-----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, Hi93C+TPNw+twbfrT8Fx9NagTxy7yCigFgoazzm1epJR2jbQZKx8ex9Pb1Tx29ez v0f3P7phU2plyyJTw/GwCg== 0000950144-00-004833.txt : 20000412 0000950144-00-004833.hdr.sgml : 20000412 ACCESSION NUMBER: 0000950144-00-004833 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000411 SUBJECT COMPANY: 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: 425 SEC ACT: SEC FILE NUMBER: 000-26298 FILM NUMBER: 598135 BUSINESS ADDRESS: STREET 1: 1277 LENOX PK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 FILED BY: 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: 425 BUSINESS ADDRESS: STREET 1: 1277 LENOX PK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 425 1 HARBINGER CORPORATION 1 Filed by Harbinger Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Harbinger Corporation Commission File No. 0-26298 [PEREGRINE SYSTEMS LOGO] We Make e-Business Work Robinson Humphrey 29th Annual Institutional Conference April 10-12, 2000 Jim McCormick Chief Financial Officer Harbinger Corporation James M. Travers President and CEO Harbinger Corporation Steve Gardner President and CEO Peregrine Systems, Inc. 2 [PEREGRINE SYSTEMS LOGO] James M. Travers President & CEO Harbinger Corporation 3 Forward-Looking Statements The foregoing presentation contains "forward-looking" statements about the expectations, beliefs, plans, intentions and strategies of both Peregrine and Harbinger and, assuming the merger is completed, the combined companies. The ability of either Peregrine, Harbinger, or the combined companies to achieve their planned business objectives involve many risks and uncertainties. Forward-looking statements relating to expectations about future events or results are based upon information available to Peregrine and Harbinger as of today's date. Neither Peregrine, Harbinger, or the combined companies assume any obligation to update any of these statements. These statements are not guarantees of the future performance of either Peregrine, Harbinger, or the combined companies. The actual results of Peregrine, Harbinger, or the combined companies could differ materially from current expectations. Factors that could cause or contribute to these differences include the companies' ability to complete the transaction and, if completed, their ability to integrate Peregrine's and Harbinger's respective business. In addition, both Peregrine and Harbinger have made numerous prior acquisitions, may make future acquisitions, and face additional risks associated with the integration of these acquisitions. The revenues and earnings of both Peregrine and Harbinger are, and the revenues and earnings of the combined companies will be, subject to a number of factors that make estimation of its future operating results extremely uncertain. These factors include competition; increased competition due to each party's expanded product offerings; risks associated with the evolving and varying demand for each company's software products; the ability of Peregrine, Harbinger, and the combined companies to expand their operations; acceptance of e-mail and the Internet as a communication medium; litigation, including litigation over intellectual property rights; and general economic factors. The risks associated with Peregrine's business are discussed in Peregrine's Annual Report on Form 10-K for the year ended March 31, 1999, which was filed with the Securities and Exchange Commission in June 1999, and in Peregrine's subsequent quarterly reports on Form 10-Q filed with the SEC. In addition, factors affecting Harbinger's business are contained in its Annual Report on Form 10-K for the year ended December 31, 1999 filed with the SEC on March 30, 2000. You are encouraged to read this information carefully. Additional Information and Where to Find It: In connection with the proposed merger, Peregrine expects to file a proxy statement and Registration Statement on Form S-4 with the SEC, and Harbinger expects to file a proxy statement with the SEC. We expect that Harbinger and Peregrine will mail a Joint Proxy Statement/Prospectus to stockholders of Harbinger and Peregrine containing additional information about the proposed merger. Investors and security holders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus carefully when they are available. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about Harbinger, Peregrine, the proposed merger, the persons soliciting proxies relating to the proposed merger, their interests in the proposed merger, and related matters. Investors and security holders will be able to obtain free copies of these documents, once available, as well as each company's other SEC filings, through the website maintained by the SEC at http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus, once available, and each company's other SEC filings, may also be obtained from the respective companies. Free copies of Harbinger's filings may be obtained by directing a request through the Investors Relations portion of Harbinger's website at http://www.harbinger.com or by mailing or telephoning Harbinger Corporation, 1277 Lenox Park Boulevard, Atlanta, Georgia 30319, attention: Investor Relations, telephone: (404) 467-3000. Free copies of Peregrine's filings may be obtained by accessing its web site at http://www.peregrine.com or by mailing or telephoning Peregrine Systems, Inc., 12670 High Bluff Drive, San Diego, California 92130, attention: Investor Relations, telephone: (858) 481-5000. You may also read and copy any reports, statements or other information filed by Harbinger or Peregrine at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Participants in Solicitation: Harbinger, its directors, executive officers, and other members of Harbinger's management and employees may be soliciting proxies form Harbinger stockholders in favor of the merger. Information concerning Harbinger's participants in the solicitation is set forth in its Current Report on Form 8-K filed with the SEC on April 5, 2000. In addition, Peregrine, its directors, executive officers, and other members of Peregrine's management and employees may be soliciting proxies from Peregrine stockholders in favor of the issuance of Peregrine Common Stock in the merger. Information concerning Peregrine's participants in the solicitation is set forth in its press release announcing the execution of the merger agreement. This press release was filed with the SEC under Rule 425 on April 6, 2000. 4 Announcement Summary - - April 5, Peregrine Systems, Inc. to acquire Harbinger Corporation - - Stock for stock - .75 Peregrine: 1 Harbinger - - Estimate 36mm Peregrine shares - - Purchase accounting/tax-free reorganization - - Approved by Both Boards - - Subject to Approval by Shareholders, Regulatory and Closing Conditions - - Target close - Summer 2000 5 Power of Combination
Peregrine Systems Harbinger --------- --------- Personnel 1,500 1,000 Core Competence Full life cycle One-stop-shop EC asset management enablement and e-Procurement LTM Revenues $225MM $155MM Footprint 40% International 85% domestic Customer Base 4,000-enterprise/mid 40,000 mid/small; 1MM EC transactions/day
6 Revenue Engines PEREGRINE [GRAPH] PRGN Growth Drivers - - Explosion of IRM Killer App - - Employee self services - Get.It! - - e-Procurement Get.Resources HRBC Growth Drivers - - Digital Marketplaces - - ASP services - - Outsource EC Mgmt - - App-to-App connectivity services HARBINGER [GRAPH] 7 Global e-Business - - Combines worldwide presence - - Approaching $400 million in trailing revenue - - Profitable & debt free - - 2,500+ personnel - - 44,000+ customers - - 92% of Fortune 500 - - Killer Apps - IRM + e-Procurement + transaction engine + connectivity - - e-Everything - MRO/supply chain/fixed asset procurement, IP connectivity - - 1MM commercial transactions daily - - 25 vertical trading communities [MAP] 8 The Opportunity in B2B e-Commerce - - EC Transactions - growing to $7.3 trillion by 2004, GartnerGroup; 25% of all corporate purchasing by 2003, Boston Consulting Group - - e-Marketplaces - growing to $1.4 trillion market by 2004, Forrester - - Portals - 60% of Fortune 500 companies will manage their own enterprise portals by 2003, GartnerGroup - - ASP - growing from $900 million to $30 billion by 2003, Dataquest - - Outsourcing - from $6.8 billion to $14.2 billion in 2003, IDC - - BCI - 40% of e-commerce will be outsourced including trading community expansion programs to third parties by 2004, GartnerGroup 9 [PEREGRINE SYSTEMS LOGO] Steve Gardner President & CEO Peregrine Systems, Inc. 10 Converging Strategies
1997 1998 1999 2000 ---------- ----------------- -------------------- ----------------------- PEREGRINE Asset IT Infrastructure Total Infrastructure Employee Self Service & Intra-enterprise Management Management Management e-Procurement HARBINGER EDI VAN Catalog ASP, XML Portals, Inter-enterprise EDI/IP Hlabs Exchanges harbinger.net Marketplaces, BCI
Synergy for e-Business 11 Peregrine Systems ... - - Global Leader in Infrastructure Resource Management (IRM) - - Leader in the Emerging Market for Employee Self Service [Get It!] 12 Harbinger ... [Harbinger.net LOGO} - - Global Leader in B2B e-Commerce Technology and Service Delivery - harbinger.net(SM) - e-Marketplace Enabler - Internet e-Business Communities - Content and Catalog Data Management - e-Business Software for Buyers & Suppliers - Application Service Provider (ASP) - Hosted Applications Sold On Usage Basis 13 Evolution of the Strategy Physical and Fiscal Resource Management All Lifecycle Peregrine Types of Phases Systems' Infrastructure Employee Self Service 14 Adding e-Business Infrastructure e-CONTENT Physical and Fiscal Resource Management e-BUSINESS INFRASTRUCTURE e-PURCHASING All Lifecycle Phases Peregrine Systems' e-BUSINESS Types of Infrastructure NETWORK Employee Self Service e-MARKETPLACE ACCESS [HARBINGER.NET LOGO] 15 Peregrine and Harbinger Together "We Make e-Business Work" - - Creating & Delivering the Infrastructure of e-Business - - Operating & Managing the e-Business Infrastructure - - Exploiting e-Business for Profit - NOW! - Employee Self Service - e-Procurement - Market Site Operations - - Purely Complementary Products & Solutions 16 Our Customers Tell the Story Representative List LARGE ENTERPRISES SMALL & MEDIUM ENTERPRISES E-MARKETPLACES BUYERS & SUPPLIERS TO ENTERPRISES OF ALL SIZES ABN AMRO Ahold Alamo Rent-A-Car Ameritech American Express Arthur Andersen, LLP Bankers Trust Bell Atlantic Bell South British Gas Canadian Pacific Rail Chase Manhattan Bank debis Systemhaus Deere and Company Depository Trust Company Deutsche Lufthansa Dresdner Bank Detroit Medical Center EDS International EDS/Xerox Electricite de France Edward Jones and Company Europay Fidelity Investments Fleet Financial GE Capital GEICO IBM Global Services Internal Revenue Service J Sainsbury Mellon Bank Microsoft Mitsubishi Electric MBNA P S E & G Packard Bell NEC Penn Power & Light Philip Morris International Proctor & Gamble Quantas Safeway Stores Salomon Brothers Shell Services International Tele Danmark Texas Dept. of Human Services United Healthcare USAA Walt Disney Company 17 What Makes e-Business Work? - - Reliable Infrastructure - - e-Procurement - - e-Marketplace Access - - e-Catalog Content Management - - e-Business Networks - - e-Business Community Integration - - Employee Self Service - - Infrastructure Management 18 B2B COMPONENTS
Sellers Marketplace Buyers B2B Business Services Large sellers Seller Aggregation Large buyers Back office Market Mechanisms Back office Enterprise Buyer Aggregation Enterprise eProcurement Small to medium sellers Small to medium buyers Hosted eSales Hosted eProcurement
B2B Technical Infrastructure Courtesy McKinsey Consultants 19 [LOGO] HARBINGER - Primary Primary - PEREGRINE [LOGO] We make e-commerce work. product product - - Provides products and services for the creation and management of e-marketplaces, enabling customer and supplier transactions, application hosting and security - - Provides ASP services for XML enabled business transaction - - Provides e-Procurement, requisitioning workflow, asset management and linkages to back office
Sellers Marketplace Buyers B2B Business Services Large sellers Large buyers Back office Back office Enterprise Enterprise eProcurement Seller Aggregation Market Mechanisms Buyer Aggregation Small to medium sellers Small to medium buyers Hosted eSales Hosted eProcurement
B2B Technical Infrastructure Courtesy McKinsey Consultants: modified 20 Who Makes e-Business Work?
PRGN/HRBC --------- - - Reliable Infrastructure -- - - e-Procurement -- - - e-Marketplace Access -- - - e-Catalog Content Management -- - - e-Business Networks -- - - e-Business Community Integration -- - - Employee Self Service -- - - Infrastructure Management --
21 Side by Side - - Peregrine Systems - IRM leader - e-Procurement application leader - Employee Self Service leader - Global alliances & partnerships - Rapid revenue growth - Serving 4,000 enterprise customers - - Harbinger - e-Commerce leader - Single source for e-Business technology & service delivery - Rapid growth of new business sectors - Serving 40,000 global customers - 1MM+ h.net commercial transactions per day 22 Peregrine Systems & Harbinger Corporation - - Explosive growth in: - Infrastructure Management - Employee Self Service - e-Marketplace enablement - - Full lifecycle e-Business delivery and operations - - One source for e-Business technology, enablement and services - - Acceleration in average price per sale - - Leveraging global presence in sales, support, and alliances We Make e-Business Work -----END PRIVACY-ENHANCED MESSAGE-----