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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): October 22, 2020

 

CLARUS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

001-34767

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  ¨ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which
registered
Common Stock, par value $.0001 per share   CLAR   NASDAQ Global Select Market

  

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On October 22, 2020, Clarus Corporation (the “Company”) announced that, as a result of equity capital markets volatility it has decided not to proceed with its previously announced proposed registered offering of convertible senior notes due 2026 in the aggregate amount of $85 million.

  

This report shall not constitute an offer to sell nor the solicitation of an offer to buy the notes or any securities. There can be no assurance if or when the Company may offer any such securities.

 

A copy of the press release announcing the withdrawal of the notes offering is filed as Exhibit 99.1 to this report and is incorporated herein by reference

 

Item 9.01. Financial Statements and Exhibits

 

(d)Exhibits.

 

ExhibitDescription

 

99.1

Press Release dated October 22, 2020.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 22, 2020

 

  CLARUS CORPORATION
                         
  By: /s/ Aaron J. Kuehne  
  Name: Aaron J. Kuehne
  Title: Chief Financial Officer and Chief Administrative Officer