Filed Pursuant to Rule 424(b)(2)
Registration
File No.: 333- 254107
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 8, 2021)
CLARUS CORPORATION
249,683 Shares
This prospectus supplement
relates to 249,683 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware corporation, (“Clarus”
or the “Company”), that we issued to the selling stockholder named under “Selling Stockholder”. The shares of
common stock were issued to the selling stockholder as deferred consideration in connection with the previous acquisition by Simpson Aluminium
Pty Ltd (the “Buyer”), an indirect wholly-owned Australian subsidiary of the Company of MaxTrax Australia Pty Ltd, pursuant
to the Share and Unit Purchase Agreement (the “Purchase Agreement”), dated as of November 26, 2021, by and among the Buyer,
the Company, Brad McCarthy as trustee for the McCarthy Family Trust (the “Seller”), and Brad McCarthy. The closing of the
transactions contemplated by the Purchase Agreement occurred on December 1, 2021 (the “Closing Date”). The shares of the Company’s
common stock issued to the selling stockholder as deferred consideration will be subject to a lock-up agreement restricting sales until
December 27, 2023.
This prospectus supplement
and the related prospectus may be used to resell our common stock only by the selling stockholder named under “Selling Stockholder”
and its permitted transferees. We have not authorized any other person to use this prospectus supplement or the accompanying prospectus
in connection with the resales of common stock without our prior written consent.
Our
common stock trades on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “CLAR.” On July 19, 2023, the
last reported sales price of our common stock on NASDAQ was $8.77 per share.
Investing in our securities
involves risks. Please refer to the “Risk Factors” section beginning on page 3 of the accompanying prospectus contained in
any applicable prospectus supplement and in the documents we incorporate by reference for a description of the risks you should consider
when evaluating this investment.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July
19, 2023
SELLING STOCKHOLDER
This
prospectus supplement covers the offering for resale of up to 249,683 shares of common stock by the selling stockholder. The selling stockholder
may sell all, some or none of the shares of common stock covered by this prospectus supplement. Please read “Plan of Distribution
in the accompanying prospectus. We will bear all costs, fees and expenses incurred in connection with the registration of the shares of
common stock offered by this prospectus supplement. Brokerage commissions and similar selling expenses, if any, attributable to the sale
of shares of common stock will be borne by the selling stockholder.
No
such sales may occur unless the registration statement of which this prospectus supplement is a part has been declared effective by the
Securities and Exchange Commission, and remains effective at the time such selling stockholder offers or sells such shares of common stock.
We are required to update the related prospectus to reflect material developments in our business, financial position and results of operations.
The
following table sets forth, the name of the selling stockholder, the number of shares of common stock owned and the percentage of shares
of common stock outstanding owned by the selling stockholder prior to the offering, the number of shares of common stock being offered
for the selling stockholder’s account, and the amount to be owned and the percentage of shares of common stock outstanding owned
by the selling stockholder following the completion of the offering (assuming the selling stockholder sells all of the shares of common
stock covered by this prospectus supplement). The percentages of shares of common stock outstanding have been calculated based on 37,190,302
shares of common stock outstanding as of April 26, 2023. The selling stockholder selling in connection with the prospectus supplement
has not held any position or office with, been employed by or otherwise, and, except with respect to the Purchase Agreement, had a material
relationship with us or any of our affiliates during the three years prior to the date of this prospectus supplement.
We
have prepared the table and the related notes based on information supplied to us by the selling stockholder. We have not sought to verify
such information. Additionally, the selling stockholder may have sold or transferred some or all of the shares of common stock listed
below in exempt or non-exempt transactions since the date on which the information was provided to us. Other information about the selling
stockholder may change over time.
| |
Shares of Common Stock
Beneficially Owned Prior
to the
Offering | | |
Number of
Shares
Being
Offered | | |
Shares of Common Stock
Beneficially Owned After
the
Offering | |
Name
of Selling Stockholder | |
Number | | |
Percentage | | |
Number | | |
Number | | |
Percentage | |
Brad McCarthy as trustee for the McCarthy Family Trust (1) | |
| 215,286 | | |
| *% | | |
| 249,683 | | |
| 215,286 | | |
| *% | |
Total: | |
| 215,286 | | |
| *% | | |
| 249,683 | | |
| 215,286 | | |
| *% | |
| | * Denotes less than one percent. |
| (1) | Representatives of McCarthy Family Trust have advised us that
Brad McCarthy, the trustee of McCarthy Family Trust is the natural person who hold the voting and dispositive power with respect to the
shares of common stock held by McCarthy Family Trust, in its capacity as trustee of the McCarthy Family Trust. |
Selling
stockholders who are registered broker-dealers are “underwriters” within the meaning of the Securities Act. In addition, selling
stockholders who are affiliates of registered broker-dealers are “underwriters” within the meaning of the Securities Act if
such selling stockholder (a) did not acquire its shares of common stock in the ordinary course of business or (b) had an agreement
or understanding, directly or indirectly, with any person to distribute the common shares. To our knowledge, no selling stockholder who
is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.
Because
the selling stockholder may offer all or some of its shares of our common stock from time to time, we cannot estimate the number of shares
of our common stock that will be held by the selling stockholder upon the termination of any particular offering by the selling stockholder.
Please refer to “Plan of Distribution” in the accompanying prospectus.
CLARUS CORPORATION
7,500,000 Shares
This prospectus relates to
an aggregate of 7,500,000 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware corporation, (“Clarus”
or the “Company”), which may be issued from time to time by the Company in connection with acquisitions by the Company of
assets, businesses, or securities. We expect that the terms of acquisitions involving the issuance of any such shares will be determined
by direct negotiations with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares
of common stock issued will be valued at prices reasonably related to the market price of the common stock either at the time an agreement
is entered into concerning the terms of the acquisition or at or about the time the shares are delivered.
We do not expect to receive
any cash proceeds when we issue shares of common stock offered by this prospectus.
Our
common stock trades on the Nasdaq Global Select Market (“NASDAQ”) under the symbol “CLAR.” On March 8, 2021, the
last reported sales price of our common stock on NASDAQ was $18.53 per share.
Investing in our securities
involves risks. Please refer to the “Risk Factors” section contained in any applicable prospectus supplement and in the documents
we incorporate by reference for a description of the risks you should consider when evaluating this investment.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 8, 2021
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
an “acquisition shelf” registration statement on Form S-4 that we filed with the Securities and Exchange Commission, or the
SEC, under the Securities Act of 1933, as amended, or the Securities Act, using an “acquisition shelf” registration process.
This prospectus relates to an aggregate of 7,500,000 shares of common stock, par value $0.0001 per share, of Clarus Corporation, a Delaware
corporation which may be issued from time to time by the Company in connection with acquisitions by the Company of assets, businesses,
or securities. We expect that the terms of acquisitions involving the issuance of any such shares will be determined by direct negotiations
with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares of common stock issued
will be valued at prices reasonably related to the market price of the common stock either at the time an agreement is entered into concerning
the terms of the acquisition or at or about the time the shares are delivered. A prospectus supplement or post-effective amendment to
this registration statement will contain more specific information about an acquisition target or any of the terms of a definitive acquisition
agreement. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a
prospectus supplement or post-effective amendment. Before deciding to receive any of our securities as part of an acquisition transaction,
you should read both this prospectus and any accompanying post-effective amendment together with the additional information described
under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
You should rely only on the
information contained in this prospectus, any applicable prospectus supplement or any post-effective amendment and those documents incorporated
by reference in this prospectus or any post-effective amendment. We have not authorized anyone to provide you with information different
from that contained in this prospectus, any applicable prospectus supplement or any post-effective amendment. If anyone provides you with
different or additional information you should not rely on it. This prospectus may only be used where it is legal to sell these securities.
This prospectus is not an offer to sell, or a solicitation of an offer to buy, in any state where the offer or sale is prohibited. The
information in this prospectus, any applicable prospectus supplement, any post-effective amendment or any document incorporated herein
or therein by reference is accurate as of the date contained on the cover of such documents. Neither the delivery of this prospectus,
any applicable prospectus supplement or any post-effective amendment, nor any sale made under this prospectus or any post-effective amendment
will, under any circumstances, imply that the information in this prospectus, any applicable prospectus supplement or any post-effective
amendment is correct as of any date after the date of this prospectus or any such post-effective amendment.
References in this prospectus
to the “Company,” “Clarus,” “we,” “our,” and “us,” refer to Clarus Corporation.
FORWARD-LOOKING STATEMENTS
Certain statements included
in this prospectus, any applicable prospectus supplement, any accompanying post-effective amendment and the documents incorporated by
reference herein and therein are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number
of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially
from those expressed or implied in the forward-looking statements.
Potential risks and uncertainties
that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied
by forward-looking statements in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein
include, but are not limited to, the overall level of consumer demand on our products; general economic conditions and other factors affecting
consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital and credit markets; the financial
strength of the Company’s customers; the Company’s ability to implement its business strategy; the ability of the Company
to execute and integrate acquisitions; changes in governmental regulation, legislation or public opinion relating to the manufacture and
sale of bullets and ammunition by our Sierra segment, and the possession and use of firearms and ammunition by our customers; the Company’s
exposure to product liability or product warranty claims and other loss contingencies; disruptions and other impacts to the Company’s
business, as a result of the COVID-19 global pandemic and government actions and restrictive measures implemented in response; stability
of the Company’s manufacturing facilities and suppliers, as well as consumer demand for our products, in light of disease epidemics
and health-related concerns such as the COVID-19 global pandemic; the impact that global climate change trends may have on the Company
and its suppliers and customers; the Company’s ability to protect patents, trademarks and other intellectual property rights; the
ability of our information technology systems or information security systems to operate effectively, including as a result of security
breaches, viruses, hackers, malware, natural disasters, vendor business interruptions or other causes; our ability to properly maintain,
protect, repair or upgrade our information technology systems or information security systems, or problems with our transitioning to upgraded
or replacement systems; the impact of adverse publicity about the Company and/or its brands, including without limitation, through social
media or in connection with brand damaging events and/or public perception; fluctuations in the price, availability and quality of raw
materials and contracted products as well as foreign currency fluctuations; our ability to utilize our net operating loss carryforwards;
changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks; and the Company’s ability to maintain
a quarterly dividend. More information on potential factors that could affect the Company’s financial results is included from time
to time in the Company’s public reports filed with the Securities and Exchange Commission, including the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements included in this prospectus
are based upon information available to the Company as of the date of this prospectus, and speak only as the date hereof. We assume no
obligation to update any forward-looking statements to reflect events or circumstances after the date of this prospectus.
You
should also read carefully the factors described or referred to in the “Risk Factors” section of this prospectus, any
applicable prospectus supplement, any accompanying post-effective amendment and the documents incorporated by reference herein and therein,
to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements. Any forward-looking
statements that we make in this prospectus, any applicable prospectus supplement any accompanying post-effective amendment and the documents
incorporated by reference herein as well as other written or oral statements by us or our authorized officers on our behalf, speak only
as of the date of such statement, and we undertake no obligation to update such statements. Comparisons of results for current and any
prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should
only be viewed as historical data.
PROSPECTUS SUMMARY
This document serves as a
prospectus of Clarus to register 7,500,000 shares of our common stock, par value $0.0001 per share, which we plan to use in
acquisition transactions from time to time in connection with the acquisition of assets, stock or businesses, whether by purchase, merger
or any other form of business combination. It is expected that the terms of these acquisitions will be determined by direct negotiations
with the owners or controlling persons of the assets, businesses or securities to be acquired, and that the shares of common stock issued
will be valued at prices reasonably related to the market price of our common stock either at the time an agreement is entered into concerning
the terms of the acquisition or at or about the time the shares are delivered. In addition to shares of our common stock, consideration
for these acquisitions may consist of any consideration permitted by applicable law, including, without limitation, the payment of cash,
the issuance of a note or other form of indebtedness, the assumption of liabilities or any combination of these items.
The common stock we issue
pursuant to this prospectus and applicable prospectus supplement or post-effective amendment in these transactions may be reoffered pursuant
to this prospectus by the stockholders thereof from time to time in transactions on the NASDAQ (or any other exchange on which our common
stock may be listed or traded from time to time), in negotiated transactions, in block trades, through the writing of options on securities,
or any combination of these methods of sale, at fixed prices that may be changed, at market prices prevailing at the time of sale, at
prices relating to the prevailing prices or at negotiated prices. These selling stockholders may sell their shares of common stock to
or through broker-dealers, and the broker-dealers may receive compensation in the form of discounts, concessions or commissions from the
selling stockholders or the purchasers of shares for whom the broker-dealer may act as agent or to whom they may sell as principal or
both.
In addition, we may issue
our common stock pursuant to this prospectus and applicable prospectus supplement amendment or post-effective amendment to acquire the
assets, stock or business of debtors in cases under the United States Bankruptcy Code, which may constitute all or a portion of the debtor’s
assets, stock or business. The common stock we issue in these transactions may be sold by the debtor or its stockholders for cash from
time to time in market transactions or it may be transferred by the debtor in satisfaction of claims by creditors under a plan of reorganization
approved by the applicable U.S. Bankruptcy Court or otherwise transferred in accordance with the Bankruptcy Code.
We will bear all expenses
in connection with the registration of the common stock being resold by selling stockholders, other than selling discounts and commissions
and fees and expenses of the selling stockholders. The terms for the issuance of common stock may include provisions for the indemnification
of the selling stockholders for specified civil liabilities, including liabilities under the Securities Act of 1933, as amended, or the
Securities Act. The selling stockholders and any brokers, dealers or agents that participate in the distribution of the common stock may
be deemed to be underwriters, and any profit on the sale of stock by them and any discounts, concessions or commissions received by any
of these underwriters, brokers, dealers or agents may constitute underwriting discounts and commissions under the Securities Act.
THE COMPANY
Company Overview
Headquartered in Salt Lake
City, Utah, Clarus, a company focused on the outdoor and consumer industries, is seeking opportunities to acquire and grow businesses
that can generate attractive shareholder returns. The Company has net operating tax loss carryforwards which it is seeking to redeploy
to maximize shareholder value. Clarus’ primary business is as a leading designer, developer, manufacturer and distributor of outdoor
equipment and lifestyle products focused on the climb, ski, mountain, sport and skincare markets. The Company’s products are principally
sold under the Black Diamond®, Sierra®, Barnes®, PIEPS® and SKINourishment® brand names through outdoor specialty
and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally.
Market Overview
Through our Black Diamond,
PIEPS, and SKINourishment brands, we offer a broad range of products including: high-performance, activity-based apparel (such as shells,
insulation, midlayers, pants and logowear); rock-climbing footwear and equipment (such as carabiners, protection devices, harnesses, belay
devices, helmets, and ice-climbing gear); technical backpacks and high-end day packs; trekking poles; headlamps and lanterns; gloves and
mittens; and skincare and other sport-enhancing products. We also offer advanced skis, ski poles, ski skins, and snow safety products,
including avalanche airbag systems, avalanche transceivers, shovels, and probes. Through our Sierra and Barnes brands, we manufacture
a wide range of high-performance bullets and ammunition for both rifles and pistols that are used for precision target shooting, hunting
and military and law enforcement purposes.
Corporate Overview
Clarus, incorporated in Delaware
in 1991, acquired Black Diamond Equipment, Ltd. in May 2010 and changed its name to Black Diamond, Inc. in January 2011. In October 2012,
we acquired PIEPS Holding GmbH and its subsidiaries.
On August 14, 2017, the Company
changed its name from Black Diamond, Inc. to Clarus Corporation and its stock ticker symbol from “BDE” to “CLAR”
on the NASDAQ stock exchange. On August 21, 2017, the Company acquired Sierra Bullets, L.L.C. On November 6, 2018, the Company acquired
the assets of SKINourishment, Inc. On October 2, 2020, the Company completed the acquisition of certain assets and liabilities relating
to the Barnes brand of bullets.
On August 6, 2018, the Company
announced that its Board of Directors approved the initiation of a quarterly cash dividend program of $0.025 per share of the Company’s
common stock (the “Quarterly Cash Dividend”) or $0.10 per share on an annualized basis. The declaration and payment of future
Quarterly Cash Dividends is subject to the discretion of and approval of the Company’s Board of Directors. On May 1, 2020, the Company
announced that, in light of the operational impact of the COVID-19 pandemic, its Board of Directors temporarily replaced its Quarterly
Cash Dividend with a stock dividend. On October 19, 2020, the Company announced that its Board of Directors approved the reinstatement
of its Quarterly Cash Dividend. On January 29, 2021, the Company announced that its Board of Directors approved the payment on February
19, 2021 of the Quarterly Cash Dividend to the record holders of shares of the Company’s common stock as of the close of business
on February 8, 2021.
Our headquarters are located
at 2084 East 3900 South, Salt Lake City, Utah 84124 and our telephone number is (801) 278-5552.
Our website address is www.claruscorp.com.
The content contained in, or that can be accessed through, our website is not part of this prospectus. See “Where You Can Find More
Information” and “Incorporation of Certain Documents by Reference.”
RISK
FACTORS
Investing in our securities
involves risk. Please carefully consider the risk factors described in our periodic and current reports filed with the SEC, which are
incorporated by reference in this prospectus, as well as any risks that may be set forth in the prospectus supplement relating to a specific
security. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate
by reference in this prospectus or include in any applicable prospectus supplement. These risks could materially affect our business,
results of operations or financial condition and cause the value of our securities to decline. You could lose all or part of your investment.
Additional risks and uncertainties not presently known to us or that we deem currently immaterial may also impair our business operations.
USE
OF PROCEEDS
We
will receive no proceeds from the offering of the shares other than the value of the assets, businesses, or securities acquired
by us in acquisitions for which shares are offered under this prospectus.
DESCRIPTION OF COMMON STOCK
The following description
of our common stock does not purport to be complete and is subject in all respects to applicable Delaware law and qualified by reference
to the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
Amended and Restated Bylaws, as amended (the “Bylaws”), and Rights Agreement. Copies of our Certificate of Incorporation,
Bylaws, and Rights Agreement are incorporated by reference and will be sent to stockholders upon request. See “Where You Can Find
More Information” and “Incorporation of Certain Documents by Reference.”
Authorized Common Stock
We have authorized 100,000,000
shares of our common stock, par value $0.0001 per share. As of March 3, 2021 there were 31,304,181 shares of our common stock outstanding.
Voting Rights, Dividend Rights, Liquidation
Rights and Other Rights
Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, as the Company has not implemented a staggered board of directors or granted stockholders cumulative
voting rights, holders of a majority of the shares of common stock that are entitled to vote in any election of directors will have the
ability to elect all of the directors standing for election. Holders of common stock are entitled to receive ratably such dividends, if
any, as may be declared by the board of directors of the Company (the “Board”) out of funds legally available therefor, subject
to any preferential dividend rights of outstanding preferred stock of the Company. Upon the liquidation, dissolution or winding up of
the Company, the holders of common stock are entitled to receive ratably the net assets of the Company available after the payment of
all debts and other liabilities and subject to the prior rights of any outstanding preferred stock of the Company. Holders of common stock
have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are
subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which the Company may
designate and issue in the future.
Acquisition Restrictions
To help ensure the preservation
of its net operating loss carryforwards (“NOLs”), the Company’s Certificate of Incorporation generally restricts any
person from attempting to purchase or acquire (any such purchase or acquisition being an “Acquisition”), any direct or indirect
interest in Clarus’ capital stock (or options, warrants or other rights to acquire Clarus’ capital stock, or securities convertible
or exchangeable into Clarus’ capital stock), if such Acquisition would affect the percentage of Clarus’ capital stock owned
by a 5% stockholder (the “Acquisition Restrictions” and any person attempting such an Acquisition, being referred to as a
“Restricted Holder”). For purposes of determining the existence and identity of, and the amount of capital stock owned by,
any 5% stockholder or Restricted Holders, Clarus is entitled to rely conclusively on (a) the existence and absence of filings of Schedules
13D and 13G (or any similar schedules) as of any date and (b) its actual knowledge of the ownership of its capital stock. The Company’s
Certificate of Incorporation further provides that a Restricted Holder will be required, prior to the date of any proposed Acquisition,
to request in writing (a “Request”) that the Board review the proposed Acquisition and authorize or not authorize such proposed
Acquisition. If a Restricted Holder seeks to effect an Acquisition, then at the next regularly scheduled meeting of the Board (which are
generally held once during each calendar quarter) following the tenth business day after receipt by the Secretary of the Company of a
Request, the Board will be required to determine whether to authorize the proposed Acquisition described in the Request. Any determination
made by the Board as whether to authorize a proposed Acquisition will be made in the sole discretion and judgment of the Board. The Board
shall promptly inform a Restricted Holder making the Request of such determination. Additionally, any Restricted Holder who makes such
a Request shall reimburse Clarus, on demand, for all reasonable costs and expenses incurred by Clarus with respect to any proposed Acquisition,
which may be material in relation to the Acquisition and will include the fees and expenses of any attorneys, accountants or other advisors
retained by Clarus in connection with such determination.
The Company’s Certificate
of Incorporation provides that any person who knowingly violates the Acquisition Restrictions or any persons in the same control group
with such person shall be jointly and severally liable to Clarus for, and shall indemnify and hold Clarus harmless against, any and all
damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in or elimination of the
ability of Clarus to use its NOLs.
All certificates representing
newly-issued shares of the Company’s capital stock or shares voted in favor of the Acquisition Restrictions and subsequently submitted
for transfer, must bear the following legend:
“The Amended and Restated Certificate
of Incorporation, as amended (the “Certificate of Incorporation”) of the Corporation contains restrictions prohibiting the
purchase or acquisition (collectively, the “Acquisition”) of any capital stock without the authorization of the Board of Directors
of the Corporation (the “Board of Directors”), if such Acquisition affects the percentage of capital stock that is treated
as owned by a five percent shareholder (within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”),
and the Treasury Regulations promulgated thereunder), and such Acquisition would, in the sole discretion and judgment of the Board of
Directors, jeopardize the Corporation’s preservation of its U.S. federal income tax attributes pursuant to Section 382 of the Code
and is not otherwise in the best interests of the Corporation and its stockholders. The Corporation will furnish without charge to the
holder of record of this certificate a copy of the Certificate of Incorporation, containing the above-referenced restrictions on acquisitions
of stock, upon written request to the Corporation at its principal place of business.”
The Board has the discretion
to approve an Acquisition of stock that would otherwise violate the Acquisition Restrictions in circumstances where it determines that
such Acquisition is in the best interests of the Company and its stockholders. In determining whether or not to permit an Acquisition
which may result in violation of the Acquisition Restrictions, the Board may consider factors it deems relevant including the likelihood
that the Acquisition would result in an ownership change to occur that would limit the Company’s use of its NOLs. In addition, the
Board is authorized to eliminate the Acquisition Restrictions, modify the applicable allowable percentage ownership interest or modify
any of the terms and conditions of the Acquisition Restrictions provided that the Board concludes in writing that such change is reasonably
necessary or advisable to preserve the Company’s NOLs or that the continuation of the affected terms and conditions of the Acquisition
Restrictions is no longer reasonably necessary for such purpose.
The Acquisition Restrictions
may have anti-takeover effects because they will restrict the ability of a person or entity or group thereof from accumulating an aggregate
of 5% or more of the Company’s capital stock and the ability of persons, entities or groups now owning 5% or more of the Company’s
capital stock from acquiring additional stock. Although the Acquisition Restrictions are designed as a protective measure to preserve
and protect the Company’s NOLs, the Acquisition Restrictions may have the effect of impeding or discouraging a merger, tender offer
or proxy contest, even if such a transaction may be favorable to the interests of some or all of the Company’s stockholders. This
might prevent stockholders from realizing an opportunity to sell all or a portion of their shares of common stock at higher than market
prices. In addition, the Acquisition Restrictions may delay the assumption of control by a holder of a large block of capital stock and
the removal of incumbent directors and management, even if such removal may be beneficial to some or all of the Company’s stockholders.
The foregoing description
of the Acquisition Restrictions does not purport to be complete and is qualified in its entirety by reference to the Company’s Certificate
of Incorporation, which is incorporated herein by reference.
Preferred Share Purchase Rights
On February 12, 2008, Clarus
entered into a Rights Agreement (the “Rights Agreement”) with American Stock Transfer & Trust Company that provides for
the terms of a rights plan including a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding
share of common stock. The dividend is payable to Clarus’ stockholders of record as of the close of business on February 12, 2008
(the “Record Date”).
The Board adopted the Rights
Agreement to protect the Company’s ability to carry forward its NOLs, which the Company believes are a substantial asset. The Rights
Agreement is designed to assist in limiting the number of 5% or more owners and thus reduce the risk of a possible “change of ownership”
under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Any such “change of ownership”
under these rules would limit or eliminate the ability of the Company to use its existing NOLs for federal income tax purposes. However,
there is no guarantee that the objective of preserving the value of the NOLs will be achieved. There is a possibility that certain stock
transactions may be completed by stockholders or prospective stockholders that could trigger a “change of ownership,” and
there are other limitations on the use of NOLs set forth in the Code.
The Rights Agreement imposes
a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%) of Clarus’ then-outstanding common
stock without the prior approval of the Board. Stockholders who own 4.9% or more of Clarus’ then-outstanding common stock as of
the close of business on the Record Date, will not trigger the Rights Agreement so long as they do not increase their ownership of common
stock. Moreover, the Board may exempt any person or group that owns 4.9% or more. A person or group that acquires a percentage of common
stock in excess of the applicable threshold but less than 50% of Clarus’ then-outstanding common stock is called an “Acquiring
Person.” Any Rights held by an Acquiring Person are void and may not be exercised.
The Board authorized the issuance
of one Right per each share of common stock outstanding on the Record Date. If the Rights become exercisable, each Right would allow its
holder to purchase from Clarus one one-hundredth of a share of Clarus’ Series A Junior Participating Preferred Stock, par value
$0.0001 (the “Series A Preferred Stock”), for a purchase price of $12.00. Each fractional share of Series A Preferred Stock
would give the stockholder approximately the same dividend, voting and liquidation rights as one share of common stock. Prior to exercise,
however, a Right will not give its holder any dividend, voting or liquidation rights.
The Rights will not be exercisable
until 10 days after a public announcement by Clarus that a person or group has become an Acquiring Person. Until the date that the Rights
become exercisable (the “Distribution Date”), Clarus’ common stock certificates will evidence the Rights and will contain
a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated
Rights. After the Distribution Date, the Rights will be separated from the common stock and be evidenced by a rights certificate, which
Clarus will mail to all holders of the rights that are not void.
If a person or group becomes
an Acquiring Person after the Distribution Date or already is an Acquiring Person and acquires more shares after the Distribution Date,
all holders of Rights, except the Acquiring Person, may exercise their rights to purchase shares of Clarus’ common stock with a
market value of two times the purchase price (or other securities or assets as determined by the Board) upon payment of the purchase price
(a “Flip-In Event”). After the Distribution Date, if a Flip-In Event has already occurred and Clarus is acquired in a merger
or similar transaction, all holders of the Rights except the Acquiring Person may exercise their Rights upon payment of the purchase price
to purchase shares of the acquiring corporation with a market value of two times the purchase price of the Rights (a “Flip-Over
Event”). Rights may be exercised to purchase shares of Clarus’ Series A Preferred Stock only after the occurrence of the Distribution
Date and prior to the occurrence of a Flip-In Event as described above. A Distribution Date resulting from any occurrence described above
would necessarily follow the occurrence of a Flip-In Event, in which case the Rights could be exercised to purchase shares of common stock
or other securities as described above.
The Rights will expire at
such time the Board determines that the NOLs are fully utilized or no longer available under Section 382 of the Code or the Rights are
earlier redeemed or exchanged by the Company as described below. The Board may redeem all (but not less than all) of the Rights for a
redemption price of $0.0001 per Right at any time prior to the later of the Distribution Date and the date of the first public announcement
or disclosure by Clarus that a person or group has become an Acquiring Person. Once the Rights are redeemed, the right to exercise the
Rights will terminate, and the only right of the holders of the Rights will be to receive the redemption price. The redemption price will
be adjusted if Clarus declares a stock split or issues a stock dividend on its common stock. After the later of the Distribution Date
and the date of the first public announcement by Clarus that a person or group has become an Acquiring Person, but before an Acquiring
Person owns 50% or more of Clarus’ outstanding common stock, the Board may exchange each Right (other than the Rights that have
become void) for one share of common stock or an equivalent security.
The Board may adjust the purchase
price of the Series A Preferred Stock, the number of shares of the Series A Preferred Stock issuable and the number of outstanding Rights
to prevent dilution that may occur as a result of certain events, including a stock dividend, a stock split or a reclassification of the
Series A Preferred Stock or common stock. No adjustments to the purchase price of less than 1% will be made.
Before the time the Rights
cease to be redeemable, the Board may amend or supplement the Rights Agreement without the consent of the holders of the Rights, except
that no amendment may decrease the redemption price below $0.0001 per right. At any time thereafter, the Board may amend or supplement
the Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions or to make any additional
changes to the Rights Agreement, but only to the extent that those changes do not impair or adversely affect any Rights holder and do
not result in the Rights becoming redeemable.
The foregoing description
of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is incorporated
herein by reference.
Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws
Certain provisions of the
Certificate of Incorporation and Bylaws could have an anti-takeover effect. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of the Board and in the policies formulated by the Board and to discourage an unsolicited
takeover of us if the Board determines that such takeover is not in the best interests of us and our stockholders. However, these provisions
could have the effect of discouraging certain attempts to acquire us or remove incumbent management even if some or a majority of stockholders
deemed such an attempt to be in their best interests.
The provisions in the Certificate
of Incorporation and the Bylaws include: (a) a procedure which requires stockholders to nominate directors in advance of a meeting
to elect such directors; (b) the authority to issue additional shares of preferred stock without stockholder approval; (c) the number
of directors on our Board will be fixed exclusively by the Board; (d) any newly created directorship or any vacancy in our Board resulting
from any increase in the authorized number of directors or the death, disability, resignation, retirement, disqualification, removal from
office or other cause will be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a
quorum; and (e) our Bylaws may be amended by our Board.
The Delaware General Corporation
Law (the “DGCL”) contains statutory “anti-takeover” provisions, including Section 203 of the DGCL which applies
automatically to a Delaware corporation unless that corporation elects to opt-out as provided in Section 203. We, as a Delaware corporation,
have not elected to opt-out of Section 203 of the DGCL. Under Section 203 of the DGCL, a stockholder acquiring more than 15%
of the outstanding voting shares of a corporation (an “Interested Stockholder”) but less than 85% of such shares may not engage
in certain business combinations with the corporation for a period of three years subsequent to the date on which the stockholder became
an Interested Stockholder unless prior to such date, the board of directors of the corporation approves either the business combination
or the transaction which resulted in the stockholder becoming an Interested Stockholder, or the business combination is approved by the
board of directors and by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the
Interested Stockholder.
Limitation of Liability and Indemnification of Officers and Directors
Pursuant to provisions of
the DGCL, we have adopted provisions in our Certificate of Incorporation that provide that our directors shall not be personally liable
for monetary damages to us or our stockholders for a breach of fiduciary duty as a director to the full extent that the DGCL permits the
limitation or elimination of the liability of directors.
We have in effect a directors
and officers liability insurance policy indemnifying our directors and officers and the directors and officers of our subsidiaries within
a specific limit for certain liabilities incurred by them, including liabilities under the Securities Act. We pay the entire premium of
this policy. Our Certificate of Incorporation also contains a provision for the indemnification by us of all of our directors and officers,
to the fullest extent permitted by the DGCL.
Exclusive Forum
Our Bylaws provide that, unless
we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent
permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the Company to
the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or as
to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim governed
by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock shall be
deemed to have notice of and consented to the foregoing forum selection provisions.
PLAN OF DISTRIBUTION
This
prospectus is a part of an “acquisition shelf” registration statement on Form S-4 that we have filed with the SEC. Under the
shelf registration process, we may from time to time offer and sell up to 7,500,000 shares of our common stock, par value $0.0001 per
share, in connection with the acquisition of assets, stock or businesses, whether by purchase, merger or any other form of business combination.
We are actively looking for high-quality, durable, cash flow-producing assets potentially unrelated to the outdoor industry in
order to diversify the Company’s business and potentially monetize the Company’s substantial net operating losses as part
of its asset redeployment and diversification strategy. We intend to focus our search primarily in the United States, although we will
also evaluate international investment opportunities should we find such opportunities attractive.
It is expected that the terms
of these acquisitions will be determined by direct negotiations with the owners or controlling persons of the assets, businesses or securities
to be acquired, and that the shares of common stock issued will be valued at prices reasonably related to the market price of our common
stock at the time an agreement is entered into concerning the terms of the acquisition, at or about the time the shares are delivered
or during some other negotiated period. Factors taken into account in acquisitions may include, among other factors, the quality and reputation
of the business to be acquired and its management, the strategic market position of the business to be acquired and its proprietary assets,
earning power, cash flow and growth potential. In addition to shares of our common stock, consideration for these acquisitions may consist
of any consideration permitted by applicable law, including, without limitation, the payment of cash, the issuance of preferred stock,
the issuance of a note or other form of indebtedness, the assumption of liabilities or any combination of these items. All expenses of
this registration, other than the expenses of the selling stockholders, if any, will be paid by us. We do not expect to pay underwriting
discounts or commissions, although we may pay finders’ fees from time to time in connection with certain acquisitions. Any person
receiving finders’ fees may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit
on the resale of securities purchased by them may be considered underwriting commissions or discounts under the Securities Act.
In addition, we may issue
our common stock pursuant to this prospectus and applicable prospectus supplement, or post-effective amendment, to acquire the assets,
stock or business of debtors in cases under the United States Bankruptcy Code, which may constitute all or a portion of the debtor’s
assets, stock or business. The common stock we issue in these transactions may be sold by the debtor or its stockholders for cash from
time to time in market transactions or it may be transferred by the debtor in satisfaction of claims by creditors under a plan of reorganization
approved by the applicable United States Bankruptcy Court or otherwise transferred in accordance with the Bankruptcy Code.
In an effort to maintain an
orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving common stock covered by this
prospectus that will limit the number of shares that they may sell at specified intervals. These agreements may be more or less restrictive
than restrictions on sales made under exemptions from the registration requirements of the Securities Act, including the requirements
under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject to the Securities Act requirements.
We anticipate that, in general, negotiated agreements will be of limited duration and will permit the recipients of securities issued
in connection with acquisitions to sell up to a specified number of shares during a specified period of time. We may also determine to
waive any such agreements without public notice.
This prospectus may be supplemented
to furnish the information necessary for a particular negotiated transaction, and the registration statement of which this prospectus
is a part will be amended or supplemented, as required, to supply information concerning an acquisition.
We may permit individuals
or entities who will receive shares of our common stock in connection with the acquisitions described above, or their transferees or successors-in-interest,
to use this prospectus to cover the resale of such shares. See “Selling Stockholders,” as it may be amended or supplemented
from time to time, for a list of those individuals or entities that are authorized to use this prospectus to sell their shares of our
common stock.
SELLING STOCKHOLDERS
We
have also prepared this prospectus, as we may amend or supplement it if appropriate, for use by the persons, and their pledgees,
donees, transferees or other successors in interest, who receive shares of our common stock in acquisitions covered by this prospectus.
We refer to these persons as selling stockholders. Pursuant to the terms of any agreement we may enter into in connection with an acquisition
by the Company of assets, businesses, or securities; under certain circumstances selling stockholders may not be permitted to use this
prospectus to reoffer any shares without first obtaining our prior written consent. We may condition our consent on the agreement by the
selling stockholders that they not offer or sell more than a specified number of shares and that they only do so following the filing
of any required supplements or amendments to this prospectus or such other conditions which we may determine.
The
selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. Selling
stockholders may resell shares on the NASDAQ (or any other exchange on which our common stock may be listed or traded from time to time),
in negotiated transactions, in block trades, through the writing of options on securities, or any combination of these methods of sale,
at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices relating to the prevailing prices or at
negotiated prices. These selling stockholders may sell their shares of common stock to or through broker-dealers, and the broker-dealers
may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of shares
for whom the broker-dealer may act as agent or to whom they may sell as principal or both. We will not receive any proceeds from
sales by selling stockholders.
The
selling stockholders and any underwriter or broker-dealer retained by the selling stockholder may be deemed to be underwriters within
the meaning the Securities Act. Any profits that the selling stockholders realize and the compensation they pay to any broker-dealer
may be deemed to be underwriting discounts and commissions.
When
resales are to be made through a broker or dealer, a member firm of FINRA may be engaged to act as the selling stockholders’
agent in the sale of shares by such selling stockholders. We anticipate that the commission paid to the member firm will be the normal
commission (including negotiated commissions to the extent permissible). Sales of shares by the member firm may be made on the NASDAQ
(or any other exchange on which our common stock may be listed or traded from time to time), in negotiated transactions, in block trades,
through the writing of options on securities, or any combination of these methods of sale, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices relating to the prevailing prices or at negotiated prices.
In
an effort to maintain an orderly market in our securities or for other reasons, we may negotiate agreements with persons receiving
common stock covered by this prospectus that will limit the number of shares that they may sell at specified intervals. These agreements
may be more or less restrictive than restrictions on sales made under exemptions from the registration requirements of the Securities
Act, including the requirements under Rule 144 or Rule 145(d), and the persons party to these agreements may not otherwise be subject
to the Securities Act requirements. We anticipate that, in general, negotiated agreements will be of limited duration and will permit
the recipients of securities issued in connection with acquisitions to sell up to a specified number of shares during a specified period
of time. We may also determine to waive any such agreements without public notice.
A post-effective amendment,
if required, will be filed under Rule 424(b) under the Securities Act, disclosing the name of any selling stockholders, the participating
securities firm, if any, the number and kind of securities involved and other details of such resale to the extent appropriate.
In
order to comply with the securities laws of certain states, if applicable, shares covered by this prospectus may be sold in such
jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the shares covered by this prospectus
may not be sold unless the shares have been registered or qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
WHERE YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
in accordance therewith we are required to file periodic reports, proxy statements and other information with the SEC. Such reports, proxy
statements and other information filed by us can be inspected and copied at the SEC’s Public Reference Room located at 100
F Street, N.E. Washington, D.C. 20549, at the prescribed rates. The SEC also maintains a site on the World Wide Web that contains reports,
proxy and information statements and other information regarding registrants that file electronically. The address of such site is http://www.sec.gov.
Please call 1-800-SEC-0330 for further information on the operation of the SEC’s Public Reference Room.
Our common stock is traded
on NASDAQ under the symbol “CLAR.” Certain materials filed by us may be inspected at the NASDAQ Stock Market, One Liberty
Plaza, 165 Broadway, New York, NY 10006.
This
prospectus omits certain information that is contained in the registration statement on file with the SEC, of which this prospectus is
a part. For further information with respect to us and our securities, reference is made to the registration statement, including the
exhibits incorporated therein by reference or filed therewith. Statements herein contained concerning the provisions of any document
are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit or incorporated
by reference to the registration statement. Each such statement is qualified in its entirety by such reference. The registration statement
and the exhibits may be inspected without charge at the offices of the SEC or copies thereof obtained at prescribed rates from the public
reference section of the SEC at the addresses set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can
disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the
SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the
information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus
is a part the information or documents listed below that we have filed with the SEC (Commission File No. 001-34767):
We also incorporate by reference
any future filings (other than any filings or portions of such reports that are not deemed “filed” under the Exchange Act
in accordance with the Exchange Act and applicable SEC rules, including current reports furnished under Item 2.02 or Item 7.01 of Form
8-K and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until we file a post-effective amendment which indicates the
termination of the offering of the securities made by this prospectus and the accompanying prospectus. Information in such future filings
updates and supplements the information provided in this prospectus and the accompanying prospectus. Any statements in any such future
filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is
incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace
such earlier statements.
You may obtain copies of any
of these filings by contacting us at the address and telephone number indicated below.
Documents incorporated by
reference are available from us without charge, excluding all exhibits unless an exhibit has been specifically incorporated by reference
into this prospectus, by requesting them in writing or by telephone at:
Clarus Corporation
Attention: Corporate Secretary
2084 East 3900 South
Salt Lake City, Utah 84124
(801) 278-5552
EXPERTS
The financial statements incorporated
in this Prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and the effectiveness
of Clarus Corporation’s internal control over financial reporting as of December 31, 2020, have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial
statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the securities
offered hereby will be passed upon for us by Kane Kessler, P.C., New York, New York. Any underwriters will be advised of the other issues
relating to any offering by their own legal counsel.
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From Apr 2024 to May 2024
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From May 2023 to May 2024