-----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, MzAw9S50c8r1VL/IVASfVJmvuqHLKBNFzTO3OByXSlSKu/+rPwBS9NiKkhSNZm1J KKuSHClpApItCDdNwAjMiA== 0000950144-00-007225.txt : 20000525 0000950144-00-007225.hdr.sgml : 20000525 ACCESSION NUMBER: 0000950144-00-007225 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000524 EFFECTIVENESS DATE: 20000524 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-8 SEC ACT: SEC FILE NUMBER: 333-37708 FILM NUMBER: 642758 BUSINESS ADDRESS: STREET 1: 1277 LENOX PK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 S-8 1 HARBINGER CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000 REGISTRATION NO. 333-________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- HARBINGER CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) GEORGIA 58-1817306 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1277 LENOX PARK BOULEVARD ATLANTA, GA 30319 (404) 467-3000 (Address of Registrant's principal executive offices, including zip code and telephone number, including area code) ------------------------------ HARBINGER CORPORATION 1996 STOCK OPTION PLAN, AMENDED AND RESTATED HARBINGER CORPORATION EMPLOYEE STOCK PURCHASE PLAN AND AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of Plans) ------------------------------ LOREN B. WIMPFHEIMER, ESQ. VICE PRESIDENT, BUSINESS DEVELOPMENT, GENERAL COUNSEL AND SECRETARY HARBINGER CORPORATION 1277 LENOX PARK BOULEVARD ATLANTA, GA 30319 (404) 467-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================================== Proposed Proposed Maximum Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of Registration to be Registered Registered (1) Price Per Share (2) Price (2) Fee (2) - --------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, $.0001 PAR VALUE PER SHARE 1,450,000 SHARES $13.26 $19,227,000 $5,076 ===========================================================================================================================
- ----------------------- (1) Represents (i) an additional 1,000,000 shares to be reserved for issuance by Registrant under the Harbinger Corporation 1996 Stock Plan, as amended, (ii) an additional 100,000 shares to be reserved for issuance by Registrant under the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan, as amended, and (iii) an additional 350,000 shares to be reserved for issuance by Registrant under the Amended and Restated 1993 Stock Option Plan for Non-Employee Directors, as amended. (2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of the average of the high and low sales prices of the Registrant's Common Stock on May 23, 2000. =============================================================================== 2 INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 33-96774) filed by Registrant on September 8, 1995, the Registration Statement on Form S-8 (File No. 333-03247) filed by Registrant on May 7, 1996, the Registration Statement on Form S-8 (File No. 333-30219) filed by Registrant on June 27, 1997, the Registration Statement on Form S-8 (File No. 333-42959) filed by Registrant on December 22, 1997, and the Registration Statement on Form S-8 (File No. 333-61893) filed by Registrant on August 20, 1998 are hereby incorporated by reference into this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Company with the Commission are incorporated by reference in this registration statement: (i) Annual Report on Form 10-K for the year ended December 31, 1999, filed with the Commission on March 30, 1999 (as amended by Form 10-K/A filed with the Commission on April 3, 2000); (ii) Proxy Statement dated March 31, 2000, filed with the Commission on March 30, 2000; (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, filed with the Commission on May 4, 2000; (iv) Current Reports on Form 8-K filed with the Commission on January 24, 2000; on April 6, 2000; and on April 17, 2000; and (v) The description of the common stock, $.0001 par value per share of the Registrant ("Common Stock") included in Harbinger's Registration Statement on Form 8-A filed with the Commission on June 22, 1995 (as amended by Form 8-A/A filed with the Commission on August 21, 1995). 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 registration statement 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 registration statement and to be a part hereof. The Company hereby undertakes to provide without charge to each person to whom a Prospectus relating to this registration statement 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, 1277 Lenox Park Boulevard, Atlanta, Georgia 30319, telephone number (404) 467-3000. 3 ITEM 8. EXHIBITS. The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description ----------- ----------- 4.1 Amended and Restated Articles of Incorporation of Harbinger Corporation (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 33-93804) dated August 22, 1995). 4.2 Amended and Restated Bylaws of Harbinger Corporation (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered. 10.1 Fifth Amendment to the Harbinger Corporation 1996 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.2 Fourth Amendment to the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.3 Sixth Amendment to the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 23.1 Consent of KPMG LLP. 23.4 Consent of Morris Manning & Martin, L.L.P. (included in Exhibit 5.1). 24 Power of Attorney (included at Page 5 of this Registration Statement).
4 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-8 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 this 23rd day of May, 2000. HARBINGER CORPORATION By:/s/ James M. Travers ------------------------------------------ James M. Travers President and Chief Executive Officer 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears below constitutes and appoints James M. Travers, James K. McCormick and Loren B. Wimpfheimer, 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-8 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, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. /s/ James M. Travers President, Chief Executive May 23, 2000 - ------------------------------------ Officer and Director James M. Travers (Principal Executive Officer) /s/ David T. Leach Acting Chairman and Director May 23, 2000 - ------------------------------------ David T. Leach /s/ James K. McCormick Chief Financial Officer May 23, 2000 - ------------------------------------ (Principal Financial Officer and Principal James K. McCormick Accounting Officer) /s/ William D. Savoy Director May 23, 2000 - ------------------------------------ William D. Savoy /s/ William B. King Director May 23, 2000 - ------------------------------------ William B. King /s/ Stuart L. Bell Director May 23,2000 - ------------------------------------ Stuart L. Bell /s/ Klaus Neugebauer Director May 23, 2000 - ------------------------------------ Klaus Neugebauer /s/ Ad Nederlof Director May 23, 2000 - ------------------------------------ Ad Nederlof /s/ Benn R. Konsynski Director May 23, 2000 - ------------------------------------ Benn R. Konsynski /s/ John D. Lowenberg, Sr. Director May 23, 2000 - ------------------------------------ John D. Lowenberg, Sr. /s/ David Hildes Director May 23, 2000 - ------------------------------------ David Hildes
6 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 4.1 Amended and Restated Articles of Incorporation of Harbinger Corporation (Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 33-93804) dated August 22, 1995). 4.2 Amended and Restated Bylaws of Harbinger Corporation (Incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996). 5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered. 10.1 Fifth Amendment to the Harbinger Corporation 1996 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.2 Fourth Amendment to the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 10.3 Sixth Amendment to the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000). 23.1 Consent of KPMG LLP. 23.4 Consent of Morris Manning & Martin, L.L.P. (included in Exhibit 5.1). 24 Power of Attorney (included at Page 5 of this Registration Statement).
EX-5.1 2 OPINION OF MORRIS, MANNING & MARTIN, L.L.P. 1 EXHIBIT 5.1 [Morris, Manning & Martin] May 23, 2000 Harbinger Corporation 1277 Lenox Park Blvd. Atlanta, Georgia 30319 Re: Registration Statement on Form S-8 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-8, of a proposed offering of 1,450,000 shares of the Company's common stock, $.0001 par value per share ("Shares"), including (i) 1,000,000 Shares issuable pursuant to the Harbinger Corporation 1996 Stock Option Plan, (ii) 100,000 Shares issuable pursuant to the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan and (iii) 350,000 Shares issuable pursuant to the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for Non-Employee Directors (collectively, the "Plans"). We have examined and are familiar with the originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, and other instruments relating to the incorporation of the Company and to the authorization and issuance of Shares under the Plans as would be 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, when issued as contemplated by the Plans, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as Exhibit 5.1 to the Company's registration statement on Form S-8. Very truly yours, MORRIS, MANNING & MARTIN, L.L.P. /s/ Jeffrey L. Schulte Jeffrey L. Schulte 7 EX-23.1 3 CONSENT OF KPMG, L.L.P. 1 EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT The Board of Directors Harbinger Corporation: We consent to incorporation by reference in the Registration Statement on Form S-8 of Harbinger Corporation of our report dated February 10, 2000, relating to the consolidated balance sheets of Harbinger Corporation as of December 31, 1999 and 1998, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1999, and the related financial statement schedule, which reports appear in or are incorporated by reference in the 1999 Annual Report on Form 10-K of Harbinger Corporation. KPMG LLP Atlanta, Georgia May 23, 2000 8 -----END PRIVACY-ENHANCED MESSAGE-----