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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000931763-02-001937.txt : 20020516
<SEC-HEADER>0000931763-02-001937.hdr.sgml : 20020516
<ACCEPTANCE-DATETIME>20020516172750
ACCESSION NUMBER:		0000931763-02-001937
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020516

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:		02655469

	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>


Contact:
Matthew Sherman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

FOR IMMEDIATE RELEASE

          CLARUS URGES STOCKHOLDERS TO VOTE TODAY FOR THE CLARUS BOARD
                        NOMINEES ON THE WHITE PROXY CARD

          Company Reiterates Commitment To Maximizing Stockholder Value

            Confident That Clarus Stockholders Recognize Dissidents'
                           Campaign Of Misinformation

Atlanta - May 16, 2002 - Clarus Corporation (NASDAQ: CLRS) today reiterated its
Board of Directors' continuing commitment to exploring strategic alternatives to
maximize value for all Clarus stockholders. The Clarus Board believes that the
Dissident stockholders led by Warren Kanders (the "Dissidents") have not put
forth any credible plan for Clarus stockholders to consider. With the Company's
May 21, 2002 Annual Meeting of Stockholders rapidly approaching, the Dissidents
have resorted to desperate, last ditch efforts filled with false, misleading and
inaccurate comments and ever-shifting reasons to support their hand-picked
nominees to the Clarus Board.

Contrary to misleading public statements by the Dissidents, Institutional
Shareholder Services (ISS), the nation's leading independent proxy advisory
firm, stated that "the dissident group has failed to offer an alternative
strategic plan or proof of management transgressions that would warrant handing
the dissidents nearly half of the board," "The dissidents, by contrast, have
offered little in the way of concrete details on an alternative course of
action" and "We conclude that the dissidents have not offered shareholders
enough, in the way of a strategic plan for restoring shareholder value, to
warrant replacing three directors in one year."*

Clarus strongly believes that the efforts of the Dissidents, who acquired their
Clarus shares only slightly more than two months ago, are designed to achieve
one goal, and one goal only - for Mr. Kanders and his hand-picked associates to
gain substantial influence over the Company without providing value to all
Clarus stockholders. In fact, ISS stated in its report, "[W]e are unable to
entirely dismiss management's concern that the dissident nominees may be focused
more on short-term uses of the company's cash than long-term measures to enhance
shareholder value."*

The Dissidents have made a number of unwarranted attacks against the Company's
corporate governance practices. ISS, renowned for its expertise in corporate
governance, recommended that Clarus stockholders vote FOR the Clarus Board
nominees at the Company's Annual Meeting. Six of the seven members of the
current Clarus Board, including the three current Clarus nominees, are
independent directors and all are fully committed to taking all necessary steps
to maximize stockholder value. Contrary to the Dissidents' misstatements, the
Company has no consulting arrangements with any of its directors. The
Dissidents' public statements on this matter are simply false.

Steve Jeffery, Chairman and Chief Executive Officer of Clarus, said, "The
Dissidents' eleventh-hour tactics seek to erect a smokescreen around the real
issue here - maximizing stockholder value. Since the Dissidents initiated their
efforts, they have scrambled to provide Clarus stockholders with ever-shifting
reasons to vote for the Dissident nominees. Their continued saber-rattling is
nothing more than a distraction for Clarus stockholders."

<PAGE>


                                      - 2 -

"We are pleased with the responses we have received from stockholders regarding
our plans to maximize stockholder value. We are confident that Clarus
stockholders will reach the same conclusion as ISS and recognize that the
Dissidents have not put forth any value-enhancing proposal or credible plan to
consider," continued Mr. Jeffery. "The Clarus Board has been actively exploring
and evaluating various strategic alternatives for the Company. In fact, we are
already in preliminary discussions regarding a potential value-enhancing
strategic transaction.

The Clarus Board strongly believes that the interests of all Clarus stockholders
would be best served by voting the WHITE proxy card for the independent Clarus
Board nominees. Mr. Jeffery added, "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. But
don't just take our word for it - ISS stated that electing the Dissidents'
nominees `could even be disruptive to the company's current efforts.'"*

Mr. Jeffery concluded, "In our view, the Dissidents' experience in unrelated
industries does not qualify them to serve on the Clarus Board. The Dissidents
have little experience in the technology industry and do not offer Clarus
stockholders the necessary expertise or insight into the unique strategic and
operational issues faced by a provider of e-commerce solutions. We believe it is
clear that the Clarus Board nominees have the requisite industry experience that
will be critical to the success of this Company's strategic plan."

The Clarus Board urges all stockholders to vote today for the Clarus Board
nominees on the WHITE proxy card. Your vote is very important, no matter how
many or how few shares you own. The Company noted that if Clarus stockholders
have not already signed, dated and returned the WHITE proxy card, they should
SIGN AND RETURN THIS CARD TODAY. The prompt return of your signed and dated
WHITE proxy card will ensure that your vote is counted in favor of Clarus'
directors. Failure to vote your WHITE proxy will have the same effect as a vote
against your Board. Clarus stockholders are urged to discard any green proxy
card or other materials they may receive. For more information about how to
vote, stockholders can call the Company's proxy solicitor, Georgeson Shareholder
Communications Inc. toll-free at (866) 219-9662.

About Clarus

Atlanta-based Clarus Corporation (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.

* Permission to use quotations was neither sought nor obtained.

<PAGE>

                                      - 3 -

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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