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<SEC-DOCUMENT>0000950136-04-003255.txt : 20041004
<SEC-HEADER>0000950136-04-003255.hdr.sgml : 20041004
<ACCEPTANCE-DATETIME>20041004171511
ACCESSION NUMBER:		0000950136-04-003255
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20040930
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041004
DATE AS OF CHANGE:		20041004

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		041063377

	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>
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<BODY><PRE><PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 30, 2004
                                                        ------------------

                               Clarus Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)

        Delaware                       000-24277                58-1972600
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
     of incorporation)                                       Identification No.)


 One Landmark Square, 22nd Floor Stamford CT                   06901
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: 203-428-2000
                                                    ------------



<PAGE>



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On October 1, 2004, the Company announced that the Nasdaq Listing Qualifications
Panel (the "Panel") notified the Company on October 1, 2004, that the Company's
securities would be delisted from the Nasdaq National Market effective with the
open of business on Tuesday, October 5, 2004. The notice follows the Company's
announcement on September 30, 2004, that it had terminated its previously
announced negotiations to acquire a significant operating company. As a result
of the termination of such negotiations, the Company was unable to fulfill
previously disclosed conditions imposed by the Panel for the Company's
securities to remain listed on the Nasdaq National Market set forth in the
Panel's letter of September 20, 2004. The September 20th letter stated that,
pursuant to the Company's request, the Panel had decided to permit the Company's
common stock to remain listed on the Nasdaq National Market through September
30, 2004, provided that, among other requirements, on or before September 30,
2004, the Company submitted to Nasdaq a copy of a definitive agreement for the
acquisition of an operating entity and on or before November 10, 2004,
consummated the acquisition. Prior to receipt of the September 20th letter, and
as previously disclosed, the Panel had determined that the Company was a "public
shell" and due to policy concerns raised under Nasdaq Marketplace Rules 4300 and
4300(a)(3), the Company's securities would be delisted on September 8, 2004,
unless on or before September 8, 2004, the Company submitted to Nasdaq a copy of
a definitive agreement for the acquisition of an operating entity and on or
before September 15, 2004, consummated the acquisition. The Company considered
those earlier deadlines impractical and formally requested their extension which
was granted by the Panel in its September 20th letter. Because the Company was
unable to comply with the Panel's requirements, the Company's securities will be
delisted from the Nasdaq National Market effective with the open of business on
Tuesday, October 5, 2004. Additional information concerning this matter is set
forth in the Company's October 1, 2004 and September 30, 2004 press releases,
copies of which are attached as Exhibits 99.1 and 99.2, respectively, to this
Form 8-K and which are incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are included pursuant to Item 601 of
Regulation S-K:

         Exhibit 99.1 Press Release dated October 1, 2004.

         Exhibit 99.2 Press Release dated September 30, 2004.



<PAGE>



                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      CLARUS CORPORATION

Date: October 4, 2004                 By: /s/ Nigel P. Ekern
                                          -----------------------------
                                          Nigel P. Ekern
                                          Chief Administrative Officer



<PAGE>



                                  EXHIBIT INDEX

 Number                                Exhibit
 ------                                -------

 Exhibit 99.1                          Press Release dated October 1, 2004

 Exhibit 99.2                          Press Release dated September 30, 2004












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<PAGE>

CLARUS CORPORATION ANNOUNCES NASDAQ DELISTING EFFECTIVE OCTOBER 5, 2004


     STAMFORD, Conn., Oct. 1, 2004 -- Clarus Corporation (Nasdaq: CLRS) today
announced that the Nasdaq Listing Qualifications Panel (the "Panel") today
notified the Company that the Company's securities will be delisted from the
Nasdaq National Market effective with the open of business on Tuesday, October
5, 2004. The notice follows the Company's disclosure on September 30, 2004, that
it had terminated its previously announced negotiations to acquire a significant
operating company. As a result of the termination of such negotiations, the
Company was unable to fulfill previously disclosed conditions imposed by the
Panel for the Company's securities to remain listed on the Nasdaq National
Market.

     Because the delisting of the Company's securities from Nasdaq is being made
pursuant to Marketplace Rules 4300 and 4330(a)(3), the Company's securities are
not eligible for immediate quotation on the OTC Bulletin Board (the "OTCBB") or
the Pink Sheets Electronic Quotation Service (the "Pink Sheets") and application
for listing must be made by a market-maker using the standard listing
procedures. The Company has not determined whether it intends at a future date
to coordinate with a market-maker in the Company's securities in order to
initiate trading of the Company's common stock on either the OTCBB or the Pink
Sheets. However, the Company fully intends to remain compliant with its
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

     The Company's common stock is currently subject to acquisition restrictions
in order to help assure the preservation of its net operating loss
carry-forwards. The Company's certificate of incorporation generally restricts
direct and indirect acquisitions of its equity securities if such acquisition
will affect the percentage of the Company's capital stock owned by a 5%
stockholder, as defined in the certificate of incorporation.

     This press release contains forward-looking statements within the meaning
of the Securities Act of 1933 and the Exchange Act. Information in this release
includes Clarus' beliefs, expectations, intentions and strategies regarding
Clarus and its future. Assumptions relating to the 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 statements as a result of certain risks. All forward-looking
statements contained in this release are based on information available to
Clarus as of the date of this release and Clarus assumes no obligation to update
the forward-looking statements contained herein.



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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>file003.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
<HTML><HEAD><TITLE></TITLE></HEAD><BODY><PRE>
<PAGE>

CLARUS CORPORATION TERMINATES ACQUISITION NEGOTIATIONS; SECURITIES TO BE
DELISTED FROM NASDAQ


     STAMFORD, Conn., Sept. 30, 2004 -- Clarus Corporation (Nasdaq: CLRS) today
announced that it had terminated its previously announced negotiations to
acquire a significant operating company. As a result of the termination of such
negotiations, the Company will be unable to fulfill previously disclosed
conditions imposed by the Nasdaq Listing Qualifications Panel (the "Panel") for
the Company's securities to remain listed on the Nasdaq National Market set
forth in the Panel's letter of September 20, 2004.

     The September 20th letter stated that, pursuant to the Company's request,
the Panel had decided to permit the Company's common stock to remain listed on
the Nasdaq National Market through September 30, 2004, provided that, among
other requirements, on or before September 30, 2004, the Company submitted to
Nasdaq a copy of a definitive agreement for the acquisition of an operating
entity and on or before November 10, 2004, consummated the acquisition. Prior to
receipt of the September 20th letter, and as previously disclosed, the Panel had
determined that due to concerns raised under Nasdaq Marketplace Rules 4300 and
4300(a)(3) regarding the Company's status as a "public shell," the Company's
securities would be delisted on September 8, 2004, unless on or before September
8, 2004, the Company submitted to Nasdaq a copy of a definitive agreement for
the acquisition of an operating entity and on or before September 15, 2004,
consummated the acquisition. The Company considered those earlier deadlines
impractical and formally requested their extension, which was granted by the
Panel in its September 20th letter. Although after receiving the September 20th
letter the Company diligently continued its negotiations with the seller to
finalize an agreement, it was unable to do so. Because those efforts have been
terminated, the Company will be unable to comply with the Panel's requirements,
and therefore anticipates that the Company's securities will be delisted from
the Nasdaq National Market after September 30, 2004, pursuant to the Panel's
September 20th letter. The Company will take a charge against earnings in the
third quarter to reflect the write-off of expenses associated with the
negotiation of the proposed acquisition.

     "We are disappointed that despite our diligent efforts, we were unable to
reach a definitive agreement with respect to this transaction. While we will
therefore be unable to comply with the deadlines established by the Panel, we
will nonetheless continue in our efforts to redeploy the Company's assets and
use its substantial cash and net operating loss carry-forwards to enhance
stockholder value," said Warren B. Kanders, the Company's Executive Chairman of
the Board.

     "Following delisting from Nasdaq, if and when the Company consummates a
suitable transaction, we intend to list our securities on an appropriate
national exchange," continued Mr. Kanders.

     There is no assurance that the Company will be able to consummate a
suitable transaction, and if it does so, whether the Company would be able to
list its securities on a national exchange.

     The Company's common stock is currently subject to acquisition restrictions
in order to help assure the preservation of its net operating loss
carry-forwards. The Company's certificate of incorporation generally restricts
direct and indirect acquisitions of its equity securities if such acquisition
will affect the percentage of the Company's capital stock owned by a 5%
stockholder, as defined in the certificate of incorporation.

     Because the delisting of the Company's securities from Nasdaq is being made
pursuant to Marketplace Rules 4300 and 4330(a)(3), the Company's securities are
not eligible for immediate quotation on the OTC Bulletin Board (the "OTCBB") or
the Pink Sheets Electronic Quotation Service (the "Pink Sheets") and application
for listing must be made by a market-maker using the standard listing
procedures. The Company has not determined whether it intends at a future date
to coordinate with a market-maker in the Company's securities in order to
initiate trading of the Company's common stock on either the OTCBB or the Pink
Sheets. However, the Company fully intends to remain compliant with its
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

     This press release contains forward-looking statements within the meaning
of the Securities Act of 1933 and the Exchange Act. Information in this release
includes Clarus' beliefs, expectations, intentions and strategies regarding
Clarus and its future. Assumptions relating to the 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 statements as a result of certain risks including our inability
to execute successfully our planned effort to redeploy our assets to enhance
stockholder value. All forward-looking statements contained in this release are
based on information available to Clarus as of the date of this release and
Clarus assumes no obligation to update the forward-looking statements contained
herein.



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