-----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, DvobKOUfOpUzUIx7M70Vocnxl7/5NGDCbDF6oRGoV3d2Mwbxd4CqqW2WA/AzuteS FcVsLjF1SuDLiQnmn3FsaA== 0000950144-97-007405.txt : 19970630 0000950144-97-007405.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950144-97-007405 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19970627 EFFECTIVENESS DATE: 19970627 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30219 FILM NUMBER: 97631716 BUSINESS ADDRESS: STREET 1: 1055 LENOX PARK 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 JUNE 27, 1997 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)
1055 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 (Full title of Plan) LOREN B. WIMPFHEIMER, ESQ. COPY TO: HARBINGER CORPORATION LARRY W. SHACKELFORD, ESQ. 1055 LENOX PARK BOULEVARD MORRIS, MANNING & MARTIN, L.L.P. ATLANTA, GA 30319 1600 ATLANTA FINANCIAL CENTER (404) 467-3000 3343 PEACHTREE ROAD, N.E. (Name, address, including zip code, ATLANTA, GEORGIA 30326 and telephone number, including area (404) 233-7000 code, of agent for service)
__________________________ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount of Amount to be Offering Price Per Aggregate Offering Registration Fee Title of Securities to be Registered Registered Share (1) Price (1) (1) COMMON STOCK, $.0001 PAR VALUE PER SHARE 1,500,000 SHARES $28.50 $42,750,000 $12,955
(1) 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 June 24, 1997. Exhibit Index appears on Page 6 of 19 sequentially numbered pages. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The contents of the Registration Statement on Form S-8 (File No. 333-03247) filed by Registrant on May 7, 1996 and the Registration Statement on Form S-8 (File No. 33-96774) filed by Registrant on September 8, 1995, are hereby incorporated by reference into this Registration Statement. In addition, the following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement: 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. 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. -2- 3 ITEM 8. EXHIBITS.
Exhibit No. Description 4.1 Amended and Restated Articles of Incorporation of Harbinger Corporation (Incorporated by reference to Exhibits 3.1 to the Company's Registration Statement on Form S-1 (File No. 33-93804) effective 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 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered 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 Power of Attorney (included at Page 4 of this Registration Statement) 99.1 First Amendment to Harbinger Corporation 1996 Stock Option Plan
-3- 4 SIGNATURES Pursuant to the requirements of the Securities Act, 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 the 27th day of June, 1997. HARBINGER CORPORATION By: /s/ David T. Leach ________________________________ David T. Leach Chief Executive Officer -4- 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures 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-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/ C. Tycho Howle Chairman of the Board of Directors June 27, 1997 - --------------------- C. Tycho Howle /s/ David T. Leach Chief Executive Officer and Director, June 27, 1997 - --------------------- Principal Executive Officer David T. Leach /s/ James C. Davis Chief Operating Officer, June 27, 1997 - --------------------- President and Director James C. Davis /s/ Joel G. Katz Chief Financial Officer 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/ Klaus Neugebauer Director June 27, 1997 - --------------------- Klaus Neugebauer /s/ Ad Nederlof Director June 27, 1997 - --------------------- Ad Nederlof /s/ Benn R. Konsynski Director June 27, 1997 - --------------------- Benn R. Konsynski
- 5 - 6 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 No. Description Sequential Page number 4.1 Amended and Restated Articles of Incorporation of Harbinger Corporation (Incorporated by reference to Exhibits 3.1, 3.2 and 3.3 to the Company's Report on Form 10-K for the year ended December 31, 1995) 4.2 Amended and Restated Bylaws of Harbinger Corporation (Incorporated by reference to Exhibit 3.4 to the Company's Report on Form 10-K for the year ended December 31, 1995) 5 Opinion of Morris, Manning & Martin, 7 L.L.P. as to the legality of the securities being registered 23.1 Consents of KPMG Peat Marwick LLP. 8 23.2 Consent of Arthur Andersen LLP. 12 23.3 Consent of Ciulla, Smith & Dale, LLP. 13 23.4 Consent of Moret Ernst & Young Accountants. 14 23.5 Consent of KPMG Deutsche 15 Treuhand-Gesellschaft AG. 23.6 Consent of KPMG Accountants N.V. 16 23.7 Consent of Ernst & Young LLP. 17 23.8 Consent of Morris Manning & Martin, L.L.P. (included in Exhibit 5). 24 Power of Attorney (included at Page 5 of this Registration Statement) 99.1 First Amendment to Harbinger Corporation 18 1996 Stock Option Plan
-6- EX-5 2 OPINION OF MORRIS, MANNING & MARTIN LLP 1 EXHIBIT 5 MORRIS, MANNING & MARTIN A LIMITED LIABILITY PARTNERSHIP ATTORNEYS AT LAW WASHINGTON, D.C. OFFICE MORRIS, MANNING, MARTIN & PLAYER, L.L.P. SOUTHERN BUILDING 805 FIFTEENTH STREET, N.W. WASHINGTON, DC 20005 TELEPHONE 202 408-5153 FACSIMILE 202 408-5146 NORTHSIDE OFFICE SUITE 150 5775-B PEACHTREE DUNWOODY ROAD ATLANTA, GEORGIA 30342 TELEPHONE 404 255-6900 FACSIMILE 404 843-2317 LARRY W. SHACKLEFORD 1600 ATLANTA FINANCIAL CENTER 3343 PEACHTREE ROAD, N.E. ATLANTA, GEORGIA 30326-1044 TELEPHONE 404 233-7000 FACSIMILE 404 365-9532 E-MAIL OTB@MOMAMA.MHS.COMPUSERVE.COM MEMBER, COMMERCIAL LAW AFFILIATES WITH INDEPENDENT FIRMS IN PRINCIPAL CITIES WORLDWIDE June 27, 1997 Harbinger Corporation 1055 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 1,500,000 shares of the Company's common stock, $.0001 par value per share ("Shares"), issuable pursuant to the Harbinger Corporation 1996 Stock Option Plan (the "Plan"). We have examined and are familiar with the originals or copies of 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 Plan 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 Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as Exhibit 5 to the Company's registration statement on Form S-8. Very truly yours, /s/ Larry W. Shackelford MORRIS, MANNING & MARTIN, L.L.P. - 7 - EX-23.1 3 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 report dated March 17, 1997, relating to the supplemental consolidated balance sheets of Harbinger Corporation as of December 31, 1996 and 1995, and the related supplemental 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 supplemental financial statement schedule, which reports appear in Harbinger Corporation's Current Report on Form 8-K filed on April 28, 1997 and are incorporated by reference in the Form S-8 registration statement of Harbinger Corporation. Our reports dated March 17, 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 supplemental 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 March 17, 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 supplemental financial statements and supplemental financial statement schedule for 1994. KPMG PEAT MARWICK LLP Atlanta, Georgia June 26, 1997 -8- 2 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our reports dated February 14, 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 two-year period ended December 31, 1996 and the financial statement schedule included in Harbinger Corporation's Form 10-K for the year ended December 31, 1996 filed on March 31, 1997 and incorporated by reference in the Form S-8 registration statement of Harbinger Corporation. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 -9- 3 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-8 registration statement of Harbinger Corporation. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 -10- 4 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-8 registration statement of Harbinger Corporation. KPMG Peat Marwick LLP Atlanta, Georgia June 26, 1997 -11- EX-23.2 4 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-8 Registration Statement of our report dated March 14, 1995 included in Harbinger Corporation's Annual Report on Form 10-K for the year ended December 31, 1996 and Harbinger Corporation's Current Report on Form 8-K filed on April 28, 1997 and to all references to our firm included in this registration statement. Arthur Andersen LLP Atlanta, Georgia June 26, 1997 -12- EX-23.3 5 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 April 28, 1997 and incorporated by reference in the Form S-8 registration statement of Harbinger Corporation. Ciulla, Smith & Dale, LLP Southfield, Michigan June 26, 1997 -13- EX-23.4 6 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-8 registration statement of Harbinger Corporation. Moret Ernst & Young Accountants The Hague June 26, 1997 -14- EX-23.5 7 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-8 registration statement of Harbinger Corporation. KPMG Deutsche Treuhand-Gesellschaft AG Germany June 26, 1997 -15- EX-23.6 8 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-8 registration statement of Harbinger Corporation. KPMG Accountants N.V. The Hague June 26, 1997 -16- EX-23.7 9 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the registration statement (Form S-8) pertaining to the Harbinger Corporation 1996 Stock Option Plan of our report dated April 28, 1995, with respect to the statement of operations of EDI (formerly a business unit 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 -17- EX-99.1 10 FIRST AMNDMNT TO HARBINGER CORP STOCK OPTION PLAN 1 EXHIBIT 99.1 FIRST AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN THIS FIRST AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN (the "Amendment") is made effective as of the 25th day of April, 1997 (the "Effective Date"), by HARBINGER CORPORATION, a corporation organized and doing business under the laws of the State of Georgia (the "Company"). All capitalized terms in this Amendment have the meaning ascribed to such term as in the Harbinger Corporation 1996 Stock Option Plan (the "Plan"), unless otherwise stated herein. W I T N E S S E T H: WHEREAS, the Board of Directors of the Company desires to amend the Plan to increase the number of shares that may be granted under the Plan; WHEREAS, the Board of Directors of the Company desires to amend the Plan to limit the directors that may be appointed to the Committee to non-employee directors as defined in Section 16b-3(b)(3)(i) of the Exchange Act; and WHEREAS, the Board of Directors of the Company desires to amend the Plan to provide the Committee with authority to determine the transferability of Options granted under the Plan. NOW THEREFORE, in consideration of the premises and mutual promises contained herein, the Plan is hereby amended as follows: SECTION 1. Section 3.1 of the Plan is hereby amended by deleting the first sentence of Section 3.1 of the Plan in its entirety and substituting in lieu thereof the following: "3.1 SHARES RESERVED FOR ISSUANCE. Subject to any antidilution adjustment pursuant to Section 3.2, the maximum number of Shares that may be subject to Options granted hereunder shall not exceed 4,125,000, plus the number of Prior Plan Shares." SECTION 2. The first sentence of Section 5 of the Plan is hereby amended by deleting the first sentence of Section 5 of the Plan in its entirety and substituting in lieu therefore the following: "This Plan shall be administered by either the Committee or a sub-committee of the Committee, which shall consist of two (2) or more directors appointed by the Board, each of whom is a non-employee director as defined in Section 16b-3(b)(3)(i) of the Exchange Act." SECTION 3. Section 7.7 of the Plan is hereby amended by inserting at the end of Section 7.7 of the Plan the following: "...unless otherwise determined by the Committee". SECTION 4. Except as specifically amended by this First Amendment, the Plan shall remain in full force and effect as prior to this First Amendment. -18- 2 IN WITNESS WHEREOF, the Company has caused this FIRST AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN to be executed on the Effective Date. HARBINGER CORPORATION By: /s/ David T. Leach ____________________________________ David T. Leach Chief Executive Officer ATTEST: By: /s/ Joel G. Katz __________________________ Joel G. Katz Secretary -19- -----END PRIVACY-ENHANCED MESSAGE-----