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<SEC-DOCUMENT>0001144204-05-013639.txt : 20050502
<SEC-HEADER>0001144204-05-013639.hdr.sgml : 20050502
<ACCEPTANCE-DATETIME>20050502165532
ACCESSION NUMBER:		0001144204-05-013639
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050502
DATE AS OF CHANGE:		20050502

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:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24277
		FILM NUMBER:		05791483

	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>10-K/A
<SEQUENCE>1
<FILENAME>v017113_10ka.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   (Mark One)
              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

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

           For the transition period from ____________ to ____________

                         Commission file number 0-24277

                               CLARUS CORPORATION

             (Exact name of Registrant as specified in its Charter)

               Delaware                            58-1972600
        (State of Incorporation)        (R.S. Employer Identification No.)

                              One Landmark Square
                          Stamford, Connecticut 06901
               (Address of principal office, including zip code)

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

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

    SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK,
                                par value $.0001

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive  proxy or information  statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). [X]

The aggregate market value of the voting stock and non-voting common equity held
by non-affiliates  of the Registrant at June 30, 2004 was  approximately  $160.0
million  based on $11.50 per share,  the  closing  price of the common  stock as
quoted on the Nasdaq National Market.

The number of shares of the  Registrant's  common stock  outstanding at March 1,
2005 was 16,787,814 shares.


<PAGE>

                       DOCUMENT INCORPORATED BY REFERENCE

Portions of our Proxy  Statement for the 2005 Annual Meeting of  Stockholders to
be filed with the  Securities  and  Exchange  Commission  within 120 days of the
Registrant's 2004 fiscal year end are incorporated by reference into Part III of
this report.

                                EXPLANATORY NOTE

The undersigned registrant hereby amends Item 15(d) of its Annual Report on Form
10-K for the year ended December 31, 2004 to include as Exhibit 99.1, the Annual
Report on Form 11-K for the Employee Stock  Purchase Plan of Clarus  Corporation
and the Global  Employee Stock Purchase Plan of Clarus  Corporation for the year
ended December 31, 2004 (as permitted by Rule 15d-21).

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (3) The following  Exhibits are hereby filed as part of this Annual Report
on Form 10-K:

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

            3.1   Amended  and  Restated  Certificate  of  Incorporation  of the
                  Company  (Incorporated  by  reference  from Exhibit 3.3 to the
                  Company's  Form S-1  Registration  Statement  (File  No.  333-
                  46685)).

            3.2   Amendment to Amended and Restated Certificate of Incorporation
                  (incorporated  by reference  from Exhibit 9.1 to the Company's
                  10-Q filed on August 14, 2000).

            3.3   Amendment to Amended and Restated Certificate of Incorporation
                  of the Company  (incorporated by reference from Exhibit 3.1 to
                  the Company's  Current  Report on Form 8-K,  filed on July 31,
                  2003).

            3.4   Amended and Restated  Bylaws of the Company  (incorporated  by
                  reference  from  Exhibit  3.2  to the  Company's  Registration
                  Statement on Form S-4 (File No. 333-63535)).

            3.5   Amendment  No. 1 to the  Amended  and  Restated  Bylaws of the
                  Company.  (filed as Exhibit 3.4 to Company's  Annual Report on
                  Form 10-K,  filed with the Securities and Exchange  Commission
                  on March 31, 2003 and incorporated herein by reference).

            4.1   See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for  provisions of the
                  Amended and Restated  Certificate of Incorporation and Amended
                  and  Restated  Bylaws of the  Company  defining  rights of the
                  holders of Common Stock of the Company.

            4.2   Specimen  Stock  Certificate  (incorporated  by reference from
                  Exhibit 9.1 to  Company's  Registration  Statement on Form S-1
                  (File No. 333-46685)).

            4.3   Restricted  Stock Agreement dated as of April 11, 2003 between
                  the Company and Warren B. Kanders  (incorporated  by reference
                  from Exhibit 4.1 to the  Company's  Form 10-Q filed on May 15,
                  2003). *

            10.1  Lease   Agreement   between   the   Company   and   Technology
                  Park/Atlanta,  Inc.  dated  July  24,  1998  (incorporated  by
                  reference  from  Exhibit  10.18  to  the  Company's  Form  S-4
                  Registration Statement (File No. 333-63535)).

            10.2  Assignment  and   Assumption  of  Leases  between   Technology
                  Park/Atlanta,  Inc. and  Metropolitan  Life Insurance  Company
                  dated July 24, 1998  (incorporated  by reference  from Exhibit
                  10.18 to the Company's Form S-4  Registration  Statement (File
                  No. 333-63535)).

            10.3  Asset  Purchase  Agreement,  dated  as of  October  17,  2002,
                  between   Epicor   Software   Corporation   and  the   Company
                  (incorporated  by reference  from Exhibit 2.1 to the Company's
                  Form 8-K filed on October 18, 2002).

<PAGE>

            10.4  Bill of Sale and Assumption Agreement, dated as of December 6,
                  2002,  between  Epicor  Software  Corporation  and the Company
                  (incorporated  by reference  from Exhibit 2.2 to the Company's
                  (Form 8-K filed on October 18, 2002).

            10.5  Trademark  Assignment  dated as of  December  6, 2002,  by the
                  Company in favor of Epicor Software Corporation, (incorporated
                  by reference  from Exhibit 2.3 to the Company's Form 8-K filed
                  on October 18, 2002).

            10.6  Patent  Assignment,  dated as of  December  6,  2002,  between
                  Epicor Software  Corporation and the Company  (incorporated by
                  reference  from Exhibit 2.4 to the Company's Form 8-K filed on
                  October 18, 2002).

            10.7  Noncompetition  Agreement,  dated  as  of  December  6,  2002,
                  between   Epicor   Software   Corporation   and  the   Company
                  (incorporated  by reference  from Exhibit 2.5 to the Company's
                  Form 8-K filed on October 18, 2002).

            10.8  Transition Services  Agreement,  dated as of December 6, 2002,
                  between   Epicor   Software   Corporation   and  the   Company
                  (incorporated  by reference  from Exhibit 2.7 to the Company's
                  Form 8-K filed on October 18, 2002).

            10.9  Escrow Agreement, dated as of December 6, 2002, between Epicor
                  Software  Corporation,  the  Company  and Branch  Bank & Trust
                  Company,  Inc.  (incorporated by reference from Exhibit 2.8 to
                  the Company's Form 8-K filed on October 18, 2002).

            10.10 Form of Indemnification  Agreement for Directors and Executive
                  Officers of the Company, (incorporated by reference as Exhibit
                  10.1 of the Company's Form 8-K filed on December 23, 2002).

            10.11 Employment  Agreement,  dated as of December 6, 2002,  between
                  the Company and Warren B. Kanders  (incorporated  by reference
                  from Exhibit 10.2 to the Company's  Form 8-K filed on December
                  23, 2002).*

            10.12 Employment  Agreement,  dated as of December 6, 2002,  between
                  the  Company and Nigel P. Ekern.  (incorporated  by  reference
                  from Exhibit 10.3 to the Company's  Form 8-K filed on December
                  23, 2002).*

            10.13 Consulting  Agreement,  dated as of December 6, 2002,  between
                  the Company and Stephen P. Jeffery  (incorporated by reference
                  from Exhibit 10.4 to the Company's  Form 8-K filed on December
                  23, 2002).*

            10.14 Amended and Restated  Stock  Incentive Plan  (incorporated  by
                  reference  from Exhibit 10.2 to the Company's  Form 10-Q filed
                  on August 14, 2000). *

            10.15 Employee   Stock   Purchase   Plan   of   Clarus   Corporation
                  (incorporated  by reference from Exhibit 10.3 to the Company's
                  Form 10-Q filed on August 14, 2000). *

            10.16 Global  Employee  Stock  Purchase  Plan of Clarus  Corporation
                  (incorporated  by reference from Exhibit 10.4 to the Company's
                  Form 10-Q filed on August 14, 2000). *

            10.17 Form of Nonqualified  Stock Option Agreement  (incorporated by
                  reference  from Exhibit 10.5 to the Company's  Form 10-Q filed
                  on August 14, 2000). *

            10.18 Stock  Incentive  Plan of Software  Architects  International,
                  Limited  (incorporated  by  reference  from Exhibit 2.2 to the
                  Company's Form 8-K filed on June 13, 2000). *

            10.19 2000   Declaration   of  Amendment   to  Software   Architects
                  International  Limited Stock Incentive Plan  (incorporated  by
                  reference  from Exhibit 2.3 to the Company's Form 8-K filed on
                  June 13, 2000). *

            10.20 1992  Stock   Option   Plan,   effective   November  22,  1992
                  (incorporated  by  reference  from  Exhibit  10.2 to Company's
                  Registration on Form S-1 (File No. 333-46685)). *

<PAGE>

            10.21 Amendment to 1992 Stock Option Plan (incorporated by reference
                  from  Exhibit 10.2 to the  Company's  Form 10-K filed on March
                  30, 2000). *

            10.22 Lease dated as of September 23, 2003 between Reckson Operating
                  Partnership,  L.P., the Company,  and Kanders & Company,  Inc.
                  (incorporated  by reference from Exhibit 10.1 to the Company's
                  10-Q filed on November 12, 2003).

            10.23 Transportation  Services  Agreement  dated as of December  18,
                  2003   between   Kanders   Aviation,   LLC  and  the   Company
                  (incorporated by reference from Exhibit 10.23 to the Company's
                  10-K filed on March 11, 2004).

            21.1  List of Subsidiaries  (incorporated  by reference from Exhibit
                  21.1 to the Company's 10-K filed on March 15, 2005).

            23.1  Independent   Registered   Public  Accounting  Firm's  Consent
                  (incorporated  by reference from Exhibit 23.1 to the Company's
                  10-K filed on March 15, 2005).

            23.2  Consent of Independent  Registered  Public  Accounting  Firm -
                  Employee Stock Purchase Plan of Clarus Corporation.

            23.3  Consent of Independent  Registered  Public  Accounting  Firm -
                  Global Employee Stock Purchase Plan of Clarus Corporation.

            31.1  Certification of Principal  Executive Officer,  as required by
                  Rule 13a-14(a) of the Securities Exchange Act of 1934.

            31.2  Certification of Principal  Financial Officer,  as required by
                  Rule 13a-14(a) of the Securities Exchange Act of 1934.

            32.1  Certification of Principal  Executive Officer,  as required by
                  Rule 13a-14(b) of the Securities Exchange Act of 1934.

            32.2  Certification of Principal  Financial Officer,  as required by
                  Rule 13a-14(b) of the Securities Exchange Act of 1934

            99.1  Annual  Report on Form 11-K for the  Employee  Stock  Purchase
                  Plan of  Clarus  Corporation  and the  Global  Employee  Stock
                  Purchase  Plan  of  Clarus  Corporation  for  the  year  ended
                  December 31, 2004.


      * Management contract or compensatory plan or arrangement.


<PAGE>



                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the Company has duly  caused this  amended  report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                               CLARUS CORPORATION

Date:  April 29, 2005

                                                 By: /s/ Nigel P. Ekern
                                                    ----------------------------
                                                    Nigel P. Ekern
                                                    Chief Administrative Officer


<TABLE>
<CAPTION>

     Signature                              Title                                                Date
<S>                                  <C>                                                  <C>
 /s/ Nigel P. Ekern                   Chief Administrative Officer                         April 29, 2005
- ------------------------------------- (principal executive officer)                       ------------------------------------------
Nigel P. Ekern

 /s/ Susan Luckfield                  Controller                                           April 29, 2005
- ------------------------------------- (principal financial officer)                       ------------------------------------------
Susan Luckfield

 /s/ Warren B. Kanders                Executive Chairman of the Board of Directors         April 29, 2005
- -------------------------------------                                                     ------------------------------------------
Warren B. Kanders

 /s/ Donald L. House                  Director                                             April 29, 2005
- -------------------------------------                                                     ------------------------------------------
Donald L. House

 /s Burtt R. Ehrlich                  Director                                             April 29, 2005
- -------------------------------------                                                     ------------------------------------------
Burtt R. Ehrlich

 /s Nicholas Sokolow                  Director                                             April 29, 2005
- -------------------------------------                                                     ------------------------------------------
Nicholas Sokolow

</TABLE>

<PAGE>



                                  EXHIBIT INDEX

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

23.2     Consent of Independent  Registered  Public  Accounting  Firm - Employee
         Stock Purchase Plan of Clarus Corporation.

23.3     Consent  of  Independent  Registered  Public  Accounting  Firm - Global
         Employee Stock Purchase Plan of Clarus Corporation.

31.1     Certification  of  Principal  Executive  Officer,  as  required by Rule
         13a-14(a) of the Securities Exchange Act of 1934.

31.2     Certification  of  Principal  Financial  Officer,  as  required by Rule
         13a-14(a) of the Securities Exchange Act of 1934.

32.1     Certification  of  Principal  Executive  Officer,  as  required by Rule
         13a-14(b) of the Securities Exchange Act of 1934.

32.2     Certification  of  Principal  Financial  Officer,  as  required by Rule
         13a-14(b) of the Securities Exchange Act of 1934.

99.1     Annual  Report on Form 11-K for the  Employee  Stock  Purchase  Plan of
         Clarus  Corporation  and the Global  Employee  Stock  Purchase  Plan of
         Clarus Corporation for the year ended December 31, 2004.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>2
<FILENAME>v017113_ex23-2.txt
<TEXT>

                                                                    EXHIBIT 23.2

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Clarus Corporation

We consent to the  incorporation  by  reference  in the  registration  statement
(Registration  No  333-42602)  on Form S-8 of Clarus  Corporation  of our report
dated April 27, 2005,  relating to the statements of financial  condition of the
Employee Stock  Purchase Plan of Clarus  Corporation as of December 31, 2004 and
2003,  and the related  statements of operations  and changes in plan equity for
each of the years in the three-year period ended December 31, 2004, which report
appears  in the  December  31,  2004,  annual  report  on Form  11-K  of  Clarus
Corporation.


/s/ KPMG LLP

Stamford, Connecticut
April 27, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>3
<FILENAME>v017113_ex23-3.txt
<TEXT>


                                                                    EXHIBIT 23.3

            Consent of Independent Registered Public Accounting Firm

The Board of Directors
Clarus Corporation

We consent to the  incorporation  by  reference  in the  registration  statement
(Registration  No  333-42602)  on Form S-8 of Clarus  Corporation  of our report
dated April 27, 2005,  relating to the statements of financial  condition of the
Global  Employee  Stock  Purchase Plan of Clarus  Corporation as of December 31,
2004 and 2003,  and the related  statements  of  operations  and changes in plan
equity for each of the years in the  three-year  period ended December 31, 2004,
which report  appears in the December  31, 2004,  annual  report on Form 11-K of
Clarus  Corporation.


/s/ KPMG LLP

Stamford, Connecticut
April 27, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>v017113_ex31-1.txt
<TEXT>


                                                                    EXHIBIT 31.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Nigel P. Ekern, certify that:

1. I have  reviewed  this  amendment  No. 1 to annual  report on Form  10-K/A of
Clarus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) Designed  such internal  control over  financial  reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(d)  Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

(a) All  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

(b) Any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date: April 29, 2005                        By: /s/ Nigel P. Ekern
                                            ------------------------------------
                                            Name:  Nigel P. Ekern
                                            Title: Chief Administrative Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>v017113_ex31-2.txt
<TEXT>


                                                                    EXHIBIT 31.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Susan Luckfield certify that:

1. I have  reviewed  this  amendment  No. 1 to annual  report on Form  10-K/A of
Clarus Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;

(b) Designed  such internal  control over  financial  reporting,  or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

(c) Evaluated the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and

(d)  Disclosed in this report any change in the  registrant's  internal  control
over  financial  reporting  that occurred  during the  registrant's  most recent
fiscal quarter (the registrant's  fourth fiscal quarter in the case of an annual
report) that has  materially  affected,  or is  reasonably  likely to materially
affect, the registrant's internal control over financial reporting;

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

(a) All  significant  deficiencies  and  material  weaknesses  in the  design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

(b) Any fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.


Date: April 29, 2005                                  By: /s/ Susan Luckfield
                                                          ----------------------
                                                          Name:  Susan Luckfield
                                                          Title: Controller

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>v017113_ex32-1.txt
<TEXT>


                                                                    EXHIBIT 32.1

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nigel P. Ekern,  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Amendment
No. 1 to Annual Report of Clarus  Corporation  on Form 10-K/A for the year ended
December 31, 2004,  fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 and that information  contained in
such  Amendment  No. 1 to Annual  Report on Form 10-K/A  fairly  presents in all
material  respects the  financial  condition and results of operations of Clarus
Corporation.


Date: April 29, 2005                         By: /s/ Nigel P. Ekern
                                                 -------------------------------
                                             Name:  Nigel P. Ekern
                                             Title: Chief Administrative Officer

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>v017113_ex32-2.txt
<TEXT>

                                                                    EXHIBIT 32.2

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Susan  Luckfield,  certify,  pursuant to 18 U.S.C.  Section  1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that Amendment No. 1
to  Annual  Report of  Clarus  Corporation  on Form  10-K/A  for the year  ended
December 31, 2004,  fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 and that information  contained in
such  Amendment  No. 1 to Annual  Report on Form 10-K/A  fairly  presents in all
material  respects the  financial  condition and results of operations of Clarus
Corporation.


Date: April 29, 2005                         By:  /s/ Susan Luckfield
                                                  ------------------------------
                                             Name: Susan Luckfield
                                             Title: Controller

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>v017113_ex99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 11-K

                               -------------------

(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES  EXCHANGE ACT OF
      1934 [FEE REQUIRED]

      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [NO FEE REQUIRED]

      FOR THE TRANSITION PERIOD FROM___________________TO_______________________

                         COMMISSION FILE NUMBER 0-24277

               Full title of the plan and the address of the plan:

               Employee Stock Purchase Plan of Clarus Corporation
            Global Employee Stock Purchase Plan of Clarus Corporation
                               One Landmark Square
                               Stamford, CT 06901

           Name of issuer of the securities held pursuant to the plan
                 and address of its principal executive office:

                               Clarus Corporation
                               One Landmark Square
                               Stamford, CT 06901
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                              PAGE
<S>                                                                                                                          <C>
Employee Stock Purchase Plan of Clarus Corporation:

       Report of Independent Registered Public Accounting Firm                                                                 3

       Statements of Financial Condition - December 31, 2004 and 2003                                                          4

       Statements of Operations and Changes in Plan Equity - Years ended
         December 31, 2004, 2003, and 2002                                                                                     5

       Notes to Financial Statements                                                                                           6

Global Employee Stock Purchase Plan of Clarus Corporation:

       Report of Independent Registered Public Accounting Firm                                                                 8

       Statements of Financial Condition - December 31, 2004 and 2003                                                          9

       Statements of Operations and Changes in Plan Equity - Years ended
         December 31, 2004, 2003 and 2002                                                                                     10

       Notes to Financial Statements                                                                                          11

Signatures                                                                                                                    13

Exhibit Index                                                                                                                 14
</TABLE>


                                       2
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Clarus Corporation:

We have  audited the  accompanying  statements  of  financial  condition  of the
Employee Stock Purchase Plan Clarus  Corporation (the "Plan") as of December 31,
2004 and 2003 and the  related  statements  of  operations  and  changes in plan
equity for each of the years in the  three-year  period ended December 31, 2004.
These financial statements are the responsibility of the Plan's management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  condition of the Employee Stock Purchase
Plan of Clarus  Corporation  as of December 31, 2004 and 2003 and the results of
its  operations  and  changes  in  plan  equity  for  each of the  years  in the
three-year  period ended  December 31, 2004, in conformity  with U.S.  generally
accepted accounting principles.


/s/ KPMG LLP

Stamford, Connecticut

April 27, 2005


                                       3
<PAGE>

               EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 2004 AND 2003


                                                               2004       2003
                                                             -------    -------
ASSETS                                                       $    --    $    --
                                                             =======    =======
LIABILITIES AND PLAN EQUITY                                  $    --    $    --
                                                             =======    =======

                 See accompanying notes to financial statements.


                                       4
<PAGE>

               EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
               STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
                  YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                               2004          2003           2002
                                                             --------      --------       --------
<S>                                                            <C>        <C>            <C>
Participants' contributions, net                             $     --      $     --       $ 39,937

Contributions used for stock purchase                              --        (9,983)       (60,007)
                                                             --------      --------       --------

Net change in plan equity                                          --        (9,983)       (20,070)

Plan equity, beginning of year                                     --         9,983         30,053
                                                             --------      --------       --------

Plan equity, end of year                                     $     --      $     --       $  9,983
                                                             ========      ========       ========
</TABLE>

                 See accompanying notes to financial statements.


                                       5
<PAGE>

               EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 AND 2002

1. Description of the Plan

The  following  description  of the  Employee  Stock  Purchase  Plan  of  Clarus
Corporation (the "Plan") provides general information only.  Participants should
refer to the Plan documents for more complete information.

The  purpose  of the  Plan  is to  encourage  and  assist  employees  of  Clarus
Corporation and its subsidiaries (the "Company"), by giving them the opportunity
to acquire an equity  interest in the Company  through the purchase of shares of
the Company's  common stock at a discount.  Generally,  eligible  employees,  as
defined  in the Plan  documents,  may  elect to have up to 15  percent  of their
annual  salary,  up to a maximum  of  $12,500  per  six-month  purchase  period,
withheld to purchase the Company's common stock at a price equal to the lower of
85 percent of the market price of Clarus  Corporation common stock at either the
beginning  or  the  end  of  the  six-month  offering  period.   There  were  no
participants in the Plan at December 31, 2004 and 2003,  respectively  and three
participants  in the Plan at December 31, 2002.  Effective  January 1, 2001, the
plan was amended and the $12,500  purchase period  limitation was removed.  Each
eligible  employee who elects to participate in the Plan is deemed to be granted
the option at the beginning of each six-month period to purchase shares of newly
issued common stock of the Company through regular payroll deductions during the
period  beginning  on the first day of each  six-month  period and ending on the
final day of the  six-month  period.  The  market  price used to  calculate  the
purchase  price  is  the  lower  of 85% of the  price  at the  beginning  of the
six-month period or 85% of the price at the end of the six-month period.

The Plan  allows a  participant  to  withdraw  all but not less than all payroll
deductions  credited to their account during a purchase period at any time prior
to the applicable  purchase date by giving  written  notice to the Company.  The
Plan was amended  effective August 29, 2001 to require that a withdrawal must be
made at least five business days prior to the purchase  date. No other  changes,
including increasing or decreasing the amount of payroll deductions, may be made
during the purchase period.

No  interest  will  accrue or be  payable  with  respect  to any of the  payroll
deductions  of a  Participant  in the  Plan.  All  employee  payroll  deductions
withheld by the Company under the Plan may be commingled  with the general funds
and assets of the Company and used by the Company for any corporate purpose.

                                       6
<PAGE>

The Company adopted the Plan in June 2000. A maximum of 750,000 shares of common
stock may be purchased  under the Plan.  As of December 31, 2000,  no shares had
been purchased. In January 2001, $103,577 was used to purchase 17,486 shares for
the period from June 13, 2000  (inception)  to December 31, 2000.  In July 2001,
$155,889 was used to purchase 30,214 shares for the period ending June 30, 2001.
In January 2002,  $30,006 was used to purchase  5,740 shares of common stock for
the period ending December 31, 2001. In July 2002,  $30,001 was used to purchase
7,059 shares of common stock for the period  ending June 30, 2002.  During 2003,
$9,983 was used to purchase 2,349 shares of common stock and $5,173 was refunded
to participants for the period ending December 31, 2002. The amount refunded was
the amount due to one  participant  who reached  the  Internal  Revenue  Service
$25,000  annual  limit of the amount of stock an employee  can  purchase at fair
market value.

2. Accounting Policy

The accompanying financial statements have been prepared on the accrual basis of
accounting.

3. Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates that affect the amounts reported as assets,  liabilities,  and changes
therein, and the disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.

4. Administrative Expenses of the Plan

The Company pays all  administrative  expenses of the Plan. The Company pays any
brokerage  fees for the  purchase of shares on behalf of the Plan  participants,
but  the   participants   pay  brokerage  fees  for  the  resale  of  shares  by
participants.

5. Federal Income Tax

The Plan is intended to comply under section 423 of the Internal Revenue Code of
1986,  as  amended.  Under  existing  federal  income tax laws,  the Plan is not
subject to federal income tax.  However,  when a participant sells any shares of
stock purchased  through the Plan, that  participant must recognize income taxes
on any gain or loss.

6. Plan Termination

Although it has not  expressed any intent to do so, the Company has the right to
terminate or amend the Plan at any time, provided,  however, that no termination
or amendment shall affect or diminish any participant's  right to the benefit of
contributions  made by the  participant  prior to the date of such  amendment or
termination.


                                       7
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Clarus Corporation:

We have audited the accompanying statements of financial condition of the Global
Employee  Stock  Purchase Plan of Clarus  Corporation  (the "Global Plan") as of
December 31, 2004 and 2003 and the related  statements of operations and changes
in plan equity for each of the years in the three-year period ended December 31,
2004.  These financial  statements are the  responsibility  of the Global Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  condition of the Global  Employee  Stock
Purchase  Plan of Clarus  Corporation  as of December  31, 2004 and 2003 and the
results of its  operations  and  changes in plan equity for each of the years in
the three-year period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.


/s/ KPMG LLP

Stamford, Connecticut

April 27, 2005


                                       8
<PAGE>

            GLOBAL EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
                        STATEMENTS OF FINANCIAL CONDITION
                           DECEMBER 31, 2004 AND 2003

                                                              2004        2003
                                                             ------      ------
ASSETS                                                       $   --      $   --
                                                             ======      ======
LIABILITIES AND PLAN EQUITY                                  $   --      $   --
                                                             ======      ======

                 See accompanying notes to financial statements


                                       9
<PAGE>

            GLOBAL EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
               STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
                  YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

<TABLE>
<CAPTION>
                                                               2004         2003          2002
                                                             --------     --------      --------
<S>                                                            <C>          <C>       <C>
Participants' contributions, net                             $     --     $     --      $  9,305

Contributions used for stock purchase                              --           --       (27,909)
                                                             --------     --------      --------
Net change in plan equity                                          --           --       (18,604)

Plan equity, beginning of year                                     --           --        18,604
                                                             --------     --------      --------

Plan equity, end of year                                     $     --     $     --      $     --
                                                             ========     ========      ========
</TABLE>

                 See accompanying notes to financial statements


                                       10
<PAGE>

            GLOBAL EMPLOYEE STOCK PURCHASE PLAN OF CLARUS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003 AND 2002

1. Description of the Plan

The following  description of the Global  Employee Stock Purchase Plan of Clarus
Corporation (the "Global Plan") provides general information only.  Participants
should refer to the Global Plan documents for more complete information.

The  purpose of the  Global  Plan is to  provide a means for  non-U.S.  resident
employees and other employees whose participation in the Employee Stock Purchase
Plan  of  Clarus   Corporation  is  impractical  or  impermissible  due  to  the
constraints  of  local  law  or  otherwise  to  acquire  shares  of  the  Clarus
Corporation and its  subsidiaries  (the  "Company")  common stock at a discount.
Generally,  eligible  employees,  as defined in the Global Plan  documents,  may
elect to have up to 15  percent  of their  annual  salary,  up to a  maximum  of
$12,500  six-month  month  purchase  period,  withheld to purchase the Company's
common  stock at a price equal to the lower of 85 percent of the market price of
Clarus  Corporation  common  stock at  either  the  beginning  or the end of the
six-month  offering  period.  There were no participants in the Plan at December
31,  2004 or 2003.  Effective  January 1,  2001,  the plan was  amended  and the
$12,500  purchase  period  limitation  was removed.  Each eligible  employee who
elects to  participate  in the Global Plan is deemed to be granted the option at
the beginning of each six-month period to purchase shares of newly issued common
stock of the  Company  through  regular  payroll  deductions  during  the period
beginning on the first day of each six-month  period and ending on the final day
of the six-month  period.  The market price used to calculate the purchase price
is the lower of 85% of the price at the beginning of the six-month period or 85%
of the price at the end of the six-month period.

The Global  Plan  allows a  participant  to  withdraw  all but not less than all
payroll  deductions  credited to their account  during a purchase  period at any
time  prior to the  applicable  purchase  date by giving  written  notice to the
Company. The Global Plan was amended effective August 29, 2001 to require that a
withdrawal  must be made at least five business days prior to the purchase date.
No other  changes,  including  increasing  or  decreasing  the amount of payroll
deductions, may be made during the purchase period.

No  interest  will  accrue or be  payable  with  respect  to any of the  payroll
deductions of a Participant in the Global Plan. All employee payroll  deductions
withheld by the Company under the Global Plan may be commingled with the general
funds and  assets  of the  Company  and used by the  Company  for any  corporate
purpose.

The Company adopted the Global Plan in July 2000. A maximum of 250,000 shares of
common stock may be purchased under the Global Plan. For the period from July 1,
2000 through  December 31,  2000,  $38,716 was used to purchase  4,557 shares of
common stock under the Global Plan.  In July 2001,  $36,354 was used to purchase
7,046  shares for the period  ending  June 30,  2001 under the Global  Plan.  In
January 2002,  $18,584 was used to purchase 3,555 shares of common stock for the
period ending December 31, 2001. In July 2002, $9,325 was used to purchase 2,194
shares of common stock for the period ending June 30, 2002.


                                       11
<PAGE>

2. Accounting Policy

The accompanying financial statements have been prepared on the accrual basis of
accounting.

3. Use of Estimates

The  preparation  of financial  statements  in  conformity  with U.S.  generally
accepted accounting principles requires management to make estimates that affect
the  amounts  reported as assets,  liabilities,  and  changes  therein,  and the
disclosure of contingent  assets and  liabilities.  Actual  results could differ
from those estimates.

4. Administrative Expenses of the Global Plan

The Company pays all  administrative  expenses of the Global  Plan.  The Company
pays any brokerage  fees for the purchase of shares on behalf of the Global Plan
participants,  but the  participants pay brokerage fees for the resale of shares
by participants.

5. Federal Income Tax

The Global Plan is not  intended  to comply  under  section 423 of the  Internal
Revenue Code of 1986,  as amended.  The Global Plan is  principally  designed to
provide a means for  non-U.S.  resident  employees  and  other  employees  whose
participation  in the Employee  Stock  Purchase  Plan of Clarus  Corporation  is
impractical or impermissible due to the constraints of local law or otherwise to
acquire shares of the Company's common stock

6. Plan Termination

Although it has not  expressed any intent to do so, the Company has the right to
terminate  or amend the  Global  Plan at any time,  provided,  however,  that no
termination or amendment shall affect or diminish any participant's right to the
benefit  of  contributions  made by the  participant  prior  to the date of such
amendment or termination.


                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Plan
and Global Plan's  Administrator has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.

Employee Stock Purchase Plan of Clarus Corporation
Global Employee Stock Purchase Plan of Clarus Corporation

By:


/s/ NIGEL P. EKERN
- -----------------------------
Nigel P. Ekern
Chief Administrative Officer


/s/ SUSAN LUCKFIELD
- -----------------------------
Susan Luckfield
Chief Accounting Officer

Dated: April 29, 2005
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
