Attached files
| file | filename |
|---|---|
| EX-10.1 - Clarus Corp | v196124_ex10-1.htm |
| EX-10.2 - Clarus Corp | v196124_ex10-2.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): September 1,
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)
|
|
2084 East 3900 South, Salt Lake City,
Utah
(Address
of principal executive offices)
|
84124
(Zip
Code)
|
Registrant’s
telephone number, including area code: (801)
278-5552
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.
Amendment to the Clarus
Corporation 2005 Equity Incentive Plan
On
September 1, 2010, the Board of Directors (the “Board”) of Clarus Corporation
(the “Company”) approved an amendment to the Company’s 2005 Stock Incentive Plan
(the “Plan”) that imposes a maximum aggregate limit of 4,500,000 on the number
of incentive stock options that may be issued under the Plan, as well as certain
technical changes to conform to amendments to Sections 162(m) and 409A of the
Internal Revenue Code, as amended. As previously disclosed, the
Company’s stockholders approved the amendment imposing the maximum aggregate
limit on the number of incentive stock options that may be issued under the Plan
at the Company’s 2010 Annual Meeting of Stockholders held on August 5,
2010.
A copy of
Amendment No. 1 to the Company’s 2005 Stock Incentive Plan is attached to this
Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by
reference as though fully set forth herein. The foregoing summary description of
Amendment No. 1 to the Company’s 2005 Stock Incentive Plan is not intended to be
complete and is qualified in its entirety by the complete text of Amendment No.
1 to the Company’s 2005 Stock Incentive Plan.
Transition Agreement
Amendment
On
September 1, 2010, the Company entered into Amendment No. 1 to the Transition
Agreement with Kanders & Company, Inc., dated as of May 28,
2010. Amendment No. 1 to the Transition Agreement modifies the end
date for the period in which Kanders & Company, Inc., is to provide
transition services to the Company from March 31, 2011 to December 31,
2010. Kanders & Company, Inc. is an entity owned and controlled
by Mr. Warren B. Kanders, the Company’s Executive Chairman.
A copy of
Amendment No. 1 to the Transition Agreement is attached to this Current Report
on Form 8-K as Exhibit 10.2, and is incorporated herein by reference as though
fully set forth herein. The foregoing summary description of Amendment No. 1 to
the Transition Agreement is not intended to be complete and is qualified in its
entirety by the complete text of Amendment No. 1 to the Transition
Agreement.
(d)
Exhibits.
|
Exhibit
|
Description
|
|
10.1
|
Amendment
No. 1 to Clarus Corporation 2005 Stock Incentive Plan.
|
|
10.2
|
Amendment
No. 1 to Transition Agreement, dated September 1, 2010, between Clarus
Corporation and Kanders and Company, Inc.
|
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:
September 7, 2010
|
CLARUS
CORPORATION
|
|
|
By:
/s/ Robert
Peay
Name:
Robert Peay,
Title: Chief
Financial Officer
(Principal
Financial Officer)
|
|
Exhibit
|
Description
|
|
10.1
|
Amendment
No. 1 to Clarus Corporation 2005 Stock Incentive Plan.
|
|
10.2
|
Amendment
No. 1 to Transition Agreement, dated September 1, 2010, between Clarus
Corporation and Kanders and Company, Inc.
|