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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000931763-02-001959.txt : 20020520
<SEC-HEADER>0000931763-02-001959.hdr.sgml : 20020520
<ACCEPTANCE-DATETIME>20020517192629
ACCESSION NUMBER:		0000931763-02-001959
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020520

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:		02656992

	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 RESPONDS TO DISSIDENTS' EVER-SHIFTING PLANS FOR COMPANY

    Election Of Dissidents Would Disrupt Clarus' Orderly Process To Evaluate
                Potential Value-Enhancing Strategic Transactions

  Time is Short: Company Urges Stockholders To Vote Today FOR The Clarus Board
                        Nominees On The WHITE Proxy Card

Atlanta - May 17, 2002 - Clarus Corporation (NASDAQ: CLRS) today made the
following statement regarding the latest public statements about the plans of
the Dissident stockholders led by Warren Kanders (the "Dissidents") for the
Company and its assets:

Today's announcement by the Dissidents offers nothing to Clarus stockholders.
The Clarus Board believes that the Dissidents' May 17, 2002 press releases make
clear that the Dissidents have no real plan for the Company, nor any interest in
maximizing value for all stockholders. With the Company's May 21, 2002 Annual
Meeting of Stockholders only days away, the Dissidents continue to employ
desperate, last ditch tactics designed to confuse and mislead Clarus
stockholders. After earlier announcing that they intended to "use" Clarus' cash
(for unspecified purposes), the Dissidents have now reversed themselves and have
adopted the Company's own strategy, touting it themselves in an eleventh-hour
attempt to influence votes.

The Board is already evaluating strategic alternatives in an orderly fashion
consistent with its fiduciary duties. Clarus is operating under the guidance of
a Board that is knowledgeable about the Company and its industry and is fully
committed to exploring strategic alternatives to maximize value for all Clarus
stockholders.

The Company believes that 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 stockholders' Clarus investment.

A SPLIT BOARD COULD HAMPER THE COMPANY'S ABILITY TO ENGAGE IN A VALUE-ENHANCING
TRANSACTION. Independent experts agree -- Institutional Shareholder Services
(ISS), the nation's leading independent proxy advisory firm, stated that
electing the Dissidents' nominees "could even be disruptive to the company's
current efforts."

                                    - more -

<PAGE>

                                      - 2 -

Steve Jeffery, Chairman and Chief Executive Officer of Clarus, said, "Since the
Dissidents initiated their efforts we have maintained our strong belief that the
Dissidents are not interested in creating value for all Clarus stockholders;
rather, they are only looking after their own short-term, self-serving financial
interests. Why else would they initiate a proxy contest only weeks after
investing in Clarus and without speaking with us? The Dissidents continue to
scramble to provide Clarus stockholders with ever-shifting reasons to vote for
the Dissident nominees. Their latest ploy reveals their disregard for the
interests of all Clarus stockholders. We believe that if they are astute
business people as they claim, the Dissidents must know perfectly well that
maximum value for stockholders would not be generated by the kind of desperate
fire-sale they are now proposing. The Clarus Board and management are aware of
their responsibilities to stockholders and are taking all the steps necessary to
fulfill our promises to them. We are conducting a careful and orderly process to
evaluate potential strategic transactions. In fact, we are already in
preliminary discussions regarding a potential value-enhancing strategic
transaction."

Mr. Jeffery added, "We strongly believe that this ever-shifting platform should
cause stockholders to questions the Dissidents' real motivations for attempting
to gain control over a substantial portion of the Board. The Dissidents
originally told stockholders that their plans included "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."
Given the chameleon-like nature of their "plan" for Clarus, we believe it is
reasonable for stockholders to conclude that getting elected to the Board is
merely a tactic that will allow the Dissidents to implement some still unstated
objective that would serve the interests of the Dissidents and only them."

 "We continue to be 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.

Mr. Jeffery added, "It is disingenuous for the Dissidents to protest that the
Company has questioned their credibility while at the same time continuing to
make false and misleading statements regarding Clarus' Board and management. As
the Dissidents should be well aware, the Company has no consulting arrangements
with any of its directors. Furthermore, the record clearly shows that the
Company has formulated and put into action a CONCRETE PLAN to reduce operating
expenses and enhance stockholder value. ISS, the only independent third-party to
have the opportunity to evaluate and analyze in detail the positions of both
parties, recommended that Clarus stockholders vote FOR the Company nominees on
the WHITE proxy card and stated in its report:

`[M]anagement has demonstrated that it is cognizant of the challenges facing the
company and has taken concrete steps to deal with the implications of the
ongoing decline in tech spending. The company has pursued a strategy of
preserving cash to ensure the company's ability to either ride out the slowdown
in tech spending or be in a comfortable position to negotiate a potential sale
at the best terms possible. The company has reduced its head count by over
three-quarters, and has realized significant improvements in EBITDA, operating
expenses, and cash burn.'"*

                                    - more -

<PAGE>

                                      - 3 -

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.

This release contains certain forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Information
in this release includes our beliefs, hopes, expectations, intentions and
strategies relating to our future strategies. 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 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 strategic
transaction will result from our preliminary negotiations. All forward-looking
statements contained in this release are based on information available as of
the date of this release and we assume no obligation to update the
forward-looking statements contained herein. When used in this release, 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 release, you should
not regard the inclusion of such information as our representation that we will
achieve any strategy, objectives or other plans.

                                    - more -


<PAGE>

                                      - 4 -

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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