Attached files
| file | filename |
|---|---|
| EX-3.1 - Clarus Corp | v208768_ex3-1.htm |
| EX-99.1 - Clarus Corp | v208768_ex99-1.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): January 20,
2011
Black Diamond,
Inc.
(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
Clarus
Corporation
(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On January 20, 2011, Black Diamond,
Inc. (the “Company”) filed a
Certificate of Amendment to its Amended and Restated Certificate of
Incorporation, as amended, to amend Article 1 thereof to change the Company’s
name from Clarus Corporation to Black Diamond, Inc. The foregoing
summary of the Certificate of Amendment is qualified in its entirety by
reference to the full text of the Certificate of Amendment, which is attached
hereto as Exhibit 3.1 and is incorporated in this Item 5.03 by
reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
The
Company held a special meeting of stockholders on January 20,
2011. Of the 21,738,484 shares of common stock entitled to vote at
the meeting, 12,806,901 shares of common stock were present in person or by
proxy and entitled to vote. Such number of shares represented
approximately 58.91% of our outstanding shares of common stock entitled to vote
at the special meeting. The special meeting of stockholders was held
to vote upon a proposal to approve an amendment to the Company’s Amended and
Restated Certificate of Incorporation, as amended, to change the Company’s name
from Clarus Corporation to Black Diamond, Inc. The proposal was
approved by the requisite vote of stockholders. Listed below is the
matter voted upon at the special meeting of stockholders and the voting
results:
|
Proposal
|
Votes
For
|
Votes
Against
|
Votes
Abstain
|
Broker Non-Votes
|
|
Proposal
to approve an amendment to the Company’s Amended and Restated Certificate
of Incorporation, as amended, to change the Company’s name from Clarus
Corporation to “Black Diamond, Inc.”:
|
12,805,383
|
1,345
|
173
|
0
|
Item
8.01 Other Events
On January 21, 2011, the Company issued
a press release announcing the changing of the Company’s name from Clarus
Corporation to Black Diamond, Inc. The full text of the press release
is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by
reference.
|
|
(d)
|
Exhibits. The following Exhibits are filed
herewith as a part of this
report:
|
|
Exhibit
|
Description
|
|
3.1
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of the
Company, as amended.
|
|
99.1
|
Press
Release dated January 21, 2011.
|
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:
January 24, 2011
| BLACK DIAMOND, INC. | |||
|
|
By:
|
/s/ Robert Peay | |
| Name: | Robert Peay | ||
| Title: |
Chief
Financial Officer, Secretary and
Treasurer
|
||
|
(Principal
Financial and Accounting Officer)
|
|||
|
Exhibit
|
Description
|
|
3.1
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of the
Company, as amended.
|
|
99.1
|
Press
Release dated January 21, 2011.
|