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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000931763-02-001699.txt : 20020513
<SEC-HEADER>0000931763-02-001699.hdr.sgml : 20020513
ACCESSION NUMBER:		0000931763-02-001699
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020513

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:		02643370

	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>

May 13, 2002

WARREN B. KANDERS
c/o Kanders and Company, Inc.
Two Soundview Drive
Greenwich, Connecticut 06830

Dear Mr. Kanders,

     As we have indicated to you in our previous correspondence, the Clarus
Board of Directors is always interested in the opinions of the Company's
stockholders. That is why we treat with great seriousness the issues that you
raise in your May 10, 2002 letter, and in the press release issued on the same
day. The Board believes that some of the assertions you make in your letter
distort the record, and feels it is necessary to correct any statements that
might mislead our stockholders.

     Your group has, to date, not presented any specific proposals or plans for
Clarus, except for initiatives that were either ongoing at the Company long
before your recent purchase of Clarus shares or have already been adopted by the
Board. You have proposed "utilizing the services of a recognized investment
banking firm," an action the Company has recently announced. Your plans have
otherwise been expressed only as a list of vague possibilities, "including the
possible sale of Clarus' e-business technology, the sale of the entire Company
or fully utilizing or redeploying Clarus' other assets to acquire income
generating businesses." At no time have you provided greater detail to public
stockholders or to the Board and management of the Company. In the absence of
such detail and given that you initiated a proxy contest just weeks after
acquiring your investment in Clarus, we, like other Clarus stockholders, can
only speculate about your true intentions for the Company, its assets and its
cash reserves.

     We have repeatedly expressed our willingness to give your group an
opportunity to make a presentation to the Board with respect to your ideas. As
we have made clear in the letters to your counsel, which we filed with the SEC
on May 7, 2002, our only condition for a meeting has been that your group
provide information regarding its intentions, plans and proposals prior to the
meeting. You have never responded to our request and, to date, no meeting has
been held. Based on your unwillingness to provide this information, we can only
speculate as to why, if you were truly interested in building value for Clarus'
stockholders, you would not provide this information to the Board.

     The Company's recent announcements that it has retained an investment bank
and is in preliminary discussions regarding a potential value-enhancing
strategic transaction are the fulfillment of our plans set forth in the
Company's April 24, 2002 press release. At the time, we stated that: "the Clarus
Board of Directors has determined that the company should, in addition to
executing its organic growth strategies, retain a financial advisor to explore
strategic alternatives, including the evaluation of strategic partners that
would enable Clarus to more rapidly achieve its growth and scale objectives and
to become part of a larger organization with substantial critical mass and a
more expansive platform."



<PAGE>

     It is disingenuous for you to protest on May 10 that we have achieved
progress on the actions we announced on April 24. We believe that any long-term
stockholder with an interest in maximizing the value of their Clarus investment
would support our plan. In fact, we are pleased with the response we have
received from stockholders regarding our plans to maximize stockholder value. As
the actions that the Board has announced happen to be consistent with those that
you have called for, we are frankly surprised that you have expressed such
displeasure with our announcements or have objected to our retaining the
respected firm U.S. Bancorp Piper Jaffray. This again raises troubling questions
about your intentions for the Company.

     We further believe that it is misleading to stockholders to imply that by
fulfilling our fiduciary obligations as Directors of the Company we are doing
anything other than protecting the interests of all Clarus stockholders. If a
transaction were to result from our current exploration of strategic
alternatives, as in any corporate transaction, stockholders would have the
opportunity to make their voices heard.

     The disruptive effect of your recent communications is obvious and we have
been unable to determine the basis for your belief that your conduct is
beneficial to the Company or its stockholders. We believe that the interests of
the Company would be best served if you would cease your current course of
action and allow the Board and management to focus on their efforts to execute
on the Company's business plan and enhance stockholder value.

     Clarus is operating under the guidance of a Board that is knowledgeable
about the Company and its industry. The process that has led to our announcement
on April 24 that the Company is evaluating strategic alternatives has been
ongoing since October of last year. This process is being conducted in an
orderly fashion consistent with the fiduciary duties of the Board. We hope that
you will act in the best interests of the Company and come to support this plan
as many other stockholders of Clarus have done.

                                     On behalf of the Clarus Board of Directors,


                                     Stephen P. Jeffery
                                     Chairman



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