Attached files
| file | filename |
|---|---|
| EX-2.1 - Clarus Corp | v184082_ex2-1.htm |
| EX-2.2 - Clarus Corp | v184082_ex2-2.htm |
| EX-10.1 - Clarus Corp | v184082_ex10-1.htm |
| EX-10.2 - Clarus Corp | v184082_ex10-2.htm |
| EX-10.4 - Clarus Corp | v184082_ex10-4.htm |
| EX-10.3 - Clarus Corp | v184082_ex10-3.htm |
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 7,
2010
CLARUS
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-24277
(Commission
File Number)
|
58-1972600
(IRS
Employer
Identification
Number)
|
|
One Landmark Square, 22nd Floor, Stamford
Connecticut
(Address
of principal executive offices)
|
06901
(Zip
Code)
|
Registrant’s
telephone number, including area code: (203)
428-2000
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreements.
|
On May 10, 2010, Clarus Corporation
(“Clarus” or the “Company”) issued a press release announcing that it had
entered into agreements and plans of merger to acquire each of Black Diamond
Equipment, Ltd. and Gregory Mountain Products, Inc. A copy of the press
release was filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K
previously filed on the date hereof and is incorporated herein by
reference.
Black Diamond Equipment,
Ltd. Merger Agreement
On May 7,
2010, the Company entered into an Agreement and Plan of Merger (the “Black
Diamond Merger Agreement”) by and among Black Diamond Equipment, Ltd., a
Delaware corporation (“BDE”), Everest/Sapphire Acquisition, LLC (“Purchaser”), a
Delaware limited liability company and wholly-owned direct subsidiary of Clarus,
Sapphire Merger Corp. (“Merger Sub”), a Delaware corporation and a wholly-owned
direct subsidiary of Purchaser, and Ed McCall, as Stockholders’
Representative. Under the Black Diamond Merger Agreement, Purchaser
will acquire BDE and its three subsidiaries through the merger of Merger Sub
with and into BDE, with BDE as the surviving corporation of the merger (the
“Black Diamond Merger”).
Through
the Black Diamond Merger Agreement, Clarus has agreed to acquire all of the
outstanding common stock of BDE for an aggregate purchase price of $90 million
(subject to certain closing adjustments), $4.5 million of which will be held in
escrow for a one year period (the “Escrow Fund”) as security for any working
capital adjustments to the purchase price or indemnification claims under the
Black Diamond Merger Agreement.
The Black
Diamond Merger was unanimously approved by the Company’s Board of Directors and
the merger consideration payable to BDE’s stockholders has been confirmed to be
fair to the Company’s stockholders from a financial point of view by a fairness
opinion received from Rothschild, Inc.
BDE has
made customary representations, warranties and covenants in the Black Diamond
Merger Agreement, including among others (i) regarding its ownership, operations
and financial condition, (ii) to conduct its and its subsidiaries’ businesses in
the ordinary and usual course during the period between the execution of the
Black Diamond Merger Agreement and the effective time of the merger (the
‘‘Interim Period’’), (iii) not to engage in certain kinds of transactions or
take certain actions during the Interim Period, (iv) to cease immediately any
discussions and negotiations with respect to any alternate acquisition proposal,
and (v) not to solicit any alternate acquisition proposal or enter into
discussions concerning or furnish information in connection with any alternate
acquisition proposal.
The Black
Diamond Merger Agreement has been approved by Black Diamond. Each party’s
obligation to consummate the Black Diamond Merger is subject to customary
closing conditions, including (i) the absence of any law or order prohibiting
the completion of the Black Diamond Merger; (ii) the absence of any Material
Adverse Effect (as defined in the Black Diamond Merger Agreement) on BDE’s or
its subsidiaries’ businesses, assets, properties, condition (financial or
otherwise), liabilities or results of operations, taken as a whole; and (iii)
material compliance of the other party with its covenants.
The Black
Diamond Merger Agreement contains certain termination rights for both Clarus and
BDE, and further provides that upon termination of the Black Diamond Merger
Agreement, under specified circumstances, Clarus or BDE would be required to pay
the other party a termination fee of $2.7 million plus transaction expenses and
Clarus would be required to pay BDE $5 million plus transaction expenses under
certain circumstances. If Clarus determines to exercise the options under the
Black Diamond Option Agreements described below, Clarus will not be entitled to
receive any termination fee upon termination of the Black Diamond Merger
Agreement.
2
As of the
date of this Current Report on Form 8-K, more than 78% of the outstanding shares
of BDE have been voted in favor of adopting the Black Diamond Merger
Agreement.
No assurances can be given that the
Black Diamond Merger will be consummated or, if such merger is consummated, as
to the final terms of such Black Diamond Merger. The foregoing description of
the Black Diamond Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the Black Diamond Merger Agreement,
which is included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Black Diamond Stockholders’
Support Agreements:
On May 8,
2010, the Company entered into Stockholders’ Support Agreements with certain
officers, directors, and key stockholders of BDE. The Stockholders’
Support Agreements provide for additional indemnification outside of the Escrow
Fund, on a several basis, by certain officers, directors and key stockholders of
BDE for (i) certain claims of fraud known to such party in connection with the
transaction, (ii) lack of title to the shares such stockholder is exchanging for
merger consideration and (iii) breaches of certain restrictive covenants and
obligations contained in the Stockholders’ Support
Agreements. Indemnification by each party is limited to the merger
consideration received by such party and certain parties to which a stockholder
transferred shares prior to the closing of the Black Diamond
Merger.
The
foregoing description of the Stockholders’ Support Agreements does not purport
to be complete and is qualified in its entirety by reference to the
Stockholders’ Support Agreements, which are included as Exhibits 10.2, 10.3 and
10.4 to this Current Report on Form 8-K and incorporated herein by
reference.
Black Diamond Stockholders’
Option Agreements:
On May 9,
2010, the Company entered into a number of Option Agreements with certain
principal stockholders of BDE. Such Option Agreements collectively
provide Purchaser with an option to acquire no less than 55% of the outstanding
shares of BDE (to be exercised on an all or nothing basis) for a period of 60
days after termination of the Merger Agreement (depending on the circumstances
of termination) for the same price per share as offered in the Black Diamond
Merger Agreement. The option is conditioned upon Purchaser
demonstrating that it has the financial ability (with at least $75 million of
cash on hand plus committed financing from commercial banks) to close on the
balance of the shares. In connection with exercising its option, Purchaser
covenants to purchase the balance of the equity of BDE, whether through a merger
or other transaction, promptly after the option closing.
Gregory Mountain Products,
Inc. Merger Agreement
On May 7,
2010, the Company entered into an Agreement and Plan of Merger (the “Gregory
Merger Agreement”) by and among Gregory Mountain Products, Inc., a Delaware
corporation (“Gregory”), a Delaware limited liability company and wholly-owned
direct subsidiary of Clarus, Everest Merger I Corp., a Delaware corporation and
a Purchaser wholly-owned direct subsidiary of Gregory Purchaser (“Merger Sub
One”), Everest Merger II, LLC, a Delaware limited liability company and a
wholly-owned direct subsidiary of Gregory Purchaser (“Merger Sub Two”), and each
of Kanders GMP Holdings, LLC and Schiller Gregory Investment Company, LLC, as
the stockholders of Gregory (the “Gregory Stockholders”). Under the
terms of the Gregory Merger Agreement, (i) Merger Sub One will merge with and
into Gregory (the “First Step Merger”), with Gregory as the surviving
corporation of the First Step Merger, and (ii) immediately following the
effective time of the First Step Merger, as part of the same overall
transaction, Gregory will merge with and into Merger Sub Two, (the “Second Step
Merger” and together with the First Step Merger, the “Gregory Merger”), with
Merger Sub Two as the surviving corporation of the Second Step
Merger.
3
The sole
member of Kanders GMP Holdings, LLC is Mr. Warren B. Kanders, Clarus’ Executive
Chairman and a member of Clarus’ Board of Directors, who upon closing of the
Black Diamond Merger, is expected to continue to serve in such
capacity. The sole member of Schiller Gregory Investment Company, LLC
is Mr. Robert R. Schiller, who, subject to and upon the closing of the Black
Diamond Merger, is expected to become Clarus’ Executive Vice Chairman and a
member of Clarus’ Board of Directors.
In the
Gregory Merger Agreement, the Company has agreed to acquire all of the
outstanding common stock of Gregory for an aggregate purchase price of up to
$45,000,000 (subject to certain closing adjustments), payable to the Gregory
Stockholders as follows: (i) 50% in unregistered shares of the Company’s common
stock (which the Company will agree to register as soon as reasonably
practicable after the closing) valued at $6.00 per share, and (ii) 50% in
unsecured subordinated notes having a seven-year term. The purchase
price will also be reduced by an amount equal to $1,478,424 in connection with
certain payments and commitments by the Company to participants of a Gregory
incentive plan.
The
Gregory Merger was approved by a special committee comprised of independent
directors of the Company’s Board of Directors and the merger consideration
payable to the Gregory Stockholders has been confirmed to be fair to the
Company’s stockholders from a financial point of view by a fairness opinion
received from Ladenburg Thalmann & Co., Inc.
Each of
Gregory and the Gregory Stockholders has made customary representations,
warranties and covenants in the Gregory Merger Agreement, including among others
(i) regarding its ownership, operations and financial condition, (ii) to conduct
its business in the ordinary and usual course during the period between the
execution of the Gregory Merger Agreement and the effective time of the merger
(the ‘‘Interim Period’’), (iii) not to engage in certain kinds of transactions
or take certain actions during the Interim Period, (iv) to cease immediately any
discussions and negotiations with respect to any alternate acquisition proposal,
and (v) not to solicit any alternate acquisition proposal or enter into
discussions concerning or furnish information in connection with any alternate
acquisition proposal.
The
indemnification obligations of the Gregory Stockholders may be satisfied by the
Company offsetting such indemnification obligations against the Company common
stock and subordinated promissory notes received by the Gregory Stockholders
subject to, except in certain circumstances, a maximum liability of
$2,250,000. The Gregory Stockholders may elect to satisfy their
indemnification obligations through the payment of cash in lieu of the Company’s
right of off-set against the Company common stock received by the Gregory
Stockholders.
The
Gregory Merger Agreement has been unanimously approved by the Gregory
Stockholders and Gregory. Each party’s obligation to consummate the Gregory
Merger is subject to customary closing conditions, including (i) the absence of
any law or order prohibiting the completion of the Gregory Merger; (ii) the
absence of any Material Adverse Effect (as defined in the Gregory Merger
Agreement) on Gregory’s business, assets, properties, condition (financial or
otherwise), liabilities or results of operations, taken as a whole; and (iii)
material compliance of the other party with its covenants. Clarus’
obligation to consummate the Gregory Merger is also subject to other closing
conditions, such as (i) the consummation of the Black Diamond Merger; and (ii)
the receipt of ancillary documents executed by certain stockholders, including
lock-up agreements, releases and restrictive covenant agreements.
4
The
Gregory Merger Agreement contains certain termination rights for both Clarus and
Gregory, and further provides that upon termination of the Gregory Merger
Agreement, under specified circumstances, Clarus or Gregory would be required to
pay the other party a termination fee of $1,350,000 plus transaction
expenses.
No
assurances can be given that the Gregory Merger will be consummated or, if such
merger is consummated, as to the final terms of such Gregory Merger. The
foregoing description of the Gregory Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Gregory Merger
Agreement, which is included as Exhibit 2.2 to this Current Report on Form 8-K
and incorporated herein by reference.
Peter Metcalf Employment
Agreement
On May 7,
2010, the Company entered into an employment agreement with Peter Metcalf (the
“Metcalf Employment Agreement”), which will become effective on the closing of
the Black Diamond Merger. The Metcalf Employment Agreement provides
for his employment as President and Chief Executive Officer of the Company for a
term of three years, subject to certain termination rights, during which time he
will receive an annual base salary of $210,000, subject to annual review by the
Company. In addition, Mr. Metcalf is entitled, at the discretion of
the Compensation Committee of the Company’s Board of Directors, to receive
performance bonuses, which may be based upon a variety of factors, and stock
options and to participate in other bonus plans of the Company.
Upon the
closing of the Black Diamond Merger, the Company will issue and grant to Mr.
Metcalf an option to purchase 75,000 shares of the Company’s common stock,
having an exercise price equal to $6.00 per share, and vesting in three
installments as follows: 30,000 options on December 31, 2012 and
22,500 options on each of December 31, 2013 and December 31, 2014. In the
event the Metcalf Employment Agreement is not renewed upon the expiration of the
three-year term, any of these 75,000 options that are unvested will immediately
vest upon such non-renewal.
The
Metcalf Employment Agreement contains a non-competition covenant and
non-interference (relating to the Company’s customers) and non-solicitation
(relating to the Company’s employees) provisions effective during the term of
his employment and for a period of two years after termination of the Metcalf
Employment Agreement.
In the
event that Mr. Metcalf’s employment is terminated (i) by the Company without
“cause” (as such term is defined in the Metcalf Employment Agreement), (ii) by
Mr. Metcalf for certain reasons set forth in the Metcalf Employment Agreement or
(iii) by Mr. Metcalf upon a “change in control” (as such term is defined in the
Metcalf Employment Agreement), Mr. Metcalf will be entitled to receive an amount
equal to one year of his base salary in one lump sum payment within five days
after the effective date of such termination. In the event that Mr.
Metcalf fails to comply with any of his obligations under the Metcalf Employment
Agreement, including, without limitation, the non-competition covenant and the
non-interference and non-solicitation provisions, Mr. Metcalf will be required
to repay such lump sum payment as of the date of such failure to comply and he
will have no further rights in or to such lump sum payment.
In the
event that Mr. Metcalf’s employment is terminated for any reason other than by
the Company for “cause” (as such term is defined in the Metcalf Employment
Agreement), the Company has agreed, during the period commencing with such
termination and ending on his sixty-fifth birthday, to provide Mr. Metcalf with
the same form of medical and dental insurance as the Company may make available
to, or have in effect for, its senior executive officers from time to
time.
In the
event that Mr. Metcalf’s employment is terminated (i) upon his death or
disability, (ii) by the Company without “cause” (as such term is defined in the
Metcalf Employment Agreement), (iii) by Mr. Metcalf for certain reasons set
forth in the Metcalf Employment Agreement, or (iv) by Mr. Metcalf upon a “change
in control” (as such term is defined in the Metcalf Employment Agreement), all
unvested stock options will immediately vest and become
exercisable. In the event that Mr. Metcalf’s employment is terminated
by the Company for “cause,” all stock options, whether vested or unvested, will
terminated and be null and void.
5
The foregoing description of the
Metcalf Employment Agreement does not purport to be complete and is qualified in
its entirety by reference to the Metcalf Employment Agreement, which is included
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
|
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
|
(c)
Peter
Metcalf
On May 7, 2010, the Company’s Board of
Directors appointed Peter Metcalf as President and Chief Executive Officer of
the Company, effective as of the closing of the Black Diamond
Merger. Mr. Metcalf, who is 54 years of age, has served as the Chief
Executive Officer and Chairman of the Board of Directors of BDE since
co-founding BDE in 1989. He is a graduate of the University of
Colorado, with a major in Political Science. He also earned a Certificate in
Management from the Peter Drucker Center of Management. Mr. Metcalf
has no family relationships with any other director or officer of the
Company. The material terms of the Metcalf Employment Agreement are
set forth in Item 1.01 above and incorporated herein by
reference. Mr. Metcalf is currently the Chief Executive Officer and
Chairman of the Board of Directors and a shareholder of BDE. Except as set forth
herein and in Item 1.01 above and incorporated herein by reference, there are no
transactions in which Mr. Metcalf has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
6
|
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits. The following
Exhibits are filed herewith as a part of this
report:
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Exhibit
|
Description
|
|
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2.1
|
Agreement
and Plan of Merger, dated as of May 7, 2010, by and among Clarus
Corporation, Everest/Sapphire Acquisition, LLC, Sapphire Merger Corp.,
Black Diamond Equipment, Ltd. and Ed McCall, as Stockholders’
Representative. (Schedules and exhibits to the Agreement and Plan of
Merger have been omitted pursuant to Item 602(b)(2) of Regulation
S-K. The Company agrees to furnish supplementally a copy of the
omitted schedules and exhibits to the Securities and Exchange Commission
upon request.)
|
|
|
2.2
|
Agreement
and Plan of Merger, dated as of May 7, 2010, by and among Clarus
Corporation, Everest/Sapphire Acquisition, LLC, Everest Merger I Corp.,
Everest Merger II, LLC, Gregory Mountain Products, Inc., Kanders GMP
Holdings, LLC and Schiller Gregory Investment Company, LLC. (Schedules and
exhibits to the Agreement and Plan of Merger have been omitted pursuant to
Item 602(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of the omitted schedules and exhibits to the
Securities and Exchange Commission upon request.)
|
|
|
10.1
|
Employment
Agreement, dated as of May 7, 2010, between Clarus Corporation and Peter
Metcalf.
|
|
|
10.2
|
Company
Stockholders’ Support Agreement, dated May 8, 2010, by and among
Everest/Sapphire Acquisition, LLC, Peter Metcalf, Philip Duff and Robert
Peay.
|
|
|
10.3
|
Company
Stockholders’ Support Agreement, dated May 8, 2010, by and among
Everest/Sapphire Acquisition, LLC, Christian Jaeggi, Mark Ritchie, Chris
Grover, Scott Carlson, Edward McCall, Scott Bowers, Paul Bancroft, Maria
Cranor, Michael Metcalf and Phillip Boone, Jr.
|
|
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10.4
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Company Stockholders’ Support
Agreement, dated May 8, 2010, by and among Everest/Sapphire Acquisition,
LLC, Lost Arrow Ltd. and Naoe
Sakashita.
|
|
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99.1
|
Press
Release of the Company dated May 10, 2010 (a copy of which is filed as
Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 10,
2010).
|
7
Forward-looking
Statements
This
Report includes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Clarus may use words such as
“anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar
expressions to identify forward-looking statements. These
forward-looking statements involve a number of risks, uncertainties and
assumptions which are difficult to predict. Clarus cautions you that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Examples of forward-looking statements include, but
are not limited to: (i) statements about the benefits of Clarus’ proposed
acquisitions of Black Diamond and Gregory, including future financial and
operating results that may be realized from the acquisitions;
(ii) statements of plans, objectives and expectations of Clarus or its
management or Board of Directors, including the expected timing of completion of
the mergers; (iii) statements of future economic performance; and
(iv) statements of assumptions underlying such statements and other
statements that are not historical facts. Important factors that
could cause actual results to differ materially from those indicated by such
forward-looking statements include, but are not limited to: (i) the risk
that a condition to closing of the mergers may not be satisfied and the
transactions will not be consummated; (ii) the risk that Clarus could be
required to pay material termination fees if the mergers are not consummated;
(iii) the risk that the businesses will not be integrated successfully;
(iv) the risk that the expected financial or operating results may not be
fully realized as expected; (v) material differences in the actual
financial results of the mergers compared with expectations, including the
impact of the mergers on Clarus’ future earnings per share; (vi) disruption
from the mergers; (vii) economic conditions and the impact they may have on
Black Diamond and Gregory and their respective customers or demand for products;
(viii) our ability to implement our acquisition growth strategy or obtain
financing to support such strategy; (ix) the loss of any member of
our senior management or certain other key executives; and (x) our ability to
utilize our net operating loss carry forward. Additional factors that
could cause Clarus’ results to differ materially from those described in the
forward-looking statements can be found in the “Risk Factors” section of Clarus’
filings with the Securities and Exchange Commission, including its latest annual
report on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be
obtained at our web site at www.claruscorp.com or the Securities and Exchange
Commission’s web site at www.sec.gov. All
forward-looking statements included in this Report are based upon information
available to Clarus as of the date of the Report, 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
Report.
8
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
May 10, 2010
|
CLARUS
CORPORATION
|
||
| By: /s/ Philip A. Baratelli | ||
| Name: Philip A. Baratelli | ||
| Title: Chief Financial Officer | ||
| (Principal Financial Officer) | ||
9
|
Exhibit
|
Description
|
|
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2.1
|
Agreement
and Plan of Merger, dated as of May 7, 2010, by and among Clarus
Corporation, Everest/Sapphire Acquisition, LLC, Sapphire Merger Corp.,
Black Diamond Equipment, Ltd. and Ed McCall, as Stockholders’
Representative. (Schedules and exhibits to the Agreement and Plan of
Merger have been omitted pursuant to Item 602(b)(2) of Regulation
S-K. The Company agrees to furnish supplementally a copy of the
omitted schedules and exhibits to the Securities and Exchange Commission
upon request.)
|
|
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2.2
|
Agreement
and Plan of Merger, dated as of May 7, 2010, by and among Clarus
Corporation, Everest/Sapphire Acquisition, LLC, Everest Merger I Corp.,
Everest Merger II, LLC, Gregory Mountain Products, Inc., Kanders GMP
Holdings, LLC and Schiller Gregory Investment Company, LLC. (Schedules and
exhibits to the Agreement and Plan of Merger have been omitted pursuant to
Item 602(b)(2) of Regulation S-K. The Company agrees to furnish
supplementally a copy of the omitted schedules and exhibits to the
Securities and Exchange Commission upon request.)
|
|
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10.1
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Employment
Agreement, dated as of May 7, 2010, between Clarus Corporation and Peter
Metcalf.
|
|
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10.2
|
Company
Stockholders’ Support Agreement, dated May 8, 2010, by and among
Everest/Sapphire Acquisition, LLC, Peter Metcalf, Philip Duff and Robert
Peay.
|
|
|
10.3
|
Company
Stockholders’ Support Agreement, dated May 8, 2010, by and among
Everest/Sapphire Acquisition, LLC, Christian Jaeggi, Mark Ritchie, Chris
Grover, Scott Carlson, Edward McCall, Scott Bowers, Paul Bancroft, Maria
Cranor, Michael Metcalf and Phillip Boone, Jr.
|
|
|
10.4
|
Company Stockholders’ Support
Agreement, dated May 8, 2010, by and among Everest/Sapphire Acquisition,
LLC, Lost Arrow Ltd. and Naoe
Sakashita.
|
|
|
99.1
|
Press
Release of the Company dated May 10, 2010 (a copy of which is filed as
Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 10,
2010).
|
10