-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aw+mznvS9kKbFgKrfjTsJnDy50Ar8Dx+4HFJ0spF0xkrsaqFacFQSD3rVmpiSSkt f+B5GhTia8aP7622NL8MCQ== 0000950144-97-007521.txt : 19970702 0000950144-97-007521.hdr.sgml : 19970702 ACCESSION NUMBER: 0000950144-97-007521 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CORP CENTRAL INDEX KEY: 0000947116 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 581817306 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30501 FILM NUMBER: 97633968 BUSINESS ADDRESS: STREET 1: 1055 LENOX PARK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 S-3 1 HARBINGER CORPORATION 1 As filed with the Securities and Exchange Commission on July 1, 1997 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- HARBINGER CORPORATION (Exact name of issuer as specified in its charter) GEORGIA 58-1817306 (State of Incorporation) (I.R.S. Employer Identification Number)
1055 LENOX PARK BOULEVARD ATLANTA, GEORGIA 30319 (404) 467-3000 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices and principal place of business) --------------------------------- LOREN B. WIMPFHEIMER DIRECTOR OF LEGAL AFFAIRS HARBINGER CORPORATION 1055 LENOX PARK BOULEVARD ATLANTA, GEORGIA 30319 (404) 467-3000 (404) 841-4399 (FAX) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: JOHN C. YATES, ESQ. LARRY W. SHACKELFORD, ESQ. MORRIS, MANNING & MARTIN, L.L.P. 1600 ATLANTA FINANCIAL CENTER 3343 PEACHTREE ROAD, N.E. ATLANTA, GEORGIA 30326 (404) 233-7000 (404) 365-9532 (FAX) --------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement as the Selling Shareholders shall determine. If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ X ] CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------- Amount Proposed maximum Proposed maximum Amount of Title of each class of securities to be offering price per aggregate offering registration to be registered registered Share(1) price(1) fee Common Stock, $.0001 par value per share 300,000 $28.75 $8,625,000 $2,614 - -----------------------------------------------------------------------------------------------------
(1) Computed in accordance with Rule 457(c) solely for the purpose of calculating the registration fee, based upon the average of the high and low prices reported on June 25, 1997, as reported on the Nasdaq Stock Market. --------------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. 2 PROSPECTUS 300,000 SHARES COMMON STOCK ($.0001 par value) This Prospectus relates to up to 300,000 shares (the "Shares") of common stock (the "Common Stock") of Harbinger Corporation, a Georgia corporation ("Harbinger" or the "Company"), which may be offered from time to time by the selling shareholders named herein (the "Selling Shareholders"). See "Selling Shareholders." The Company will not receive any of the proceeds from the sale of shares of Common Stock. The Shares being registered were issued in connection with the acquisitions (the "Acquisitions") by the Company of SupplyTech, Inc. ("SupplyTech") and a portion of the outstanding equity interests in Harbinger NET Services, LLC ("HNS") from BellSouth Telecommunications, Inc. ("BST"). Pursuant to the terms of the Acquisitions, the Company agreed in certain circumstances to register the shares of Common Stock received by each Selling Shareholder. The Company has been advised by each Selling Shareholder that it expects to offer Shares through brokers or dealers to be selected by it from time to time. The Shares may be offered for sale through the Nasdaq Stock Market, in the over-the-counter market, in one or more private transactions, or a combination of such methods of sale, at prices and on terms then prevailing, at prices related to such prices, or at negotiated prices. Each Selling Shareholder may pledge all or a portion of the Shares owned by it as collateral in loan transactions. Upon default by such Selling Shareholder, the pledgee in such loan transaction would have the same rights of sale as such Selling Shareholder under this Prospectus to the extent it remains part of an effective registration statement. Each Selling Shareholder may also transfer Shares owned by it by gift and upon any such transfer the donee would have the same rights of sale as such Selling Shareholder under this Prospectus. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act of 1933, as amended (the "1933 Act"), may be sold under Rule 144 rather than pursuant to this Prospectus. Finally, each Selling Shareholder and any brokers and dealers through whom sales of the Shares are made may be deemed to be "underwriters" within the meaning of the 1933 Act, and the commissions or discounts and other compensation paid to such persons may be regarded as underwriters' compensation. The Common Stock is traded on the Nasdaq National Market ("Nasdaq") under the symbol "HRBC." The average of the high and low prices of the Shares as reported on the Nasdaq Stock Market on June 25, 1997 was $28.75 per share. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------- Price to Underwriting Proceeds to Selling Public Discounts and Shareholders (2) Commissions (1) Per Share.......... $28.75 $.72 $28.03 Total.............. $8,625,000 $216,000 $8,409,000
- -------------------------------------------------------------------------------- (1) Estimated brokerage commissions to be paid by Selling Shareholders. (2) Before deducting estimated expenses of the offering estimated at $25,000, all of which will be paid by the Company. THE DATE OF THIS PROSPECTUS IS JULY ____, 1997. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and files reports and other information with the Securities and Exchange Commission (the "Commission") in accordance therewith. Such reports, proxy statements, and other information filed by the Company are available for inspection and copying at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Commission's Regional Offices located at Room 1028, Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10278 and Room 3190, Kluczynski Federal Building, 230 South Dearborn Street, Chicago, Illinois 60604. Copies of such material may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. The Commission maintains a World Wide Web site on the Internet that contains reports, proxy and information statements and other information regarding registrants which file electronically with the Commission at http://www.sec.gov. The Company's common stock is listed on the Nasdaq Stock Market. In addition to the addresses listed above, reports, proxy statements, and other information concerning the Company can be inspected at the offices of the Nasdaq Stock Market. The Company has filed with the Commission a registration statement on Form S-3 (together with any amendments, the "Registration Statement") under the 1933 Act, covering the Shares being offered by this Prospectus. This Prospectus, which is part of the Registration Statement, does not contain all the information and undertakings set forth in the Registration Statement and reference is made to such Registration Statement, including exhibits, which may be inspected and copied in the manner and at the location specified above, for further information with respect to the Company and the Shares. Statements contained in this Prospectus concerning the provisions of any documents are not necessarily complete and, in each instance, reference is made to the copy of such documents filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission are incorporated by reference in this Prospectus: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1996, filed on March 31, 1997. 2. The Company's Proxy Statement dated April 2, 1997 and filed on April 2, 1997. 3. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, filed on May 13, 1997. 4. The description of the Common Stock of the Company which is contained in the Company's Form 8-A/A Amendment No. 1 dated August 21, 1995, as incorporated by reference therein from the Company's Pre-Effective Amendment No. 4 to its Registration Statement on Form S-1 dated August 18, 1995. 5. The statement of operations of EDI (formerly a business unit of Texas Instruments, Incorporated) for the year ended December 31, 1994, included in the Company's Registration Statement (File No. 33-93804) on Form S-1. 6. The Company's Current Report on Form 8-K dated April 4, 1996, and filed on April 18, 1996, as amended by it's Current Report on Form 8-K/A Amendment No. 1 dated April 4, 1996, and filed June 17, 1996. 7. The Company's Current Report on Form 8-K dated April 19, 1996, and filed on May 2, 1996, as amended by it's Current Report on Form 8-K/A Amendment No. 1 dated April 19, 1996, and filed July 1, 1996. 8. The Company's Current Report on Form 8-K dated April 20, 1996, and filed on May 3, 1996, as amended by it's Current Report on Form 8-K/A Amendment No. 1 dated April 20, 1996, and filed July 2, 1996. 9. The Company's Current Report on Form 8-K dated January 1, 1997, and filed on January 15, 1997, as amended by its Current Report on Form 8-K/A Amendment No. 1 dated January 1, 1997, and filed March 14, 1997. 10. The Company's Current Report on Form 8-K dated January 3, 1997, and filed on January 16, 1997, as amended by its Current Report on Form 8-K/A Amendment No. 1 dated January 3, 1997, and filed March 18, 1997. 11. The Company's Current Report on Form 8-K dated April 28, 1997, and filed on April 28, 1997. 12. The Company's Current Report on Form 8-K dated July 1, 1997, and filed on July 1, 1997. 4 All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares of Common Stock offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof. The Company hereby undertakes to provide without charge to each person to whom this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any and all of the foregoing documents incorporated herein by reference (other than exhibits to such documents which are not specifically incorporated by reference into the information that this Prospectus incorporates). Written or telephone requests should be directed to Investor Relations Department, Harbinger Corporation, 1055 Lenox Park Boulevard, Atlanta, Georgia 30319, telephone number (404) 467-3000. THE COMPANY Harbinger Corporation ("Harbinger" or the "Company") is a leading worldwide provider of electronic commerce products and services to businesses and offers comprehensive, customizable, standards-based electronic commerce solutions. The Company develops, markets and supports software products and provides computer communications network and consulting services which enable businesses to engage in electronic commerce. These electronic commerce solutions are provided over the Harbinger value-added network ("VAN") or the Company's Internet value-added servers ("IVAS"), or directly over standard telephone lines, the Internet, or private internal computer networks known as Intranets. Harbinger offers software products that operate on multiple computer platforms, secure and reliable computer networks and secure Internet communications to facilitate the transmission of business information and transactions, and value-added products and services to enable businesses of all sizes to maximize the number and value of their electronic trading relationships. As of December 31, 1996 the Company's customers included leading U.S. and international corporations and government agencies, including Northrop, Compaq Computer, Digital Equipment Corporation, Hewlett-Packard, Westinghouse Electric, Baxter Healthcare, Johnson & Johnson, Amoco, Chevron, Mobil, Pacific Gas & Electric, Southern California Edison, Bank of America and Barnett Banks. The Company's products and services facilitate electronic commerce and electronic data interchange ("EDI") by businesses and financial institutions by providing the ability to electronically transmit and receive routine business information and documents in a standard format. The Harbinger VAN and IVAS serve as electronic communications links for computer systems by receiving, storing and forwarding electronically transmitted business documents and data for re-transmission in a form that can be received and interpreted by the computer of another commercial business. The method of document exchange is user configurable by trading partner and by document type (such as purchase order, invoice, quote or bid request). Both the Harbinger VAN and IVAS provide encryption and other document management and security methods to allow documents to be exchanged securely and reliably. Harbinger facilitates the electronic link to its computer communications network through its electronic commerce software packages for use in a broad range of computing environments, including DOS, Windows (3.x, 95 and NT), UNIX, IBM AS/400 midrange and IBM MVS mainframe platforms. The Company also provides professional services to assist businesses in the installation, customization, operation and maintenance of their electronic trading relationships. RISK FACTORS Integration of Recent Acquisitions. The Company has completed a number of acquisitions since January 1, 1996, including the acquisitions of SupplyTech and the minority interests of HNS. SupplyTech and HNS have historically reported significant operating losses. The Company's acquisitions present a number of risks and challenges, including the historical operating losses of SupplyTech and HNS, the integration of the SupplyTech software products into the Company's current suite of products, the integration of the sales force of SupplyTech into the Company's existing sales operations, the coordination of customer support services, the integration of international operations with the Company's international affiliates, the development and commercialization of HNS's Internet-related products and the integration of those products with the Company's existing products, and the diversion of management's attention from other business concerns. Several of the newly acquired products address the same markets as, and may therefore be competitive with, existing Company products. There can be no assurance that the Company can successfully assimilate its operations and integrate its software products with these recently acquired operations, software products and technologies, or that the 5 Company will be successful in repositioning its products on a timely basis to achieve market acceptance. Any delay in such integration could have a material adverse effect on the Company. Factors Affecting Operating Results; Potential Fluctuations in Quarterly Results. The Company's quarterly operating results have in the past and may in the future vary or decrease significantly depending on factors such as revenue from software sales, the timing of new product and service announcements, changes in pricing policies by the Company and its competitors, market acceptance of new and enhanced versions of the Company's products, the size and timing of significant orders, changes in operating expenses, changes in Company strategy, personnel changes, government regulation, the introduction of alternative technologies, the effect of acquisitions and general economic factors. The Company has limited or no control over many of these factors. The Company has experienced losses in the past, and at December 31, 1996, after giving effect to the restatement of the financial statements of the Company to reflect the acquisition of SupplyTech, the Company had an accumulated deficit of approximately $20.0 million. The Company operates with virtually no software product order backlog because its software products typically are shipped shortly after orders are received. As a result, revenues in any quarter are substantially dependent on the quantity of purchases of services requested and product orders received in that quarter. Quarterly revenues also are difficult to forecast because the market for electronic commerce and EDI software products is rapidly evolving and the Company's revenues in any period may be significantly affected by the announcements and product offerings of the Company's competitors as well as alternative technologies. The Company's IVAS product is more complex and expensive compared to its other electronic commerce and Internet products introduced to date, and will generally involve significant investment decisions by prospective customers. Accordingly, the Company expects that in selling its IVAS product it will encounter risks typical of companies that rely on large dollar purchase decisions, including the reluctance of purchasers to commit to major investments in new products and protracted sales cycles, both of which add to the difficulty of predicting future revenues and may result in quarterly fluctuations. The Company's expense levels are based, in part, on its expectations as to future revenues. If revenue levels are below expectations, the Company may be unable or unwilling to reduce expenses proportionately and operating results are likely to be adversely affected. Due to all of the foregoing factors, it is likely that in some future quarter or quarters the Company's operating results will be below the expectations of public market analysts and investors. In such event, the price of the Company's Common Stock will likely be adversely affected. The Company recognizes revenues for software license fees upon shipment, net of estimated returns. Customers using the Company's PC products are permitted to return products after delivery for a specified period, generally 60 days. The Company generally has experienced returns of approximately 20% of the PC product sales, and the Company records revenues after a deduction for estimated returns. Any material increase in the Company's return experience could have an adverse effect on its operating results. See "Non-Recurring Charges; Loss in 1997 First Quarter and Expected Loss in Year Ended December 31, 1997." Non-Recurring Charges; Loss in 1997 First Quarter and Expected Loss in Year Ended December 31, 1997. In January 1997, the Company completed the merger with SupplyTech, accounted for as a pooling of interests, and incurred a $7.1 million first quarter 1997 charge related to merger related expenses. Additionally, the Company incurred integration costs related to the merger of $4.8 million during the first quarter of 1997. In January 1997, the Company completed the purchase of the $3.0 million Subordinated Convertible Debenture of HNS (the "Debenture") from BellSouth and the remaining equity in HNS from other shareholders for an aggregate of approximately $9.8 million in consideration. The Company incurred integration costs related to the HNS transaction of $1.6 million during the first quarter of 1997. Additionally, the Company incurred a $2.4 million loss on extinguishment of the Debenture related to its acquisition and a $2.7 million charge for in-process product development related to the acquisition of the minority interest of HNS in the first quarter of 1997. As a result of these charges, the Company incurred a net loss for the first quarter of 1997 and expects to incur a net loss for the year ending December 31, 1997. See "Integration of Recent Acquisitions" and "Risks of Potential Future Acquisitions." Intense Competition. The electronic commerce, EDI and network services and products businesses are intensely competitive, and the Company has many competitors with substantially greater financial, marketing, personnel and technological resources than the Company. Other companies offer products and services that may be considered by customers to be acceptable alternatives to the Company's products and services. Certain companies also operate private computer networks for transacting business with their trading partners. It is expected that other companies may develop and implement similar computer-to-computer networks, some of which may be "public" networks such as the Company's 6 and others may be "private," providing services only to a specific group of trading partners, thereby reducing the Company's ability to increase sales of its network services. In addition, several companies offer PC-based, UNIX, midrange and mainframe and Internet computer software products which compete with the Company's software products. Advanced operating systems and applications software from Microsoft and other vendors also may offer electronic commerce functions that limit the Company's ability to sell its software products. The Company believes that the continuing acceptance of electronic commerce and EDI will attract new competitors, including software applications and operating systems companies that may bundle electronic commerce solutions with their programs, and alternative technologies that may be more sophisticated and cost effective than the Company's products and services. Competitive companies may offer certain electronic commerce products or services, such as communications software or network transactional services, at no charge or a deeply discounted charge, in order to obtain the sale of other products or services. Since the Company's agreements with its network subscribers are terminable upon 30 days' notice, the Company does not have the contractual right to prevent its customers from changing to a competing network. See "Dependence on New Products; Industry Standards." Competitors that offer products and/or services that compete with various of the Company's products and services include, among others, Advantis Systems, Inc.; AT&T; Computer Associates International, Inc.; EDS; General Electric Information Systems; Premenos Technology Corp.; QuickResponse Services, Inc.; Sterling Commerce, Inc. and a joint venture between British Telecommunications Plc and MCI Communications Corporation; as well as the internal programming staffs of various businesses engaging in electronic commerce. Emergence of Electronic Commerce Over the Internet. The Internet provides a potential alternative means of providing electronic commerce to business trading partners. The market for Internet software and services is both emerging and highly competitive, ranging from small companies with limited resources to large companies with substantially greater financial, technical and marketing resources than the Company. In addition to the Company's Internet related products and services, several existing competitors of the Company have introduced their own Internet electronic commerce products and services. Moreover, new competitors, which may include telephone companies and media companies, are likely to increase the provision of business-to-business data transmission services using the Internet. There is no assurance that the Company's TrustedLink Guardian end user software and IVAS, which enable electronic commerce over the Internet, will be accepted in the Internet market or can be competitive with other products based on evolving technologies. If the Internet becomes an accepted method of electronic commerce, the Company could also lose network customers from its VAN which would reduce recurring revenue from network services and have a material adverse effect on the Company. The use of the Company's Internet electronic commerce products and services will depend in large part upon the continued development of the infrastructure for providing Internet access and services. Use of the Internet for business-to-business electronic commerce services raises numerous issues that greatly impact the development of this market. These issues include reliability, data security and data integrity, timely transmission, and pricing of products and services. Because global commerce and online exchange of information on the Internet is new and evolving, it is difficult to predict with any assurance whether the Internet will prove to be a viable commercial marketplace. The Internet has experienced, and is expected to continue to experience, substantial growth in the number of users and the amount of traffic. There can be no assurance that the Internet will continue to be able to support the demands placed on it by this continued growth. In addition, the Internet could lose its viability due to delays in the adoption of new standards and protocols to handle increased levels of Internet activity, or due to increased governmental regulation. There can be no assurance that the infrastructure or complementary services necessary to make the Internet a viable commercial marketplace will be developed, or, if developed, that the Internet will become a viable commercial marketplace for products and services such as those offered by the Company. If the necessary infrastructure or complementary services or facilities are not developed, or if the Internet does not become a viable commercial marketplace, the Company's business, operating results or financial condition will be materially adversely affected. See "Dependence on New Products; Industry Standards." Risks of Potential Future Acquisitions. The Company's growth has been significantly enhanced through acquisitions of other businesses, products and licenses. There can be no assurance that in the future the Company will be able to identify suitable acquisition candidates available for sale at reasonable prices, consummate any acquisition or successfully integrate any acquired business into the Company's operations. Operational and software integration problems may arise if the Company undertakes future acquisitions of complementary products, technologies or businesses. Future acquisitions may also result in potentially dilutive issuances of equity securities, the incurrence of additional debt, the write-off of in-process product development and capitalized product costs, and the amortization of expenses related to 7 goodwill and other intangible assets, all of which could have a material adverse effect on the Company. Acquisitions involve numerous additional risks, including difficulties in the assimilation of the operations, products and personnel of the acquired company, differing company cultures, the diversion of management's attention from other business concerns, risks of entering markets in which the Company has little or no direct prior experience, and the potential loss of key employees of the acquired company. Customer satisfaction or performance problems at a single acquired firm could have a material adverse impact on the reputation of the Company as a whole. The Company expects to finance any future acquisitions with debt financing, the issuance of equity securities (common or preferred stock) or a combination of the foregoing. There can be no assurance that the Company will be able to arrange adequate financing on acceptable terms. See "Ability to Manage Growth." Dependence on New Products; Industry Standards. The electronic commerce industry is characterized by rapid technological change, frequent new product and service introductions and evolving industry standards. The Company's future success will depend in significant part on its ability to anticipate industry standards, continue to apply advances in electronic commerce product and service technologies, enhance existing products and services and introduce and acquire new products and services on a timely basis to keep pace with technological developments. There can be no assurance that the Company will be successful in developing, acquiring or marketing new or enhanced products or services that respond to technological change or evolving industry standards, that the Company will not experience difficulties that could delay or prevent the successful development, acquisition or marketing of such products or services or that its new or enhanced products and services will adequately meet the requirements of the marketplace and achieve market acceptance. In the past, the Company has experienced delays in the commencement of commercial shipments of new products and enhancements, resulting in delays or losses of product revenues. Such delays or failure in the introduction of new or enhanced products or services, or the failure of such products or services to achieve market acceptance, could have a material adverse effect on the business, results of operations and financial condition of the Company. Ability to Manage Growth. The Company has recently experienced significant growth in revenue, operations and personnel as it has made strategic acquisitions, added subscribers to the Harbinger VAN and IVAS and increased the number of licensees of its software products. This growth could continue to place a significant strain on the Company's management and operations, including its sales, marketing, customer support, research and development, finance and administrative operations. Achieving and maintaining profitability during a period of expansion will depend, among other things, on the Company's ability to successfully expand its products, services and markets and to manage its operations and acquisitions effectively. Difficulties in managing growth, including difficulties in obtaining and retaining talented management and product development personnel, especially following an acquisition, could have a material adverse effect on the Company. Investment in International Subsidiaries; International Growth and Operations. The Company believes that its continued growth and profitability will require expansion of its international operations through its international subsidiaries, including NTEX Holding, B.V. in the Netherlands and INOVIS GmbH & Co. in Germany as well as the international operations of SupplyTech in the United Kingdom, Italy, Australia and Mexico (the "International Subsidiaries"). This expansion will require financial resources and significant management attention, particularly by certain members of the management of the Company. The Company's ability to successfully expand its business internationally will also depend upon its ability to attract and retain both talented and qualified managerial, technical and sales personnel and electronic commerce services customers outside the United States and its ability to continue to effectively manage its domestic operations while focusing on international expansion. Certain of the International Subsidiaries have experienced operating losses in their recent histories and some have experienced significant operating losses in their recent histories. To the extent that the International Subsidiaries are unable to penetrate international markets in a timely and profitable manner, the Company's growth, if any, in international sales will be limited, and the Company could be materially adversely affected. Moreover, the Company's ability to successfully implement its international strategy may require installation and operation of a value-added network and implementation of its IVAS software in other countries, as well as additional improvements to its infrastructure and management information systems, including its international customer support systems. In addition, there can be no assurance that the Company will be able to maintain or increase international market demand for the Company's products or services. See "Integration of Recent Acquisitions" and "Risks of Potential Future Acquisitions." 8 International operations are subject to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, longer payment cycles, increased difficulties in collecting accounts receivable and potentially adverse tax consequences. To the extent international sales are denominated in foreign currencies, gains and losses on the conversion to U.S. dollars of revenues, operating expenses, accounts receivable and accounts payable arising from international operations may contribute to fluctuations in the Company's results of operations. The Company has not entered into any hedging or other arrangements for the purpose of guarding against the risk of currency fluctuation. In addition, sales in Europe and certain other parts of the world typically are adversely affected in the third calendar quarter of each year because many customers reduce their business activities in the summer months. Dependence on Key Management and Personnel; Ability to Attract and Retain Qualified Personnel. The Company's success is largely dependent upon its executive officers and key sales and technical personnel, the loss of one or more of whom could have a material adverse effect on the Company. The future success of the Company will depend in large part upon its ability to attract and retain talented and qualified personnel. In particular, the Company believes that it will be important for the Company to hire experienced product development and sales personnel. Competition in the recruitment of highly-qualified personnel in the computer software and electronic commerce industries is intense. The inability of the Company to locate and retain such personnel may have a material adverse effect on the Company. No assurance can be given that the Company can retain its key employees or that it can attract qualified personnel in the future. Dependence Upon Major Customer. The Company has an agreement with System Software Associates, Inc. ("SSA") for the distribution and marketing of certain software products of the Company. SSA is to pay the Company royalties representing a percentage of annual net fees generated by SSA from the sale of software licensed from the Company. For the years ended December 31, 1995 and 1996, revenues from SSA represented approximately 3.4% and 9.7%, respectively of the Company's total revenues for such periods after giving effect to the restatement of the financial statements of the Company to reflect the acquisition of SupplyTech. SSA had minimum royalty obligations of $1.4 million in 1995 and $5.7 million in 1996, which accounted for all of the revenues earned by the Company from SSA. There is no minimum royalty obligation after 1996, and the Company expects that revenues from SSA may substantially decline in 1997 and subsequent years as compared to 1996, and that the average collection period related to cash flows derived from royalty revenues earned from SSA in the future will substantially decline. In the event that SSA ceases to perform under its agreement with the Company or fails to generate product sales consistent with 1996 royalty levels, or the agreement with SSA is terminated, the Company may be adversely affected. Risks of Product Development. Software products as complex as those offered by the Company may contain undetected errors or failures when first introduced or when new versions are released. If software errors are discovered after introduction, the Company could experience delays or lost revenues during the period required to correct these errors. There can be no assurance that, despite testing by the Company and by current and potential customers, errors will not be found in new products or releases after commencement of commercial shipments, resulting in loss of or delay in market acceptance, additional and unexpected expenses to fund further product development or to add programming personnel to complete a development project, and loss of revenue because of the inability to sell the new product on a timely basis, any one or more of which could have a material adverse effect on the Company. Dependence on Data Centers. The network service operations of the Company are dependent upon the ability to protect computer equipment and the information stored in the Company's data centers against damage that may be caused by fire, power loss, telecommunication failures, unauthorized intrusion, computer viruses and disabling devices and other similar events. Notwithstanding precautions the Company has taken, there can be no assurance that a fire or other natural disaster, including national, regional or local telecommunications outages, would not result in a prolonged outage of the Company's network services. In the event of a disaster, and depending on the nature of the disaster, it may take from several hours to several days before the Company's off-site computer system can become operational for all of the Company's customers, and use of the alternative off-site computer would result in substantial additional cost to the Company. In the event that an outage of the Company's network extends for more than several hours, the Company will experience a reduction in revenues by reason of such outage. In the event that such outage extends for one or more days, the Company could potentially lose many of its customers, which may have a material adverse effect on the Company. 9 Dependence upon Certain Licenses. The Company relies on certain technology that it licenses from third parties and other products that are integrated with internally developed software and used in the Company's products to perform key functions or to add important features. There can be no assurance that the Company will be successful in negotiating third-party technology licenses on suitable terms or that such licenses will not be terminated in the future. Moreover, any delay or product problems experienced by such third party suppliers could result in delays in introduction of the Company's products and services until equivalent technology, if available, is identified, licensed and integrated, which could have a material adverse effect on the Company's business, operating results and financial condition. Limited Protection of Proprietary Technology; Risks of Infringement. The Company relies primarily on a combination of copyright, patent and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect its proprietary rights. The Company seeks to protect its software, documentation and other written materials principally under trade secret and copyright laws, which afford only limited protection. The Company presently has one patent for an electronic document interchange test facility and a patent application pending for an EDI communication system. Despite the Company's efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of the Company's products or to obtain and use information that the Company regards as proprietary. There can be no assurance that the Company's means of protecting its proprietary rights will be adequate or that the Company's competitors will not independently develop similar technology. In distributing many of its products, the Company relies primarily on "shrink wrap" licenses that are not signed by licensees and, therefore, may be unenforceable under the laws of certain jurisdictions. In addition, the Company has licensed it products to users and distributors in other countries, and the laws of some foreign countries do not protect the Company's proprietary rights to as great an extent as the laws of the United States. The Company does not believe that any of its products infringe the proprietary rights of third parties. There can be no assurance, however, that third parties will not claim infringement by the Company with respect to current or future products, and the Company has agreed to indemnify many of its customers against such claims. The Company expects that software product developers will increasingly be subject to infringement claims as the number of products and competitors in electronic commerce grows and the functionality of products in different industry segments overlaps. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require the Company to enter into royalty or licensing agreements and indemnify its customers against resulting liability, if any. Such royalty or licensing agreements, if required, may not be available on terms acceptable to the Company or at all, which could have a material adverse effect on the Company. Government Regulatory and Industrial Policy Risks. The Company's network services are transmitted to its customers over dedicated and public telephone lines. These lines are governed by Federal and state regulations establishing the rates, terms and conditions for their use. Changes in the legislative and regulatory environment relating to online services, EDI or the Internet access industry, including regulatory or legislative changes which directly or indirectly affect telecommunication costs, restrict content or increase the likelihood of competition from regional telephone companies or others, could have an adverse effect on the Company's business. The Telecommunications Act of 1996 ("Act") amended the federal telecommunications laws by lifting restrictions on regional telephone companies and others competing with the Company and imposed certain restrictions regarding obscene and indecent content communicated to minors over the Internet or through interactive computer services. The Act set in motion certain events that will lead to the elimination of restrictions on regional telephone companies providing transport between defined geographic boundaries associated with the provision of their own information services. This will enable regional telephone companies to more readily compete with the Company by packaging information service offerings with other services and providing them on a wider geographic scale. Additionally, the Act imposes fines and other criminal liability on any entity that knowingly uses a telecommunications device or interactive computer service to send or display indecent material to minors or intentionally permit any telecommunications facility under such entity's control to be used for such a purpose. The Act provides a defense for persons providing Internet or on-line access, such as the Company, so long as the access is to sites or networks not under the access provider's control. Litigation has been filed in U.S. federal court challenging the constitutionality of certain provisions of the Act. Preliminary injunctions have been issued by a federal court enjoining the U.S. Attorney General from enforcing the Act's "indecency" prohibition. These cases are currently on appeal to the U.S. Supreme Court. The ability and likelihood of state regulators and/or the FCC, or the governments of foreign countries, to impose regulations on the Internet is unclear. At present the Internet is treated by the FCC as an unregulated enhanced service, but the FCC is currently considering whether to regulate certain aspects of the Internet. Also, some countries such as Germany have adopted laws regulating aspects of the Internet, and there are a number of bills currently being considered in the United States at the federal and state levels involving encryption and digital signatures, all of which may 10 impact the Company. The Company cannot predict the impact, if any, that the Act and future court opinions, legislation, regulations or regulatory changes in the United States or other countries may have on its business. Management believes that the Company is in compliance with all material applicable regulations. Anti-Takeover Provisions. The Board of Directors has authority to issue up to 20,000,000 shares of preferred stock and to fix the rights, preferences, privileges and restrictions, including voting rights, of the preferred stock without further vote or action by the Company's shareholders. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. While the Company has no present intention to issue additional shares of preferred stock, such issuance, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company. In addition, the Company's Amended and Restated Articles of Incorporation and Bylaws contain provisions that may discourage proposals or bids to acquire the Company. This could limit the price that certain investors might be willing to pay in the future for shares of Common Stock. The Company's Amended and Restated Articles of Incorporation provide for a classified Board of Directors with three-year, staggered terms for its members. The classification of the Board of Directors could have the effect of making it more difficult for a third party to acquire control of the Company. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Shares. All of the proceeds from the sale of the Shares will be received by the Selling Shareholders. SELLING SHAREHOLDERS The following table sets forth certain information regarding beneficial ownership of the Company's Shares by the Selling Shareholders at June 17, 1997.
Shares Beneficially Shares Beneficially ---------------------------- -------------------------- Name of Selling Owned Prior to Offering(2) Number of Owned After Offering(2) Shareholders(1) Number Percent Offered Number Percent - ---------------------------------- ------------- ------------- --------- ------------ ------------ A. Gail Jackson................... 1,041,552 5.4% 133,000 908,552 4.9% Jerry Steward..................... 136,947 * 37,000 99,947 * Endeavor Capital Management, LLC.. 179,949 * 65,000 114,949 * BellSouth Telecommunications, Inc. 242,287 1.3% 65,000 177,287 * ------------- ------------- --------- ------------ ------------ Total Selling Shareholders........ 1,600,735 8.3% 300,000 1,300,735 6.7%
* Less than 1% of the issued and outstanding shares of the Common Stock. (1) Ms. Jackson is Senior Vice President of Harbinger and prior to its merger with the Company, was the President and a shareholder of SupplyTech, Inc. Endeavor Capital Management, LLC served as a financial advisor to SupplyTech, Inc. in connection with the Company's merger with SupplyTech and provides consulting services to the Company. Otherwise, the Selling Shareholders have no material relationship with the Company. (2) Based on 19,292,204 shares of Common Stock outstanding as of June 17, 1997. In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Common Stock if such person has or shares voting power or investment power with respect to such security, or has the right to acquire beneficial ownership at any time within 60 days from June 30, 1997. As used herein, "voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. LEGAL MATTERS The validity of the Common Stock offered hereby and the issuance thereof will be passed upon for the Company by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. 11 EXPERTS The consolidated financial statements and financial statement schedule of the Company as of December 31, 1996 and 1995, and for each of the years in the two-year period ended December 31, 1996, have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K filed on July 1, 1997 in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP expressed reliance on the report of other auditors as it relates to the amounts included for SupplyTech, Inc. and SupplyTech International, LLC for 1995. The financial statements of Harbinger NET Services, LLC as of December 31, 1996 and 1995 and for the periods ended December 31, 1996 and 1995 have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K/A Amendment No. 1 filed on March 14, 1997 in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm or experts in accounting and auditing. The combined financial statements of SupplyTech, Inc. and SupplyTech International, LLC as of December 31, 1996 and for the year then ended have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K/A Amendment No. 1 filed on March 18, 1997 in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. The financial statements and schedule of the Company for the year ended December 31, 1994, which have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K filed on July 1, 1997 have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference herein and in the registration statement in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. The combined financial statements of SupplyTech, Inc. and SupplyTech International, LLC as of December 31, 1995 and for each of the years in the two-year period ended December 31, 1995 have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K/A Amendment No. 1 filed on March 18, 1997 and from the Company's Current Report on Form 8-K filed on July 1, 1997 in reliance upon the report of Ciulla, Smith & Dale, LLP, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of NTEX Holding B.V. as of December 31, 1995 and for the year then ended, have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K/A Amendment No. 1 filed on June 17, 1996 in reliance upon the report of Moret Ernst & Young Accountants, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. The financial statements of INOVIS GmbH & Co. computergestuzte Informationssysteme as of December 31, 1995, and for the year then ended have been incorporated by reference herein and in the registration statement from the Company's Current Report of Form 8-K/A Amendment No. 1 filed on July 1, 1996 in reliance upon the report of KPMG Deutsche Treuhand-Gesellschaft AG, independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. 12 The consolidated financial statements of Harbinger N.V. and subsidiaries as of December 31, 1995, 1994, and 1993, and for the two years ended December 31, 1995, and 1994, and the one month ended December 31, 1993, have been incorporated by reference herein and in the registration statement from the Company's Current Report on Form 8-K/A Amendment No. 1 filed on July 2, 1996 in reliance upon the report of KPMG Accountants N.V., independent certified public accountants, incorporated by reference herein and in the registration statement and upon the authority of said firm as experts in accounting and auditing. The statement of operations of EDI (formerly a business unit of Texas Instruments, Incorporated) for the year ended December 31, 1994, incorporated by reference in this Prospectus and registration statement, has been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included in the Company's registration statement (Form S-1, No. 33-93804). Such financial statements have been incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES The Company's Amended and Restated Bylaws authorize the Company to indemnify any present or former director, officer, employee, or agent of the Company, or a person serving in a similar post in another organization at the request of the Company, against expenses, judgments, fines, and amounts paid in settlement incurred by him in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent not prohibited by the Georgia Business Corporation Code, public policy or other applicable law. The Georgia Business Corporation Code authorizes a corporation to indemnify its directors, officers, employees, or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including provisions permitting advances for expenses incurred) arising under the 1933 Act. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questions whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. 13 NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO AUTHORIZED BY THE COMPANY OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE ANY OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. __________________ TABLE OF CONTENTS Available Information ................... Incorporation of Certain Information by Reference ......................... The Company ............................ Risk Factors ............................ Use of Proceeds ......................... Selling Shareholders .................... Legal Matters ........................... Experts. ........................ Disclosure of Commission Position on Indemnification for Securities Act Liabilities .......................... __________________ 300,000 SHARES [LOGO] COMMON STOCK ($.0001 PAR VALUE) ________________ PROSPECTUS ________________ July ___, 1997 14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses relating to the registration of Shares will be borne by the Company. Such expenses are estimated to be as follows: Securities and Exchange Commission registration fee $2,591 Accountants' fees and expenses..................... 12,000 Legal fees and expenses............................ 5,000 Miscellaneous...................................... 5,409 -------------- Total Expenses..................................... $25,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Georgia Business Corporation Code permits a corporation to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care of other duty as a director, provided that no provision shall eliminate or limit the liability of a director: (A) for an appropriation, in violation of his duties, of any business opportunity of the corporation; (B) for acts or omissions which involve intentional misconduct or a knowing violation of law; (C) for unlawful corporate distributions; or (D) for any transaction from which the director received an improper personal benefit. This provision pertains only to breaches of duty by directors in their capacity as directors (and not in any other corporate capacity, such as officers) and limits liability only for breaches of fiduciary duties under Georgia corporate law (and not for violation of other laws, such as the federal securities laws). The Company's Amended and Restated Articles of Incorporation (the "Restated Articles") exonerate the Company's directors from monetary liability to the extent permitted by this statutory provision. The Company's Restated Articles and Amended and Restated Bylaws (the "Restated Bylaws") also provide that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Company), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company (and with respect to any criminal action or proceeding, if such person had no reasonable cause to believe such person's conduct was unlawful), to the maximum extent permitted by, and in the manner provided by, the Georgia Business Corporation Code. Notwithstanding any provisions of the Company's Restated Articles and Bylaws to the contrary, the Georgia Business Corporation Code provides that the Company shall not indemnify a director or officer for any liability incurred in a proceeding in which the director is adjudged liable to the Company or is subjected to injunctive relief in favor of the Company: (1) for any appropriation, in violation of his duties, of any business opportunity of the Company; (2) for acts or omissions which involve intentional misconduct or a knowing violation of law; (3) for unlawful corporate distributions; or (4) for any transaction from which the director or officer received an improper personal benefit. The officers and directors of the Company are entitled to indemnification by the Selling Shareholders against any cause of action, loss, claim, damage or liability to the extent it arises out of or is based upon the failure of the Selling Shareholders (or his donees, legatees, or pledgees) and each underwriter to comply with the Prospectus delivery requirements under the federal securities laws or any applicable state securities laws or upon any untrue statement or alleged untrue statement or omission or alleged omission made in this Registration Statement and the Prospectus contained herein, as the same shall be 15 amended or supplemented, made in reliance upon or in conformity with written information furnished to the Company by such Selling Shareholder or such underwriter. ITEM 16. LIST OF EXHIBITS. The following exhibits are filed as part of, or are incorporated by reference into, this report on Form S-3: EXHIBIT NUMBER DESCRIPTION 2.1 Share Purchase Agreement effective as of March 31, 1996 among F.J. Nederlof B.V., H.W.I. Bol, Arthur Nederlof B.V. (the "NTEX Shareholders") and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated April 18, 1996). 2.2 Share Purchase Agreement effective as of March 31, 1996 among Jakob Karszt, Helmut Grimm, Hans Rauh, Nikolai Preis, Ulrich Rehn, Eugen Volbers, Jurgen M. Diet, Wolffried Stucky and Jorg Blum (the "INOVIS Shareholders") and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 2, 1996). 2.3 Debenture Purchase Agreement effective as of January 1, 1997 between BellSouth Telecommunications, Inc. and the Company (incorporated by reference to Exhibit 2.1 filed with the Company's Current Report on Form 8-K dated January 15, 1997). 2.4 Merger Agreement dated January 3, 1997 among SupplyTech, Inc., Harbinger Acquisition Corporation II and the Company (incorporated by reference to Exhibit 2.1 filed with the Company's Current Report on Form 8-K dated January 16, 1997). 2.5 Agreement and Plan of Reorganization between and among Vulcan Ventures, Inc., AXA Equity & Law Life Assurance Society, Ltd. (the "HNV Shareholders"), Harbinger N.V. and the Company effective as of March 29, 1996 (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 3, 1996). 4.1 Provisions of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company defining rights of the holders of the Common Stock (incorporated by reference to Exhibits 3.1 through 3.4 to the Company's Registration Statement on Form S-1 (File No. 33-93804) declared effective on August 22, 1995). 4.2 Specimen Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File 33-93804)). 4.3 Form of Registration Rights Agreement effective March 31, 1996 between the Company and each of the NTEX Shareholders (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated April 18, 1996).
16 4.4 Form of Registration Rights Agreement effective March 29, 1996 between each of the Harbinger N.V. Shareholders and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 3, 1996). 4.5 Form of Warrant issued to former Harbinger N.V. Shareholders on July 18, 1996 (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.6 Registration Rights Agreement among the former shareholders of SupplyTech, Inc. and the Company effective January 3, 1997 (incorporated by reference to Exhibit 4.1 filed with the Company's Current Report on Form 8-K dated January 16, 1997). 4.7 Form of Warrant issued to former INOVIS Shareholders on April 19, 1996 (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated July 1, 1996). 4.8 Form of Registration Rights Agreement effective March 31, 1996 between each of the former INOVIS Shareholders and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated July 1, 1996). 5.1 Opinion of Morris, Manning & Martin, L.L.P. at to the legality of the securities being registered. 10.1 Promissory Note for $10,000,000 payable by the Company to NationsBank of Georgia, N.A. dated April 16, 1997. 10.2 Loan Agreement between the Company and NationsBank of Georgia, N.A. dated as of August 15, 1994, with First Amendment dated as of May 2, 1995 (incorporated by reference to Exhibit 10.13 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.3 Second Amendment to Loan Agreement between the Company and NationsBank, National Association (South) dated April 16, 1997. 10.4 Employment Agreement between the Company and Mr. James M. Travers effective as of February 1, 1995 with letter from the Company to Mr. Travers dated December 27, 1994 (incorporated by reference to Exhibit 10.14 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.5 Employment Agreement between the Company and Mr. James C. Davis effective as of January 18, 1995 (incorporated by reference to Exhibit 10.15 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.6 Assignment of Invention and Patents Thereon (Patent 5,367,664) by Texas Instruments, Incorporated (''TI'') to the Company dated January 12, 1995 as recorded with United States Patent and Trademark Office on March 13, 1995 (incorporated by reference to Exhibit 10.16 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995).
17 10.7 U.S. Patent 5,367,664 issued November 22, 1994 (incorporated by reference to Exhibit 10.17 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.8 Assignment of Invention and Patents Thereon (Application 07/502,955) by TI to the Company dated January 12, 1995 as recorded with United States Patent and Trademark Office on March 13, 1995 (incorporated by reference to Exhibit 10.18 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.9 Asset Purchase Agreement between the Company and TI dated as of December 31, 1994 (incorporated by reference to Exhibit 10.19 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.10 Employment Agreement between the Company and Mr. David A. Meeker effective as of December 21, 1994 (incorporated by reference to Exhibit 10.21 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.11 401(k) Profit Sharing Plan amended and restated effective as of September 1, 1994; original effective date October 1, 1991 (incorporated by reference to Exhibit 10.24 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.12 Employment Agreement between the Company and Mr. C. Tycho Howle effective as of March 4, 1997 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.13 Employment Agreement between the Company and Mr. Joel G. Katz effective as of March 7, 1994 (incorporated by reference to Exhibit 10.26 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.14 Employment Agreement between the Company and Mr. David T. Leach effective as of March 7, 1994 (incorporated by reference to Exhibit 10.27 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.15 License and Service Agreement between the Company and Bank of America National Trust and Savings Association dated as of February 18, 1994 (incorporated by reference to Exhibit 10.29 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.16 Amended and Restated 1993 Stock Option Plan for Nonemployee Directors effective as of August 11, 1993 (incorporated by reference to Exhibit 10.33 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.17 Third Amendment to Amended and Restated 1993 Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996).
18 10.18 Co-Marketing Agreement between the Company and Sprint Communications Company Limited Partnership of Delaware made as of August 9, 1993 (incorporated by reference to Exhibit 10.34 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.19 Lease between the Company and Lenox Park Development 1 L.P. for office located at 1055 Lenox Park Boulevard, Atlanta, Georgia dated July 16, 1992 with First Amendment dated July 22, 1993 and Second Amendment dated December 27, 1993 (incorporated by reference to Exhibit 10.38 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.20 Amended and Restated 1989 Stock Option Plan effective as of April 15, 1992 (incorporated by reference to Exhibit 10.39 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.21+ Harbinger Business Financial Management System License Agreement between the Company as assignee of Harbinger Computer Services, Inc. and Barnett Banks, Inc. dated November 18, 1991 with amendment dated May 21, 1992 (incorporated by reference to Exhibit 10.40 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.22 Software License and Distribution Agreement between the Company and Sprint International Communications Corporation (''Sprint'') effective July 27, 1990 with First Amendment effective as of May 24, 1993 (incorporated by reference to Exhibit 10.41 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.23 Reseller Agreement (now known as Service Management Agreement) between the Company and Sprint effective July 27, 1990 with First Amendment effective as of May 1, 1991, Second Amendment effective as of May 1, 1992, and Third Amendment dated July 1, 1994 (incorporated by reference to Exhibit 10.42 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.24 Form of Indemnification Agreement between the Company and Directors (incorporated by reference to Exhibit 10.43 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.25 Harbinger Corporation 1996 Stock Option Plan (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.26 First Amendment to Harbinger Corporation 1996 Stock Option Plan. (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.27 Amended and Restated Harbinger Corporation Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
19 10.28 First Amendment to Harbinger Corporation Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.29 First Amendment to Harbinger Corporation Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.30 Alliance Agreement dated July 21, 1995 between Systems Software Associates, Inc. and the Company (incorporated by reference to Exhibit 10.47 to the Company's Registration Statement on Form S-1 (File No. 33-93804)). 10.31 First Amendment to Alliance Agreement between System Software Associates, Inc. and Harbinger Corporation (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.32 Employment Agreement between the Company and Mr. Theodore C. Annis effective January 3, 1997 (incorporated by reference to Exhibit 99.2 filed with the Company's Current Report on Form 8-K/A dated March 17, 1997). 10.33 Employment Agreement between the Company and Ms. A. Gail Jackson effective January 3, 1997 (incorporated by reference to Exhibit 99.3 filed with the Company's Current Report on Form 8-K/A dated March 17, 1997). 23.1 Consents of KPMG Peat Marwick LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Ciulla, Smith & Dale, LLP. 23.4 Consent of Moret Ernst & Young Accountants. 23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG. 23.6 Consent of KPMG Accountants N.V. 23.7 Consent of Ernst & Young LLP. 23.8 Consent of Morris Manning & Martin, L.L.P. (included in Exhibit 5). 24.1 Power of Attorney (include at Page II-8 of this Registration Statement).
+ The Company has received confidential treatment with respect to portions of these Exhibits. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. (i) To include in any Prospectus required by Section 10(a)(3) of the Securities Act of 1933; 20 (ii) To reflect in the Prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) For purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on the 27th day of June, 1997. HARBINGER CORPORATION By: /s/ David T. Leach __________________________________________ David T. Leach, Chief Executive Officer 22 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints C. Tycho Howle, David T. Leach and/or Joel G. Katz, jointly and severally, as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign a Registration Statement relating to the registration of shares of common stock on Form S-3 and to sign any and all amendments (including post effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, could lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ C. Tycho Howle Chairman of the Board of Directors June 27, 1997 - --------------------- C. Tycho Howle /s/ David T. Leach Chief Executive Officer June 27, 1997 - --------------------- and Director David T. Leach (Principal Executive Officer) /s/ James C. Davis President, Chief Operating Officer June 27, 1997 - --------------------- and Director James C. Davis /s/ Joel G. Katz Chief Financial Officer and Secretary June 27, 1997 - --------------------- (Principal Financial Officer and Principal Joel G. Katz Accounting Officer) /s/ William D. Savoy Director June 27, 1997 - --------------------- William D. Savoy /s/ William B. King Director June 27, 1997 - --------------------- William B. King /s/ Stuart L. Bell Director June 27, 1997 - --------------------- Stuart L. Bell /s/ Benn R. Konsynski Director June 27, 1997 - --------------------- Benn R. Konsynski /s/ Klaus Neugebauer Director June 27, 1997 - --------------------- Klaus Neugebauer /s/ Ad Nederlof Director June 27, 1997 - --------------------- Ad Nederlof
23 EXHIBIT INDEX The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:
EXHIBIT SEQUENTIAL PAGE NUMBER DESCRIPTION NUMBER 2.1 Share Purchase Agreement effective as of March N/A 31, 1996 among F.J. Nederlof B.V., H.W.I. Bol, Arthur Nederlof B.V. (the "NTEX Shareholders") and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated April 18, 1996). 2.2 Share Purchase Agreement effective as of March N/A 31, 1996 among Jakob Karszt, Helmut Grimm, Hans Rauh, Nikolai Preis, Ulrich Rehn, Eugen Volbers, Jurgen M. Diet, Wolffried Stucky and Jorg Blum (the "INOVIS Shareholders") and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 2, 1996). 2.3 Debenture Purchase Agreement effective as of N/A January 1, 1997 between BellSouth Telecommunications, Inc. and the Company (incorporated by reference to Exhibit 2.1 filed with the Company's Current Report on Form 8-K dated January 15, 1997). 2.4 Merger Agreement dated January 3, 1997 among N/A SupplyTech, Inc., Harbinger Acquisition Corporation II and the Company (incorporated by reference to Exhibit 2.1 filed with the Company's Current Report on Form 8-K dated January 16, 1997). 2.5 Agreement and Plan of Reorganization between and N/A among Vulcan Ventures, Inc., AXA Equity & Law Life Assurance Society, Ltd. (the "HNV Shareholders"), Harbinger N.V. and the Company effective as of March 29, 1996 (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 3, 1996). 3.1 Amended and Restated Articles of Incorporation of N/A the Company (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 3.2 Amended and Restated Bylaws of the Company N/A (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.1 Provisions of the Amended and Restated Articles N/A of Incorporation and Amended and Restated Bylaws of the Company defining rights of the holders of the Common Stock (incorporated by reference to Exhibits 3.1 through 3.4 to the Company's Registration Statement on Form S-1 (File No. 33-93804) declared effective on August 22, 1995).
24 4.2 Specimen Stock Certificate (incorporated by N/A reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File 33-93804)). 4.3 Form of Registration Rights Agreement effective N/A March 31, 1996 between the Company and each of the NTEX Shareholders (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated April 18, 1996). 4.4 Form of Registration Rights Agreement effective N/A March 29, 1996 between each of the Harbinger N.V. Shareholders and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated May 3, 1996). 4.5 Form of Warrant issued to former Harbinger N.V. N/A Shareholders on July 18, 1996 (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 4.6 Registration Rights Agreement among the former N/A shareholders of SupplyTech, Inc. and the Company effective January 3, 1997 (incorporated by reference to Exhibit 4.1 filed with the Company's Current Report on Form 8-K dated January 16, 1997). 4.7 Form of Warrant issued to former INOVIS N/A Shareholders on April 19, 1996 (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated July 1, 1996). 4.8 Form of Registration Rights Agreement effective N/A March 31, 1996 between each of the former INOVIS Shareholders and the Company (incorporated by reference to Exhibit 2(a) filed with the Company's Current Report on Form 8-K dated July 1, 1996). 5.1 Opinion of Morris, Manning & Martin, L.L.P. at to the legality of the securities being registered. 10.1 Promissory Note for $10,000,000 payable by the Company to NationsBank of Georgia, N.A. dated April 16, 1997. 10.2 Loan Agreement between the Company and N/A NationsBank of Georgia, N.A. dated as of August 15, 1994 with First Amendment dated as of May 2, 1995 (incorporated by reference to Exhibit 10.13 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.3 Second Amendment to Loan Agreement between the Company and NationsBank, National Association (South) dated April 16, 1997.
25 10.4 Employment Agreement between the Company and Mr. N/A James M. Travers effective as of February 1, 1995 with letter from the Company to Mr. Travers dated December 27, 1994 (incorporated by reference to Exhibit 10.14 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.5 Employment Agreement between the Company and Mr. N/A James C. Davis effective as of January 18, 1995 (incorporated by reference to Exhibit 10.15 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.6 Assignment of Invention and Patents Thereon N/A (Patent 5,367,664) by Texas Instruments, Incorporated ("TI") to the Company dated January 12, 1995 as recorded with United States Patent and Trademark Office on March 13, 1995 (incorporated by reference to Exhibit 10.16 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.7 U.S. Patent 5,367,664 issued November 22, 1994 N/A (incorporated by reference to Exhibit 10.17 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.8 Assignment of Invention and Patents Thereon N/A (Application 07/502,955) by TI to the Company dated January 12, 1995 as recorded with United States Patent and Trademark Office on March 13, 1995 (incorporated by reference to Exhibit 10.18 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.9 Asset Purchase Agreement between the Company and N/A TI dated as of December 31, 1994 (incorporated by reference to Exhibit 10.19 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.10 Employment Agreement between the Company and Mr. N/A David A. Meeker effective as of December 21, 1994 (incorporated by reference to Exhibit 10.21 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.11 401(k) Profit Sharing Plan amended and restated N/A effective as of September 1, 1994; original effective date October 1, 1991 (incorporated by reference to Exhibit 10.24 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.12 Employment Agreement between the Company and Mr. N/A C. Tycho Howle effective as of March 4, 1997 (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996).
26 10.13 Employment Agreement between the Company and Mr. N/A Joel G. Katz effective as of March 7, 1994 (incorporated by reference to Exhibit 10.26 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.14 Employment Agreement between the Company and Mr. N/A David T. Leach effective as of March 7, 1994 (incorporated by reference to Exhibit 10.27 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.15+ License and Service Agreement between the Company N/A and Bank of America National Trust and Savings Association dated as of February 18, 1994 (incorporated by reference to Exhibit 10.29 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.16 Amended and Restated 1993 Stock Option Plan for N/A Nonemployee Directors effective as of August 11, 1993 (incorporated by reference to Exhibit 10.33 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.17 Third Amendment to Amended and Restated 1993 N/A Stock Option Plan for Nonemployee Directors (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.18 Co-Marketing Agreement between the Company and N/A Sprint Communications Company Limited Partnership of Delaware made as of August 9, 1993 (incorporated by reference to Exhibit 10.34 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.19 Lease between the Company and Lenox Park N/A Development 1 L.P. for office located at 1055 Lenox Park Boulevard, Atlanta, Georgia dated July 16, 1992 with First Amendment dated July 22, 1993 and Second Amendment dated December 27, 1993 (incorporated by reference to Exhibit 10.38 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.20 Amended and Restated 1989 Stock Option Plan N/A effective as of April 15, 1992 (incorporated by reference to Exhibit 10.39 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.21+ Harbinger Business Financial Management System N/A License Agreement between the Company as assignee of Harbinger Computer Services, Inc. and Barnett Banks, Inc. dated November 18, 1991 with amendment dated May 21, 1992 (incorporated by reference to Exhibit 10.40 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995).
27 10.22 Software License and Distribution Agreement N/A between the Company and Sprint International Communications Corporation ("Sprint") effective July 27, 1990 with First Amendment effective as of May 24, 1993 (incorporated by reference to Exhibit 10.41 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.23 Reseller Agreement (now known as Service N/A Management Agreement) between the Company and Sprint effective July 27, 1990 with First Amendment effective as of May 1, 1991, Second Amendment effective as of May 1, 1992, and Third Amendment dated July 1, 1994 (incorporated by reference to Exhibit 10.42 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.24 Form of Indemnification Agreement between the N/A Company and Directors (incorporated by reference to Exhibit 10.43 filed to the Company's Registration Statement on Form S-1 (File 33-93804) declared effective on August 22, 1995). 10.25 Harbinger Corporation 1996 Stock Option Plan N/A (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.26 First Amendment to Harbinger Corporation 1996 N/A Stock Option Plan (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.27 Amended and Restated Harbinger Corporation N/A Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.28 First Amendment to Harbinger Corporation Employee N/A Stock Purchase Plan. (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 10.29 First Amendment to Harbinger Corporation Amended N/A and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995). 10.30 Alliance Agreement dated July 21, 1995 between N/A Systems Software Associates, Inc. and the Company (incorporated by reference to Exhibit 10.47 to the Company's Registration Statement on Form S-1 (File No. 33-93804)). 10.31 First Amendment to Alliance Agreement between N/A System Software Associates, Inc. and Harbinger Corporation (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995).
28 10.32 Employment Agreement between the Company and Mr. N/A Theodore C. Annis effective January 3, 1997 (incorporated by reference to Exhibit 99.2 filed with the Company's Current Report on Form 8-K/A dated March 17, 1997). 10.33 Employment Agreement between the Company and Ms. N/A A. Gail Jackson effective January 3, 1997 (incorporated by reference to Exhibit 99.3 filed with the Company's Current Report on Form 8-K/A dated March 17, 1997). 23.1 Consents of KPMG Peat Marwick LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Ciulla, Smith & Dale, LLP. 23.4 Consent of Moret Ernst & Young Accountants. 23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft AG. 23.6 Consent of KPMG Accountants N.V. 23.7 Consent of Ernst & Young LLP. 23.8 Consent of Morris Manning & Martin, L.L.P. N/A (included in Exhibit 5). 24.1 Power of Attorney (include at Page II-9 of this N/A Registration Statement).
+ The Company has received confidential treatment with respect to portions of these Exhibit EX-5.1 2 OPINION OF MORRIS, MANNING & MARTIN 1 MORRIS, MANNING & MARTIN [Letterhead] June 27, 1997 Harbinger Corporation 1055 Lenox Park Blvd. Atlanta, Georgia 30319 Re: Registration Statement on Form S-3 Gentlemen: We have acted as counsel for Harbinger Corporation, a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3, of a proposed offering of 300,000 shares of the Company's common stock, $.0001 par value per share ("Shares"), by certain shareholders of the Company. We have examined such documents, corporate records, and other instruments as we have considered necessary and advisable for purposes of rendering this opinion. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and validly issued, and are fully paid and nonassessable. This opinion is limited by and is in accordance with, the January 1, 1992, edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion committee of the Corporate and Banking Law Section of the State Bar of Georgia. We hereby consent to the filing of this Opinion as an exhibit to the Company's registration statement on Form S-3 and to the reference to our firm under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, /s/ Larry W. Shackelford MORRIS, MANNING & MARTIN, L.L.P. EX-10.1 3 PROMISSORY NOTE OF $10,000,000.00 1 EXHIBIT 10.1 PROMISSORY NOTE Date April 16, 1997 [_] New [X] Renewal Amount $10,000,000 Maturity Date: May 2, 1998 Bank: Borrower: NationsBank, N.A. (South) Harbinger Corporation Banking Center: High Technology Division 1055 Lenox Park Boulevard Attention: Michael Paulson Atlanta, Georgia 30319 Assistant Vice President Attention: Joel Katz 600 Peachtree Street Atlanta, Georgia 30308 Fulton County Fulton County
FOR VALUE RECEIVED, the undersigned Borrower unconditionally (and jointly and severally, if more than one) promises to pay to the order of Bank, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note, or at such other place as may be designated by Bank, the principal amount of TEN MILLION AND NO/100THS DOLLARS ($10,000,000.00), or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. 1. RATE. PRIME RATE. The Rate shall be the Prime Rate per annum. The "Prime Rate" is the fluctuating rate of interest established by Bank from time to time, at its discretion, whether or not such rate shall be otherwise published. The Prime Rate is established by Bank as an index and may or may not at any time be the best or lowest rate charged by Bank on any loan. Notwithstanding any provision of this Note, Bank does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by the applicable law of the State of Georgia; if any higher rate ceiling is lawful, then that higher rate ceiling shall apply. Any payment in excess of such maximum shall be refunded to Borrower or credited against principal, at the option of Bank. 2. ACCRUAL METHOD. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). 3. RATE CHANGE DATE. Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes. In the event any index is discontinued, Bank shall substitute an index determined by Bank to be comparable, in its sole discretion. 4. PAYMENT SCHEDULE. All payments received hereunder shall be applied first to the payment of any expense or charges payable hereunder or under any other loan documents executed in connection with this Note, then to interest due and payable, with the balance applied to principal, or in such other order as Bank shall determine at its option. SINGLE PRINCIPAL PAYMENT. Principal shall be paid in full in a single payment on May 2, 1998. Interest thereon shall be paid monthly, commencing on June 2, 1997 and continuing on the same day of each successive month thereafter, with a final payment of all unpaid interest at the stated maturity of this Note. 2 5. REVOLVING FEATURE. Borrower may borrow, repay and reborrow hereunder at any time, up to a maximum aggregate amount outstanding at any one time equal to the principal amount of this Note, provided that Borrower is not in default under any provision of this Note, any other documents executed in connection with this Note, or any other note or other loan documents now or hereafter executed in connection with any other obligation of Borrower to Bank, and provided that the borrowings hereunder do not exceed any borrowing base or other limitation on borrowings by Borrower. Bank shall incur no liability for its refusal to advance funds based upon its determination that any conditions of such further advances have not been met. Bank records of the amounts borrowed from time to time shall be conclusive proof thereof. 6. WAIVERS, CONSENTS AND COVENANTS. Borrower, any indorser or guarantor hereof, or any other party hereto (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally: (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any indorsement or guaranty of this Note, or any other documents executed in connection with this Note or any other note or other loan documents now or hereafter executed in connection with any obligation of Borrower to Bank (the "Loan Documents"); (b) consent to all delays, extensions, renewals or other modifications of this Note or the Loan Documents, or waivers of any term hereof or of the Loan Documents, or release or discharge by Bank of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of Bank, or any indulgence shown by Bank (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by Bank shall in any way affect or impair the obligations of any Obligors or be construed as a waiver by Bank of, or otherwise affect, any of Bank's rights under this Note, under any indorsement or guaranty of this Note or under any of the Loan Documents; and (c) agree to pay, on demand, all costs and expenses of collection or defense of this Note or of any indorsement or guaranty hereof and/or the enforcement or defense of Bank's rights with respect to, or the administration, supervision, preservation, or protection of, or realization upon, any property securing payment hereof, including, without limitation, reasonable attorney's fees, including fees related to any suit, mediation or arbitration proceeding, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by any arbitrator or court, whichever is applicable. 7. "INTEREST" LIMITED. As used in this Note and for the purposes of Section 7-4-2 of the Official Code of Georgia Annotated, or any successor thereto, the term "interest" does not include any fees (including, but not limited to, the Loan Fee) or other charges imposed on Borrower in connection with the indebtedness evidenced by this Note, other than the interest described above. 8. PREPAYMENTS. Prepayments may be made in whole or in part at any time on any loan for which the Rate is based on the Prime Rate. All prepayments of principal shall be applied in the inverse order of maturity, or in such other order as Bank shall determine in its sole discretion. No prepayment of any other loan shall be permitted without the prior written consent of Bank. Notwithstanding such prohibition, if there is a prepayment of any such loan, whether by consent of Bank, or because of acceleration or otherwise, Borrower shall, within 15 days of any request by Bank, pay to Bank any loss or expense which Bank may incur or sustain as a result of such prepayment. For the purposes of calculating the amounts owed only, it shall be assumed that Bank actually funded or committed to fund the loan through the purchase of an underlying deposit in an amount and for a term comparable to the loan, and such determination by Bank shall be conclusive, absent a manifest error in computation. 9. DELINQUENCY CHARGE. To the extent permitted by law, a delinquency charge may be imposed in an amount not to exceed four percent (4%) of any payment that is more than fifteen days late. 10. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the failure to pay or perform any obligation, liability or indebtedness of any Obligor to Bank, or to any affiliate or subsidiary of NationsBank Corporation, whether under this Note or any Loan Documents, as and when due (whether upon demand, at maturity or by acceleration); (b) the failure to pay or perform any other obligation, liability or indebtedness of any Obligor to any other party; (c) the death of any Obligor (if an individual); (d) the resignation or withdrawal of any partner or a material owner/guarantor of Borrower, as determined by Bank in its sole discretion; (e) the commencement of a proceeding against any Obligor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of any Obligor or the merger or consolidation of any Obligor with or into another entity; (f) the insolvency of, the business failure of, the appointment of a custodian, trustee, liquidator or receiver for or for any of the property of, the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness, composition or extension by or against any Obligor; 3 (g) the determination by Bank that any representation or warranty made to Bank by any Obligor in any Loan Documents or otherwise is or was, when it was made, untrue or materially misleading; (h) the failure of any Obligor to timely deliver such financial statements, including tax returns, other statements of condition or other information, as Bank shall request from time to time; (i) the entry of a judgment against any Obligor which Bank deems to be of a material nature, in Bank's sole discretion; (j) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any property of any Obligor; (k) the determination by Bank that it is insecure for any reason; (l) the determination by Bank that a material adverse change has occurred in the financial condition of any Obligor; or (m) the failure of Borrower's business to comply with any law or regulation controlling its operation. 11. REMEDIES UPON DEFAULT. Whenever there is a default under this Note (a) the entire balance outstanding hereunder and all other obligations of any Obligor to Bank (however acquired or evidenced) shall, at the option of Bank, become immediately due and payable and any obligation of Bank to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Bank's discretion up to the maximum rate allowed by law, or if none, 25% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Bank's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of this Note or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Bank is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Bank or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Bank shall have all rights and remedies available under each of the Loan Documents, as well as all rights and remedies available at law or in equity. 12. NON-WAIVER. The failure at any time of Bank to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date. All rights and remedies of Bank shall be cumulative and may be pursued singly, successively or together, at the option of Bank. The acceptance by Bank of any partial payment shall not constitute a waiver of any default or of any of Bank's rights under this Note. No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by Bank unless the same shall be in writing, duly signed on behalf of Bank; each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of Bank or the obligations of Obligors to Bank in any other respect at any other time. 13. APPLICABLE LAW, VENUE AND JURISDICTION. This Note and the rights and obligations of Borrower and Bank shall be governed by and interpreted in accordance with the law of the State of Georgia. In any litigation in connection with or to enforce this Note or any indorsement or guaranty of this Note or any Loan Documents, Obligors, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Georgia or the United States located within the State of Georgia and expressly waive any objections as to venue in any such courts. Nothing contained herein shall, however, prevent Bank from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available under applicable law. 14. PARTIAL INVALIDITY. The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision of this Note or of the Loan Documents to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 15. BINDING EFFECT. This Note shall be binding upon and inure to the benefit of Borrower, Obligors and Bank and their respective successors, assigns, heirs and personal representatives, provided, however, that no obligations of Borrower or Obligors hereunder can be assigned without prior written consent of Bank. 16. CONTROLLING DOCUMENT. To the extent that this Note conflicts with or is in any way incompatible with any other document related specifically to the loan evidenced by this Note, this Note shall control over any other such document, and if this Note does not address an issue, then each other such document shall control to the extent that it deals most specifically with an issue. 4 17. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION. A. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF ANY BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS. B. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES. BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS LOAN ARE TO BE USED PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL PURPOSES. BORROWER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL TERMS AND CONDITIONS OF THIS NOTE AND HEREBY EXECUTES THIS NOTE UNDER SEAL AS OF THE DATE HERE ABOVE WRITTEN. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. Harbinger Corporation By: /s/ Joel G. Katz (Seal) ________________________________________ Name: Joel G. Katz ______________________________________ Title: CFO _____________________________________ Laura B. Hartigan ___________________________________________ Attest (If Applicable) [Corporate Seal] EX-10.3 4 SECOND AMENDMENT TO LOAN AGREEMENT 1 EXHIBIT 10.3 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT dated as of April 16, 1997, between Harbinger Corporation, a Georgia corporation, f/k/a Harbinger*EDI Services, (the "Company") and NationsBank, N.A. (South), successor by name change to NationsBank of Georgia, N.A. (the "Bank"). RECITALS The Company and the Bank have entered into a Loan Agreement dated as of August 15, 1994 (the "Agreement") pursuant to which the Bank made a loan to the Company as amended by that certain First Amendment to Loan Agreement dated as of May 2, 1995 (as amended, the "Loan"). The Company and the Bank wish to amend certain terms of the Agreement as herein provided. NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows: Section 1. Definitions. Unless otherwise defined herein, terms defined in the Agreement shall have the same meanings when used herein. Section 2. Amendments. Effective as provided in Section 3 hereof and subject to the provisions of Section 3 hereof, the Agreement is hereby amended as follows: (a) Paragraph 2 shall be deleted in its entirety with the following being substituted in lieu thereof. "A. LOAN. Bank hereby agrees to make loans to the Company in the aggregate principal amount of up to $10,000,000 to be evidenced by certain promissory notes (the promissory notes and any and all renewals, extensions or rearrangements thereof being hereinafter referred to collectively as "the Notes") dated as of the dates and in the amounts set forth on the Note and having maturity dates, repayments terms and interest rates as set forth in the Notes. The Loan provides for a revolving line of credit (the "Line") under which the Company may from time to time borrow, repay and reborrow funds. The Line is subject to the Borrowing Base Agreement attached hereto as Exhibit "A" and by reference made a part hereof. B. USAGE FEE. Borrower will pay hereafter on September 30, 1994 and on the last day of each month for the period from and including the closing date to and including April 2, 1997, a usage fee at a rate per annum of 25% of 1% of the average daily unused portion of the Line during such period. Borrower will pay hereafter on May 2, 1997 and on the same day of each successive month through and including May 2, 1998 a usage fee at a rate per annum of 3/8ths of 1% of the average daily unused portion of the Line during such period. (b) Exhibit "A" shall be replaced in its entirety with the attached Exhibit "A". Section 3. Effective Date. The amendments to the Agreement set forth in Section 2 hereof shall be effective and binding on all the parties on and as of April 16, 1997 (or such later date as all the parties hereto may agree) (the "Effective Date"), provided that all the following conditions precedent have been satisfied on such date: (a) The Bank shall have received one or more counterparts of this Second Amendment executed by each of the parties hereto. (b) All legal matters incident to this Second Amendment shall be satisfactory to counsel for the Bank. 2 (c) No Default shall have occurred and be continuing, and the representations of the Company in Section 4 hereof shall be true on and as of the Effective Date with the same force and effect as if made on and as of the Effective Date; and no lawsuit or proceeding shall be pending (or, to the knowledge of the Company, threatened) against the Company or any of its Consolidated Subsidiaries which is likely to have a material adverse effect upon the consolidated financial condition of the Company and its Consolidated Subsidiaries or upon the ability of the Company to carry out the transactions contemplated by this Second Amendment and the Agreement as amended hereby. (d) The Bank shall have received certified copies of all corporate action taken by the Company to authorize the execution, delivery and performance of this Second Amendment and the Agreement as amended hereby, and the borrowings under the Agreement as amended hereby, and such other documents as Bank's counsel shall reasonably require. Section 4. Representations, Etc. The Company represents covenants and warrants to the Bank that: (i) as of the date hereof no Default has occurred and is continuing; and (ii) the representations and warranties contained in Paragraph 3 of the Agreement as amended hereby, with each reference in such Paragraph 3 to "this Agreement", "hereto", "hereof" and terms of similar import taken as a reference to the Agreement as amended hereby. Section 5. Agreement. (a) Except as specifically amended hereby, the Agreement shall remain unchanged and continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. From and after the Effective Date, (i) each reference in the Agreement (including all Exhibits and Schedules thereto) to "this Agreement," "hereto," "hereof" and terms of similar import taken as a reference to the Agreement and all references to the Agreement in any documents, instruments, certificates, notes, bonds or other agreements executed in connection therewith shall be deemed to refer to the Agreement as amended hereby. (b) The Company agrees that all collateral given as security for the Agreement secures, and shall continue to secure, the Agreement, as amended hereby. (c) The Company waives and releases the Bank from any and all claims and defenses with respect to the Agreement, and any and all documents, instruments, certificates, notes, bonds or other agreements executed in connection therewith. (d) This Second Amendment (i) is limited precisely as specified herein and does not constitute nor shall be deemed to constitute a modification, acceptance or waiver of any other provision of the Agreement, or any documents, instruments, certificate, notes, bonds or agreements delivered in connection therewith and (ii) shall not prejudice or be deemed to prejudice any right(s) the Bank may now have or may in the future have under or in connection with the Agreement, or any documents, instruments, certificates, notes, bonds or agreements executed in connection therewith. Section 6. Applicable Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Georgia. Section 7. Expenses. The Company will pay: (i) all out-of-pocket expenses of the Bank in connection with the preparation, execution and delivery of this Second Amendment; (ii) the reasonable fees of counsel to the Bank, including the allocated cost of in- house counsel; and (iii) all taxes, if any, upon any documents or transactions pursuant to this Second Amendment. Section 8. Counterparts. This Second Amendment may be executed in any number of counterparts, all of which taken together will constitute one agreement, and any of the parties hereto may execute this Second Amendment by signing any such counterpart. IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first above written. 3 Harbinger Corporation, f/k/a Harbinger*EDI Services By: /s/ Joel G. Katz _____________________________ Title: CFO __________________________ Attest: /s/ Laura B. Hartigan _________________________ [CORPORATE SEAL] NationsBank, N.A. (South) By: /s/ Michael S. Paulson _____________________________ Name/Title: Michael S. Paulson, AVP _________________________ EX-23.1 5 CONSENTS OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation We consent to the use of our reports dated May 13, 1997, relating to the consolidated balance sheets of Harbinger Corporation as of December 31, 1996 and 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and the related financial statement schedule, which reports appear in Harbinger Corporation's Current Report on Form 8-K filed on July 1, 1997 and are incorporated by reference in the Form S-3 registration statement of Harbinger Corporation and to the reference to our firm under the heading "Experts" in the Prospectus. Our reports dated May 13, 1997, included a reference to other auditors with respect to 1995, as those reports, as they relate to the 1995 combined financial statements for Supply Tech, Inc. and Supply Tech International, LLC which are included in the consolidated financial statements of Harbinger Corporation, are based solely on the report of the other auditors as it relates to the amounts included for Supply Tech, Inc. and Supply Tech International, LLC. Our reports dated May 13, 1997 also indicated that the financial statements of Harbinger Corporation and Supply Tech, Inc. and Supply Tech International, LLC for 1994 were audited by other auditors, although the reports also indicated that we audited the combination of the accompanying financial statements and financial statement schedule for 1994. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 2 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated February 7, 1997 relating to the balance sheets of Harbinger Net Services, LLC as of December 31, 1996 and 1995, and the related statements of operations, shareholders' equity, and cash flows for the periods ended December 31, 1996 and 1995 included in Harbinger Corporation's Current Report on Form 8-K/A Amendement No.1 filed on March 14, 1997 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated February 19, 1997 relating to the combined balance sheet of Supply Tech, Inc. and Supply Tech International, LLC as of December 31, 1996 and the related combined statements of operations, shareholders' equity (deficit), and cash flows for the year then ended included in Harbinger Corporation's Current Report on Form 8-K/A Amendment No. 1 filed on March 18, 1997 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 EX-23.2 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-3 Registration Statement of our report dated March 14, 1995 included in Harbinger Corporation's Current Report on Form 8-K and to all references to our firm included in this registration statement. Arthur Andersen LLP Atlanta, Georgia June 26, 1997 EX-23.3 7 CONSENT OF CIULLA, SMITH & DALE LLP 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated February 19, 1997 relating to the combined balance sheet of Supply Tech, Inc. and Supply Tech International, LLC as of December 31, 1995 and the related combined statements of operations, shareholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 1995 included in Harbinger Corporation's Current Report on Form 8-K/A Amendment No. 1 filed on March 18, 1997 and Harbinger Corporation's Current Report on Form 8-K filed on or about June 30, 1997 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation. Ciulla, Smith & Dale, LLP Southfield, Michigan June 26, 1997 EX-23.4 8 CONSENT OF MORET ERNST & YOUNG ACCOUNTANTS 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated June 14, 1996 relating to the consolidated balance sheets of NTEX Holding B.V. as of December 31, 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for the year then ended included in Harbinger Corporation's Current Report on Form 8-K/A Amendment No. 1 filed on June 17, 1996 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation. Moret Ernst & Young Accountants The Hague June 26, 1997 EX-23.5 9 CONSENT OF KPMG DEUTSCHE TREHAUD-GESELLSCHAFT AG. 1 EXHIBIT 23.5 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated June 11, 1996 relating to the balance sheet of INOVIS GmbH & Co. computergestuzte Informationssysteme as of December 31, 1995 and the related statements of operations and accumulated deficit, partners' equity, and cash flows for the year then ended included in Harbinger Corporation's Form 8-K/A Amendment No. 1 filed on July 1, 1996 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Deutsche Treuhand-Gesellschaft AG Germany June 26, 1997 EX-23.6 10 CONSENT OF KPMG ACCOUNTANTS N.V. 1 EXHIBIT 23.6 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated June 5, 1996 relating to the consolidated balance sheets of Harbinger N.V. and subsidiaries as of December 31, 1995, 1994 and 1993 and the related consolidated statements of operations, shareholders' equity, and cash flows for the two years ended December 31, 1995 and 1994 and the one month ended December 31, 1993 included in Harbinger Corporation's Current Report on Form 8-K/A Amendment No. 1 filed on July 2, 1996 and incorporated by reference in the Form S-3 registration statement of Harbinger Corporation and to the reference to our firm under the heading "Experts" in the Prospectus. KPMG Accountants N.V. The Hague June 26, 1997 EX-23.7 11 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the registration statement (Form S-3) and related Prospectus of Harbinger Corporation for the registration of 300,000 shares of its common stock and to the incorporation therein of our report dated April 28, 1995, with respect to the statement of operations of EDI (formerly a business of Texas Instruments, Incorporated) for the year ended December 31, 1994 included in Harbinger Corporation's registration statement (Form S-1, No. 33-93804) filed with the Securities and Exchange Commission. Ernst & Young LLP Atlanta, Georgia June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----