Clarus Corp 8-K, filed Aug 17, 2020
Clarus Corp (CLAR)
About this 8-K
Clarus Corp filed this 8-K on August 17, 2020, reporting on events of August 14, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On August 14, 2020, Clarus Corporation (the “Company”) delivered a letter (the “Letter”) to Greenhouse Funds LLLP and its affiliates (collectively, “Greenhouse”) approving its request to be permitted under the Company’s Rights Agreement dated as of February 12, 2008 to acquire beneficial ownership in excess of 7.5% of the Company’s outstanding shares of common stock. Such approval is conditioned upon, and subject to Greenhouse: (i) not increasing such beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company’s common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of the Letter.
Furthermore, in the event that Greenhouse reduces its beneficial ownership to below 7.5%, the approval granted pursuant to the Letter shall immediately terminate and Greenhouse would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock.
A copy of the Letter is attached to this Current Report on Form 8-K (the “Report”) as Exhibit 99.1 and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following Exhibit is filed herewith as a part of this Report:
| Exhibit | Description | |
| 99.1 | Letter to Greenhouse Funds LLLP dated August 14, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 17, 2020
| CLARUS CORPORATION | ||
| By: | /s/ Aaron J. Kuehne | |
| Name: Aaron J. Kuehne | ||
| Title: Chief Financial Officer and Chief Administrative Officer | ||
Exhibit 99.1
Clarus Corporation
2084 East 3900 South,
Salt Lake City, Utah 84124
August 14, 2020
Via Regular Mail and Email (jmilano@greenhousefunds.com)
Joseph M. Milano, CFA
Greenhouse Funds LLLP
650 S. Exeter St, Suite 1080
Baltimore, MD 21202
Dear Mr. Milano:
I am responding to your request that Greenhouse Funds LLLP and its Affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (collectively, “Greenhouse”) be permitted under Clarus Corporation’s (the “Company”) Rights Agreement dated as of February 12, 2008 (the “Rights Agreement”) to acquire beneficial ownership in excess of 7.5% of the Company’s outstanding shares of common stock. We note that Greenhouse has beneficial ownership of 2,138,450 shares of the Company’s common stock, as publicly disclosed by Greenhouse in the Schedule 13F for the quarter ended June 30, 2020, filed by it with the Securities and Exchange Commission on August 6, 2020, which represents approximately 7.2% of the Company’s outstanding shares of common stock.
The Company’s Board of Directors has considered Greenhouse’s request to acquire beneficial ownership in excess of 7.5% of the Company’s outstanding shares of common stock, and has determined to approve Greenhouse’s request to increase its current beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock, provided that the foregoing determination is conditioned upon, and subject to Greenhouse: (i) not increasing such beneficial ownership to in excess of 9.9% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company’s common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock on or before the twelve month anniversary of the date of this letter.
Please note that in the event that Greenhouse increases its beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock and then subsequently reduces its beneficial ownership to below 7.5%, the approval granted pursuant to this letter shall immediately terminate and Greenhouse would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock.
Should you have any further questions, please do not hesitate to contact me.
| Very truly yours, | |
| CLARUS CORPORATION |
| By: | /s/ Aaron J. Kuehne | |
| Name: Aaron J. Kuehne | ||
| Title: Chief Administrative Officer and Chief Financial Officer |
| Accepted and Agreed to | |
| as of the Date First Set Forth Above: |
| Greenhouse Funds LLLP | |||
| By: | /s/ Joseph M. Milano | ||
| Name: Joseph M. Milano | ||
| Title: Chief Investment Officer |