General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 10 44K
2: EX-1 Joint Filing Agreement 1 7K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 4 15K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 3 12K
5: EX-4 Instrument Defining the Rights of Security Holders 2 10K
EX-4 — Instrument Defining the Rights of Security Holders
| EX-4 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
(212) 519-5125
ahaigian@kanekessler.com
April 9, 2002
Sharon L. McBrayer, Esq.
Womble Carlyle Sandridge & Rice
One Atlanta Center
1201 West Peachtree Street, Suite 3500
Atlanta, Georgia 30309
Re: Clarus Corporation
------------------
Dear Ms. McBrayer:
We are in receipt of your letter of April 5, 2002, and have forwarded it
to Mr. Kanders. Please be advised that Mr. Kanders welcomes the opportunity to
meet with Clarus' Chairman of the Board and Chief Executive Officer and the
independent members of the Board of Directors.
Mr. Kanders' agenda is simple. He is looking to reverse Clarus' trend of
quarter upon quarter of disappointing results and loss of significant
shareholder value. To that end, he and his nominees to Clarus' Board are
prepared to explore all viable alternatives to put an end to Clarus' erosion in
shareholder value. Each of Mr. Kanders and his proposed nominees to Clarus'
Board (each of whose nominations were provided to Clarus in Mr. Kanders' initial
letter of March 20, 2002, which was submitted in a timely fashion in accordance
with Clarus' bylaws for inclusion in this year's annual meeting of shareholders)
is prepared to provide Clarus with a statement agreeing to be named in Clarus'
proxy statement and to serve on Clarus' Board if elected by the shareholders.
Mr. Kanders' and his nominees' record of running public companies and
multiplying shareholder value is self-evident, and he is prepared to discuss
their respective qualifications. We appreciate your reminder of Mr. Kanders'
obligations under the federal securities laws. Please be assured that Mr.
Kanders, through his own experience and with the advice of counsel, including
special Delaware counsel, will fully comply with his legal obligations.
Sharon L. McBrayer, Esq.
April 9, 2002
Page 2
Please call me to schedule a meeting between Mr. Kanders and the Clarus
representatives identified above. You should be aware of Mr. Kanders' resolve in
putting forth his own slate of directors for nomination if Clarus does not
include his nominees for election at this year's annual meeting of shareholders,
together with any other proposals they may deem appropriate under the
circumstances. Similarly, any attempt by Clarus to increase the size of its
Board or to otherwise circumvent the nomination of Mr. Kanders and his
colleagues will be viewed as not being in the best interests of the
shareholders, and Mr. Kanders reserves the right to, among other things, name
additional nominees in such event.
A prompt meeting of Mr. Kanders and the named Clarus representatives is
therefore urged and, in Mr. Kanders' view, in the best interests of all
shareholders.
I look forward to hearing from you.
Very truly yours,
/s/ Aris Haigian
AH:nc
cc: Mr. Warren B. Kanders
Robert L. Lawrence, Esq.
C. Stephen Bigler, Esq.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950136-02-001056 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Mon., May 6, 10:53:52.1am ET 
