The Dissidents have not disclosed whether they are proposing a sale
to an affiliate of Mr. Kanders, the feasibility of implementing such a sale or
the basis for the Dissidents' belief that a sale can be consummated. Further,
the Dissidents have now revealed that, if elected, they may use the Company's
cash reserves for unspecified purposes, a resource we have worked hard on your
behalf to protect and preserve and which now positions us to pursue the best
strategic alternative on your behalf. Consistent with their evasive behavior and
having no familiarity with our industry, the Dissidents provide no insight into
how they would use the Company's cash or the type of acquisition they would
pursue. We simply ask what are the Dissidents' intentions for your Company? We
believe that this information is necessary to assist you - the true owners of
Clarus - in your analysis and evaluation. If the Dissidents will not tell you or
your Board their plans for the assets and cash of your Company, how can you
trust them to protect the value of your investment?

         In our view, the Dissidents are SHORT-TERM SPECULATORS who have little
understanding of Clarus and have no interest in creating long-term value for
Clarus' stockholders. The Dissidents began purchasing their Clarus shares just
two and a half weeks prior to informing the Company that they were seeking
election to the Clarus Board and they bought a substantial majority of their
shares after initiating their efforts to get themselves elected to your Board.
The Dissidents also purchased their Clarus shares at a price near its all-time
low; yet, they attempt to mislead you by using arbitrary and inappropriate
comparisons to the highest historical points in our stock price - high points
that were reached long before the Dissidents became Clarus stockholders. In
addition, the Dissidents proposed their nominees to the Clarus Board before ever
attempting to speak or meet with any member of Clarus' Board or management team.
These facts raise considerable doubt as to the Dissidents' motives and intent.
Clarus management has consistently made itself available to listen to and
interact with our stockholders. We strongly believe that the Dissidents are not
interested in building long-term value for all Clarus stockholders; rather, they
are only looking after their own short-term self-serving financial interests.

                                    - more -

<PAGE>

                                      - 3 -

                YOUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU DO NOT
           SUPPORT THE DISSIDENTS' NOMINEES OR RETURN ANY GREEN PROXY
    CARD SENT TO YOU BY THE DISSIDENTS - EVEN AS A PROTEST VOTE AGAINST THEM

                       IT COMES DOWN TO A MATTER OF TRUST

         Continuity of leadership at Clarus is critical to our ability to
execute on our new and ongoing initiatives. This is a critical time for your
Company, both in terms of the current environment in our industry and the
current stage of our strategic planning. During the past six months, in response
to the challenges facing Clarus and the software industry as a whole, your Board
and management team have been pursuing a business plan designed to enhance value
for all Clarus stockholders - and we are beginning to reap the benefits of this
plan. We are close to retaining an investment bank to assist the Company in
exploring strategic alternatives to maximize stockholder value, which we expect
to announce shortly. The Company is in preliminary discussions regarding a
potential value-enhancing strategic transaction. We believe that in order to
maximize value for all of our stockholders, identifying the ideal partner,
understanding our products and market, and depicting the value to potential
buyers will take precisely the expertise of software and industry veterans that
your Board's nominees possess. NOW IS NOT THE TIME FOR A CHANGE IN LEADERSHIP -
we believe electing the Dissidents' hand-picked slate to the Clarus Board would
disrupt, if not destroy, the progress that Clarus has achieved over the past
five quarters and could create a split Board which may be harmful to the value
of your Clarus investment.

         Clarus' independent director nominees are fully committed to the
Company's long-term success and pursuing initiatives to enhance value for all
Clarus stockholders. Clarus' stockholders deserve a Board that has direct
operational experience in the software industry and a thorough understanding of
Clarus' markets, products and strategies to recognize and maximize Clarus'
opportunities and execute the Company's business strategy, as well as a Board
with no hidden agenda. Your Board strongly believes that its three independent
director nominees for re-election - Todd Hewlin, Mark Johnson and Tripp Rackley
- - are the most qualified to execute on Clarus' strategy and business plan and
lead the Company through the current environment. Each of the Board's nominees
has extensive experience in the technology industry, including experience
advising technology companies through evolving strategies, including
acquisitions and divestitures. Additionally, six of the seven members of your
current Board, including the three current Clarus nominees, are independent
directors. We believe that the Dissidents' lack of experience in the technology
industry and their experience in unrelated industries does not qualify them to
serve on your Board of Directors.

                DON'T LET THE DISSIDENTS DERAIL CLARUS' PROGRESS

                                    - more -

<PAGE>

                                      - 4 -

             YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL
              CLARUS STOCKHOLDERS VOTE FOR YOUR BOARD'S NOMINEES.
        PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY

            WE URGE YOU TO DISCARD ANY GREEN PROXY CARD AND ANY OTHER
              MATERIALS THAT MAY BE SENT TO YOU BY THE DISSIDENTS

                       YOUR VOTE IS EXTREMELY IMPORTANT --
                  NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

         As always, we will keep you fully informed as events unfold in the
coming weeks. Thank you for your continued support.

                                       On behalf of your Board of Directors,


                                       Stephen P. Jeffery
                                       Chairman

- --------------------------------------------------------------------------------
If your shares are registered in your own name, please sign, date and mail the
enclosed WHITE Proxy Card to Georgeson Shareholder Communications Inc. in the
enclosed self-addressed, stamped envelope today.

If your shares are held in the name of a brokerage firm, bank nominee or other
institution, please sign, date and mail the enclosed WHITE Proxy Card in the
self-addressed, stamped envelope provided.

After signing the enclosed WHITE Proxy Card do not sign or return any green
proxy card sent to you by the Dissidents. Remember - only your latest dated
proxy will determine how your shares are to be voted at the meeting.

If you have any questions or need assistance in voting your shares, please
contact our proxy solicitor.

                          [LOGO] GEORGESON SHAREHOLDER
                                 COMMUNICATIONS INC.


                           17 State Street, 10th Floor
                               New York, NY 10004
                        Banks and Brokers (212) 440-9800
                   Stockholders Call Toll Free (866) 219-9662
- --------------------------------------------------------------------------------
                                    - more -

<PAGE>

                                      - 5 -

This letter contains certain forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Information
in this letter includes our beliefs, hopes, expectations, intentions and
strategies relating to our future results, including certain projections
regarding profitability and business trends. Assumptions relating to
forward-looking statements involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Actual results could differ materially
from those projected in the forward-looking statement as a result of certain
risks, including the risk that we may not achieve the future financial and
strategic results currently anticipated, that we may not enhance stockholder
value as currently anticipated in our business plan or that we may not complete
a strategic transaction with a party with whom we are currently in discussions.
We cannot guarantee our future performance. There can be no assurance that any
transaction will result from our review of strategic alternatives or from our
retention of an investment bank. All forward-looking statements contained in
this letter are based on information available as of the date of this letter and
we assume no obligation to update the forward-looking statements contained
herein. When used in this letter, the words "intend," "believe" and "expect" and
similar expressions are intended to identify forward-looking statements. In
light of the significant uncertainties inherent in the forward looking
information included in this letter, you should not regard the inclusion of such
information as our representation that we will achieve any strategy, objectives
or other plans.

About Clarus
Atlanta-based Clarus Corporation (NASDAQ: CLRS, www.claruscorp.com) delivers
applications that help companies dramatically reduce costs by driving the
inefficiencies out of the end-to-end procurement process - from sourcing, to
procurement, to settlement. The Clarus solutions are designed for rapid
production deployment at the lowest total cost of ownership. Clarus products are
built exclusively on the Microsoft.NET platform, making them easy to implement,
manage, and integrate with existing IT infrastructures. Clarus solutions have
garnered many prestigious awards, including Microsoft's 2000 Global eCommerce
Solution of the Year. Clarus solutions are deployed globally at customer sites
including: BarclaysB2B, the Burlington Northern and Santa Fe Railway Company,
Cox Enterprises, MasterCard International, Union Pacific Corporation,
Smurfit-Stone Container Corporation, Parsons Brinckerhoff, and Wachovia
Corporation.

                                    - more -

<PAGE>

                                      - 6 -

In connection with its upcoming Annual Meeting of Stockholders, the Company
filed a definitive proxy statement with the Securities Exchange Commission (the
"SEC") on April 29, 2002. CLARUS STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Detailed information
regarding the names, affiliation and interests of individuals who may be deemed
participants in the solicitation of proxies from Clarus stockholders is
contained in the definitive proxy statement. Investors and security holders may
obtain a free copy of the definitive proxy statement, any amendments thereto and
other documents filed by Clarus with the SEC for free at the SEC's Internet
website at www.sec.gov. Stockholders of Clarus may also obtain free copies of
the definitive proxy statement and other documents filed by Clarus in connection
with the Annual Meeting by directing a request to: Clarus Corporation at 3970
Johns Creek Court, Suwanee, Georgia 30024, Attention: Kevin Acocella, email:
Investor_Relations@claruscorp.com.

                                      # # #


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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