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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 |
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
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:
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/12/18 | 8-K | ||
For Period end: | 12/31/17 | SD | ||
2/12/08 | ||||
List all Filings |
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 |