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Clarus Corp – ‘10-K’ for 12/31/17 – ‘EX-4.2’

On:  Monday, 3/12/18, at 4:26pm ET   ·   For:  12/31/17   ·   Accession #:  1144204-18-14109   ·   File #:  1-34767

Previous ‘10-K’:  ‘10-K’ on 3/6/17 for 12/31/16   ·   Next:  ‘10-K’ on 3/4/19 for 12/31/18   ·   Latest:  ‘10-K’ on 3/7/24 for 12/31/23   ·   5 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/18  Clarus Corp                       10-K       12/31/17  111:13M                                    Toppan Merrill/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    765K 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     38K 
 3: EX-21.1     Subsidiaries List                                   HTML     34K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML     34K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
15: R1          Document And Entity Information                     HTML     62K 
16: R2          Consolidated Balance Sheets                         HTML    113K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     48K 
18: R4          Consolidated Statements Of Comprehensive Income     HTML    134K 
                (Loss)                                                           
19: R5          Consolidated Statements Of Cash Flows               HTML    145K 
20: R6          Consolidated Statements Of Stockholders' Equity     HTML     66K 
21: R7          Nature Of Operations And Summary Of Significant     HTML    114K 
                Accounting Policies                                              
22: R8          Acquisition                                         HTML    132K 
23: R9          Discontinued Operations                             HTML    123K 
24: R10         Inventories                                         HTML     54K 
25: R11         Property And Equipment                              HTML     65K 
26: R12         Goodwill And Other Intangible Assets                HTML    185K 
27: R13         Long-Term Debt                                      HTML     95K 
28: R14         Derivative Financial Instruments                    HTML    109K 
29: R15         Accumulated Other Comprehensive Income              HTML     81K 
30: R16         Fair Value Of Measurements                          HTML    130K 
31: R17         Earnings Per Share                                  HTML    101K 
32: R18         Stock-Based Compensation Plan                       HTML    230K 
33: R19         Restructuring                                       HTML     52K 
34: R20         Commitments And Contingencies                       HTML     53K 
35: R21         Income Taxes                                        HTML    330K 
36: R22         Segment Information                                 HTML    171K 
37: R23         Related Party Transactions                          HTML     48K 
38: R24         Supplementary Data - Quarterly Financial Data       HTML    140K 
39: R25         Nature Of Operations And Summary Of Significant     HTML    191K 
                Accounting Policies (Policy)                                     
40: R26         Acquisition (Tables)                                HTML    115K 
41: R27         Discontinued Operations (Tables)                    HTML    117K 
42: R28         Inventories (Tables)                                HTML     54K 
43: R29         Property And Equipment (Tables)                     HTML     62K 
44: R30         Goodwill And Other Intangible Assets (Tables)       HTML    181K 
45: R31         Long-Term Debt (Tables)                             HTML     82K 
46: R32         Derivative Financial Instruments - (Tables)         HTML     97K 
47: R33         Accumulated Other Comprehensive Income (Tables)     HTML     77K 
48: R34         Fair Value Of Measurements (Tables)                 HTML    120K 
49: R35         Earnings Per Share (Tables)                         HTML     93K 
50: R36         Stock-Based Compensation Plan (Tables)              HTML    218K 
51: R37         Restructuring (Tables)                              HTML     47K 
52: R38         Commitments And Contingencies (Tables)              HTML     45K 
53: R39         Income Taxes (Tables)                               HTML    310K 
54: R40         Segment Information (Tables)                        HTML    162K 
55: R41         Supplementary Data - Quarterly Financial Data       HTML    138K 
                (Tables)                                                         
56: R42         Nature Of Operations And Summary Of Significant     HTML     90K 
                Accounting Policies (Details)                                    
57: R43         Acquisition (Narrative) (Details)                   HTML     69K 
58: R44         Acquisition (Schedule Of Purchase Price             HTML     74K 
                Allocation) (Details)                                            
59: R45         Acquisition (Schedule Of Intangible Assets Other    HTML     53K 
                Than Goodwill Acquired) (Details)                                
60: R46         Acquisition (Pro Forma Results) (Details)           HTML     41K 
61: R47         Discontinued Operations (Narrative) (Details)       HTML     54K 
62: R48         Discontinued Operations (Summarized Discontinued    HTML     69K 
                Operations of Income Statement) (Details)                        
63: R49         Discontinued Operations (Summarized Discontinued    HTML     41K 
                Operations of Cash Flows) (Details)                              
64: R50         Inventories (Details)                               HTML     41K 
65: R51         Property And Equipment (Narrative) (Details)        HTML     35K 
66: R52         Property And Equipment (Property And Equipment)     HTML     55K 
                (Details)                                                        
67: R53         Goodwill And Other Intangible Assets (Narrative)    HTML     50K 
                (Details)                                                        
68: R54         Goodwill And Other Intangible Assets (Schedule Of   HTML     46K 
                Goodwill) (Details)                                              
69: R55         Goodwill And Other Intangible Assets (Schedule Of   HTML     38K 
                Indefinite Lived Intangible Assets) (Details)                    
70: R56         Goodwill And Other Intangible Assets (Schedule Of   HTML     38K 
                Definite Lived Intangible Assets, Net) (Details)                 
71: R57         Goodwill And Other Intangible Assets (Schedule Of   HTML     54K 
                Intangible Assets, Net Of Amortization) (Details)                
72: R58         Goodwill And Other Intangible Assets (Future        HTML     49K 
                Amortization Expense For Definite-Lived Intangible               
                Assets) (Details)                                                
73: R59         Long-Term Debt (Narrative) (Details)                HTML     94K 
74: R60         Long-Term Debt (Components Of Long-Term Debt)       HTML     57K 
                (Details)                                                        
75: R61         Long-Term Debt (Aggregate maturities of long-term   HTML     51K 
                debt and revolving lines of credit) (Details)                    
76: R62         Derivative Financial Instruments (Narrative)        HTML     45K 
                (Details)                                                        
77: R63         Derivative Financial Instruments (Schedule Of       HTML     49K 
                Contracts Designated As Hedged Instruments)                      
                (Details)                                                        
78: R64         Derivative Financial Instruments (Schedule Of       HTML     43K 
                Derivative Instruments Fair Value And Balance                    
                Sheet Classification) (Details)                                  
79: R65         Accumulated Other Comprehensive Income (Components  HTML     54K 
                Of Accumulated Other Comprehensive Income)                       
                (Details)                                                        
80: R66         Accumulated Other Comprehensive Income              HTML     62K 
                (Reclassification Out Of Accumulated Other                       
                Comprehensive Income) (Details)                                  
81: R67         Fair Value Of Measurements (Schedule Of Assets And  HTML     51K 
                Liabilities Measured On A Recurring Basis)                       
                (Details)                                                        
82: R68         Earnings Per Share - (Narrative) (Details)          HTML     36K 
83: R69         Earnings Per Share (Schedule Of Reconciliation Of   HTML     67K 
                Basic And Diluted Shares Of Common Stock                         
                Outstanding Used In Calculation Of Earnings Per                  
                Share) (Details)                                                 
84: R70         Stock-Based Compensation Plan (Narrative)           HTML    101K 
                (Details)                                                        
85: R71         Stock-Based Compensation Plan (Schedule Of          HTML     83K 
                Valuation Assumptions Used In Computing Fair Value               
                Of Stock-Based Awards) (Details)                                 
86: R72         Stock-Based Compensation Plan (Schedule of          HTML     64K 
                Restricted Shares) (Details)                                     
87: R73         Stock-Based Compensation Plan (Schedule Of Total    HTML     40K 
                Non-Cash Stock Compensation Expense Related To                   
                Stock Options And Restricted Stock) (Details)                    
88: R74         Stock-Based Compensation Plan (Summary Of Changes   HTML     77K 
                In Outstanding Awards) (Details)                                 
89: R75         Stock-Based Compensation Plan (Schedule Of Shares   HTML     60K 
                Authorized Under Stock Option Plans, By Exercise                 
                Price Range) (Details)                                           
90: R76         Restructuring - (Narrative) (Details)               HTML     42K 
91: R77         Restructuring - (Schedule of Restructuring and      HTML     48K 
                Related Costs) (Details)                                         
92: R78         Commitments And Contingencies (Narrative)           HTML     36K 
                (Details)                                                        
93: R79         Commitments And Contingencies (Schedule Of Future   HTML     48K 
                Minimum Lease Payments Under Noncancelable                       
                Operating Leases) (Details)                                      
94: R80         Income Taxes (Narrative) (Details)                  HTML     96K 
95: R81         Income Taxes (Components Of Consolidated Income     HTML     40K 
                (Losses) From Continuing Operations Before Income                
                Taxes) (Details)                                                 
96: R82         Income Taxes (Components Of Income Tax Provision    HTML     67K 
                (Benefit) (Details)                                              
97: R83         Income Taxes (Allocation Of Income Tax Expense)     HTML     43K 
                (Details)                                                        
98: R84         Income Taxes (Schedule Of Effective Income Tax      HTML     68K 
                Rate Reconciliation) (Details)                                   
99: R85         Income Taxes (Schedule Of Deferred Tax Assets And   HTML     72K 
                Liabilities) (Details)                                           
100: R86         Income Taxes (Schedule Of Roll Forward Of           HTML     39K  
                Valuation Allowance For Deferred Income Tax                      
                Assets) (Details)                                                
101: R87         Income Taxes (Summary Of Tax Credit Carryforwards)  HTML     47K  
                (Details)                                                        
102: R88         Income Taxes (Schedule Of Unrecognized Tax          HTML     44K  
                Benefits) (Details)                                              
103: R89         Segment Information (Narrative) (Details)           HTML     44K  
104: R90         Segment Information (Financial Information for      HTML     72K  
                Segments) (Details)                                              
105: R91         Segment Information (Total Assets by Segments)      HTML     42K  
                (Details)                                                        
106: R92         Segment Information (Capital Expenditures,          HTML     48K  
                Depreciation and Amortization by Segment)                        
                (Details)                                                        
107: R93         Related Party Transactions - (Narrative) (Details)  HTML     69K  
108: R94         Supplementary Data - Quarterly Financial Data       HTML     56K  
                (Details)                                                        
110: XML         IDEA XML File -- Filing Summary                      XML    217K  
109: EXCEL       IDEA Workbook of Financial Reports                  XLSX    128K  
 9: EX-101.INS  XBRL Instance -- clar-20171231                       XML   4.10M 
11: EX-101.CAL  XBRL Calculations -- clar-20171231_cal               XML    292K 
12: EX-101.DEF  XBRL Definitions -- clar-20171231_def                XML    718K 
13: EX-101.LAB  XBRL Labels -- clar-20171231_lab                     XML   1.51M 
14: EX-101.PRE  XBRL Presentations -- clar-20171231_pre              XML   1.31M 
10: EX-101.SCH  XBRL Schema -- clar-20171231                         XSD    226K 
111: ZIP         XBRL Zipped Folder -- 0001144204-18-014109-xbrl      Zip    247K  


‘EX-4.2’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 4.2

 

SHARES CC COMMON STOCK CUSIP 18270P 10 9 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT IS THE OWNER OF FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.0001 PAR VALUE, OF BY CLARUS CORPORATION AMERICAN COUNTERSIGNED transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. STOCKAND WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. TRANSFER REGISTERED: Dated: (Brooklyn, OR NY) & C P S O TRUST R AUTHORIZED U A R POR T R A I L A O T O E C N C AND SEAL TRANSFER COMPANY, D 1 991 E E SIGNATURE REGISTRARAGENT R CHIEF ADMINISTRATIVE OFFICER LAWA LLC AND CHIEF FINANCIAL OFFICER EXECUTIVE CHAIRMAN PROOF DKS BLACK.ANOTHER 2017 OPERATOR: ANDSEND CORPORATION REDAND 30, 032 1 PMS AUGUST REV. INCHANGES OF: CLARUS PRINTS MAKE PROOF FACE LOGOCHANGES 17000103 BLUE.WITH - WO DARKOK 7 IS -AS SC INOK 38401 PRINTS PROOF: America TN 7660 INTAGLIO THIS COLUMBIA, - FOR 490 - PRINTING: SELECTION 3003 931 - GRONER NorthLANE, 388 FOR APPROPRIATE ABnote ARMSTRONG (931) HOLLY SELECTED SALES: THE 711 COLORS INITIAL PLEASE 

 C: 

 

 

 

 

CLARUS CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHALL BE MADE IN WRITING AND MAY BE MADE TO THE CORPORATION OR TO THE TRANSFER AGENT. THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED (THE CERTIFICATE OF INCORPORATION) OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE PURCHASE OR ACQUISITION (COLLECTIVELY, THE “ACQUISITION”) OF ANY CAPITAL STOCK WITHOUT THE AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”), IF SUCH ACQUISITION AFFECTS THE PERCENTAGE OF CAPITAL STOCK THAT IS TREATED AS OWNED BY A FIVE PERCENT STOCKHOLDER (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), AND SUCH ACQUISITION WOULD, IN THE SOLE DISCRETION AND JUDGMENT OF THE BOARD OF DIRECTORS, JEOPARDIZE THE CORPORATION’S PRESERVATION OF ITS U.S. FEDERAL INCOME TAX ATTRIBUTES PURSUANT TO SECTION 382 OF THE CODE AND IS NOT OTHERWISE IN THE BEST INTERESTS OF THE CORPORATION AND ITS STOCKHOLDERS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON ACQUISITIONS OF STOCK, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — ......................... Custodian .......................... (Cust) (Minor) under Uniform Gifts to Minors Act .............................................................. (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A SECURITIES BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY, SAVINGS ASSOCIATION OR A CREDIT UNION PARTICIPATING IN A MEDALLION PROGRAM PURSUANT TO RULE 17Ad-15 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. X X NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THE CORPORATION AND AMERICAN STOCK TRANSFER & TRUST COMPANY, DATED AS OF FEBRUARY 12, 2008 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE RIGHTS ARE NOT EXERCISABLE PRIOR TO THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, MAY BE EXCHANGED, MAY EXPIRE, MAY BE AMENDED OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID. KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILIATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. ABnote North America PROOF OF: AUGUST 29, 2017 711 ARMSTRONG LANE, COLUMBIA, TN 38401 CLARUS CORPORATION (931) 388-3003 WO - 17000103 BACK OPERATOR: DKS SALES: HOLLY GRONER 931-490-7660 NEW PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF 

 C: 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/12/188-K
For Period end:12/31/17SD
2/12/08
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/07/24  Clarus Corp.                      10-K       12/31/23  123:16M                                    Toppan Merrill Bridge/FA
 2/27/23  Clarus Corp.                      10-K       12/31/22  110:24M                                    Toppan Merrill/FA
 3/07/22  Clarus Corp.                      10-K       12/31/21  114:14M                                    Toppan Merrill/FA
 4/05/21  Clarus Corp.                      10-K/A     12/31/20   12:672K                                   Toppan Merrill/FA
 3/08/21  Clarus Corp.                      10-K       12/31/20  110:21M                                    Toppan Merrill/FA
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Filing Submission 0001144204-18-014109   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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