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                                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.


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         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_]  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
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     (4) Date Filed:

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Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)



<PAGE>

                                 [CLARUS LOGO]

Dear Fellow Clarus Stockholder:

   As you may know, a group of dissident stockholders comprised of Warren
Kanders, Burtt Ehrlich and Nicholas Sokolow (collectively, the "Dissidents")
have announced that they intend to solicit proxies for their election as
directors at your Company's upcoming Annual Meeting of Stockholders. Your
Board of Directors unanimously recommends that you do not support the
Dissidents' nominees. We urge you to vote your shares FOR Clarus' nominees by
signing, dating and returning the enclosed WHITE proxy card today. DO NOT
return any green proxy card sent to you by the Dissidents--even as a protest
vote against them.

                  CLARUS AND ITS MANAGEMENT TEAM ARE CREATING
                  SHAREHOLDER VALUE AND IMPROVING OPERATIONS

   During the past five months, in response to the challenges facing Clarus
and the software industry as a whole, your Board and management have been
pursuing a business plan designed to enhance value for all Clarus
stockholders. Since October 2001, your Board has been working closely with The
Chasm Group, LLC, a leading strategic consulting firm specializing in the
technology industry, to evaluate the strategic direction of the Company and
our products, to assist Clarus in developing the Company's business plan and
to enhance our strategic focus. Main aspects of this plan include:

  .  Continued Exploration of Strategic Alternatives. The Clarus Board has
     determined that the Company should retain a financial advisor to assist
     us in exploring and evaluating strategic alternatives. These
     alternatives include, among others, evaluating strategic partners that
     would enable Clarus to more rapidly achieve its growth and scale
     objectives and to become part of a larger organization with more
     critical mass and a more expansive platform.

  .  Aggressive Reduction of Operating Expenses. In order to preserve the
     Company's strong cash position and improve our operational and financial
     flexibility, the Company has completed a program to reduce employee
     headcount 57 percent with a target of breakeven on a pro forma basis by
     the end of 2002. In addition, our services and support businesses are
     already cash flow positive and are expected to remain profitable in
     2002. We believe these decisive actions will enable Clarus to compete
     more effectively, continue to provide all of our customers and partners
     with industry-leading products and services, and deliver value to all of
     our stockholders.

  .  Significant Progress Towards Profitability. Over the past five quarters,
     Clarus has made progress toward profitability despite the challenging
     conditions faced by our industry. Clarus has already begun to realize
     the benefits of our cost-cutting initiatives and, together with our
     investments in product development and improved sales and marketing, we
     believe Clarus is positioned to achieve breakeven on a pro forma basis
     by the end of 2002.

  .  Continued focus on Clarus Sourcing, Procurement and Settlement(TM)
     products. We intend to continue our focus on driving sales of our
     sourcing, procurement and settlement products, directly and through
     selected channel partners. Clarus sourcing, procurement and settlement
     products are components of the emerging Supplier Relationship Management
     market and going forward we will continue to develop these products with
     the requirements of that market in mind.

  .  Management and Board. During the last 18 months Clarus has strengthened
     its management team and Board of Directors with the addition of Sean
     Feeney as Chief Operating Officer, who brings significant experience in
     management and sales from CheckFree Corporation, Dun & Bradstreet and
     Sales Technologies; Jim McDevitt as Chief Financial Officer, who has
     previous experience with Geac Computer Systems; and Tom Underhill as
     Vice President of Sales in EMEA, who has previous
<PAGE>

     experience with Sterling Commerce, an e-commerce solution provider. Most
     recently, Craig Potts has joined Clarus as Vice President of Sales in
     the Americas. Craig has extensive sales and marketing experience, having
     held sales and sales management positions at IBM, Accenture, and
     TenFold. Also during this time we added strategy consultant Todd Hewlin
     to our Board of Directors. Todd Hewlin is currently a Managing Director
     at The Chasm Group, a consulting practice focused on helping high
     technology companies achieve market leadership positions for their core
     products and services.

                  THE CLARUS NOMINEES ARE THE RIGHT DIRECTORS
                  WITH THE RIGHT EXPERIENCE AT THE RIGHT TIME

   Your Board of Directors strongly believes that our three independent
director nominees for re-election at the Annual Meeting of Stockholders--Todd
Hewlin, Mark Johnson and Brady L. "Tripp" Rackley, III--are the most qualified
to execute on Clarus' strategy and business plan and lead the Company through
the current environment. Todd Hewlin, Managing Director at The Chasm Group,
has served as a member of Clarus' Board since January 2002 and has over 12
years of experience helping technology companies develop and execute winning
business strategies. Mark Johnson, President and CEO of e-RM Partners LLC, a
venture capital company that invests in technology and electronic payment
companies, has served as a member of Clarus' Board since July 1998. Mr.
Johnson has also served in various capacities at CheckFree Corporation, a
supplier of financial e-commerce services, software and related products, most
recently as Vice Chairman, and served on the CheckFree Board for the past 17
years. Brady L. "Tripp" Rackley, III, an Entrepreneur in Residence at Noro-
Moseley Partners, a venture capital firm, has served as a member of Clarus'
Board since August 2000. Mr. Rackley was the Founder, Chairman and CEO of
nFront, Inc., a provider of comprehensive outsourced solutions, which was
acquired by Digital Insight Corp. in February 2000.

   Each of the Company's nominees for re-election has extensive experience in
the technology industry, including experience advising technology companies
through evolving strategies, including acquisitions and divestitures. Each of
our directors is fully committed to actively assisting Clarus' management to
help ensure the Company's long-term success. In addition, six of the seven
members of your Board of Directors (including the Company's three nominees)
are independent directors committed to pursuing all reasonable alternatives to
enhance value for all Clarus stockholders.

                  THE DISSIDENTS HAVE NO RELEVANT EXPERIENCE
                   AND OFFER NO PLAN FOR CLARUS STOCKHOLDERS

   We believe that the Dissidents have no interest in creating long-term value
for Clarus' stockholders. We believe electing the Dissidents 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 could be
harmful to the value of your Clarus investment. This is a critical time for
the Company, both in terms of the current environment in our industry and the
current stage of our strategic planning. We believe that continuity of
leadership is critical to our ability to execute on our new and ongoing
initiatives. Consider what the Dissidents are offering you and then decide for
yourself:

  .  The Dissidents' nominees have NO EXPERIENCE with the operations of a
     technology company and have never served on the Board of a publicly-held
     technology company. The Dissidents do not offer the Clarus stockholders
     the necessary expertise or insight into the unique strategic and
     operational issues faced by a provider of e-commerce solutions. The
     Dissidents' nominees only have experience on the boards of directors of a
     manufacturer of body armor for law enforcement personnel, a manufacturer
     of eyecare products, and a manufacturer of foot orthotics and gait-related
     products.

  .  We believe the Dissidents are SHORT-TERM speculators who have little
     understanding of Clarus--having purchased all of their Clarus shares during
     the last two months. The Dissidents have only been Clarus stockholders for
     two months, which raises doubt as to their intent to build long-term value
     for all of Clarus' stockholders as opposed to pursuing their own self-
     serving interests.

                                       2

<PAGE>

  .  We believe the Dissidents OFFER NOTHING to Clarus stockholders. To date,
     the Dissidents have not presented Clarus stockholders with any value-
     enhancing proposal. The Dissidents have only suggested initiatives which
     were either ongoing at the Company long before they acquired their
     Clarus shares or have already been adopted by your Board. More
     importantly, the Dissidents lack the experience of our nominees in
     evaluating and implementing the Company's business plan under the
     adverse industry-wide business conditions faced by the Company.

  .  The Dissidents were invited to meet with Clarus management but have not
     done so. Contrary to the Dissidents' claims, several weeks ago we
     invited the Dissidents to meet with us to discuss any strategic
     initiatives that they recommend we consider. To date, they have not
     accepted our invitation.

   We believe that Clarus' stockholders require 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. We believe that the
Dissidents' experience in unrelated industries does not qualify them to serve
on your Board of Directors.

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

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

   Clarus' Board of Directors unanimously recommends that you vote FOR the
Board's nominees. To vote your shares, please sign, date and return the
enclosed WHITE proxy card and mail it promptly in the enclosed self-addressed,
stamped envelope. Please do not return any green proxy card sent to you by the
Dissidents.

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


 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 self-addressed, stamped envelope provided 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.

                                   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


                                       3
<PAGE>

   As always, we will keep you informed as events unfold in the coming weeks.
In the meantime, you can best protect your investment by voting on the
enclosed WHITE proxy card today.

   Thank you for your continued support.

                                         On behalf of your Board of Directors,

                                         Stephen P. Jeffery
                                         Chairman

   This letter contains certain forward-looking statements related 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. 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.

                                       4

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