Clarus Corporation (NASDAQ: BDE) (“Clarus” or the “Company”), a leading developer, manufacturer and distributor of branded outdoor recreation equipment and active lifestyle products, filed a Form S-3 registration statement today with the Securities and Exchange Commission, commonly known as a “shelf registration statement”. Under the shelf registration statement, Clarus may offer, issue and sell, from time to time, in one or more offerings and series, together or separately, shares of its common stock, shares of its preferred stock, debt securities or guarantees of debt securities up to an aggregate amount of $250,000,000. Additionally, the shelf registration statement includes the registration of up to 4,159,686 shares of Clarus common stock for resale by certain selling stockholders of Clarus (the “Selling Stockholders”) of which 3,675,919 shares are subject to a lock-up agreement expiring May 28, 2012. The proceeds of any offering by the Company are anticipated to be used in the strategic development and growth of the Company's business, both organically and through acquisition. The Company will not receive any proceeds from any sale of the shares owned by the Selling Stockholders. The shelf registration statement has been filed with the Securities and Exchange Commission but is not yet effective. The securities to be registered under the shelf registration statement may not be sold, nor may offers to buy be accepted prior to the time the shelf registration statement becomes effective. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell, or solicitation of an offer to buy securities, if and when such offer is made, will be pursuant to a prospectus or a prospectus supplement that will be issued with respect to any such offering. A copy of any prospectus or prospectus supplement relating to any offering under the shelf registration statement will be filed with the Securities and Exchange Commission and can be obtained, when available, by contacting Clarus Corporation, attention: Mr. Robert Peay, Chief Financial Officer, 2084 East 3900 South, Salt Lake City, UT 84124.
About ClarusClarus is a leading provider of outdoor recreation equipment and active lifestyle products. The Company’s principal brands are Black Diamond™ and Gregory Mountain Products®. The Company develops, manufactures and globally distributes a broad range of products including: rock-climbing equipment (such as carabiners, protection devices, harnesses, belay and devices, helmets, ice-climbing gear), technical backpacks and high-end day packs, tents, trekking poles, headlamps and lanterns, gloves and mittens, skis, ski bindings, ski boots, ski skins and avalanche safety equipment. Headquartered in Salt Lake City, Utah, the Company has more than 475 employees worldwide, with ISO 9001 manufacturing facilities both in Salt Lake City and Southeast China as well as a sewing plant in Calexico, California, distribution centers in Germany, Utah and Southeast China and sales and marketing offices located near Basel, Switzerland and in Yokohama, Japan. For more information about us and our brands, please visit www.claruscorp.com, www.blackdiamondequipment.com, and www.gregorypacks.com. Forward Looking Statements This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may use words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” “will,” 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. The Company 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 the Company’s acquisitions of Black Diamond Black Diamond Equipment, Ltd. (“Black Diamond”) and Gregory Mountain Products, Inc. (“Gregory”), including future financial and operating results that may be realized from the acquisitions; (ii) statements of plans, objectives and expectations of the Company or its management or Board of Directors; (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) our ability to successfully integrate Black Diamond and Gregory; (ii) our ability to realize financial or operating results as expected; (iii) material differences in the actual financial results of the mergers compared with expectations, including the impact of the mergers on the Company’s future earnings per share; (iv) economic conditions and the impact they may have on Black Diamond and Gregory and their respective customers or demand for products; (v) our ability to implement our acquisition growth strategy or obtain financing to support such strategy; (vi) the loss of any member of our senior management or certain other key executives; (vii) our ability to utilize our net operating loss carry forward; and (viii) our ability to adequately protect our intellectual property rights. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section of the Company’s 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 press release are based upon information available to the Company as of the date of this press release, 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 press release.