-----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, M3cVJ/hb+Q/utmZ4eYj0oRtkUNDIB7XGzU5cooyEOpEGKJVFgMYr5CmbPdMQVOhP 6fkao06HRbKUZmb14yeakQ== 0000950144-97-013146.txt : 19971209 0000950144-97-013146.hdr.sgml : 19971209 ACCESSION NUMBER: 0000950144-97-013146 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971208 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMENOS TECHNOLOGY CORP CENTRAL INDEX KEY: 0000948722 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510367912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47297 FILM NUMBER: 97734141 BUSINESS ADDRESS: STREET 1: 1000 BURNETT AVE STREET 2: SECOND FL CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 5106882700 MAIL ADDRESS: STREET 1: 1000 BURNETT AVE STREET 2: 2ND FL CITY: CONCORD STATE: CA ZIP: 94520 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: SC 13D BUSINESS ADDRESS: STREET 1: 1055 LENOX PK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 SC 13D 1 PREMENOS TECHNOLOGY CORP /HARBINGER CORP 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) PREMENOS TECHNOLOGY CORP. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 74045V103 (CUSIP Number) LOREN B. WIMPFHEIMER DIRECTOR OF LEGAL AFFAIRS HARBINGER CORPORATION 1055 LENOX PARK BOULEVARD ATLANTA, GEORGIA 30319-5309 404-467-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 23, 1997 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a Statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (continued on following pages) (Page 1 of 8 Pages) 2
CUSIP NO. 74045V103 13D PAGE 2 OF 8 PAGES - --------------------------------------- -------------------------------- - ---------------------------------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Corporation I.R.S. Identification No.: 58-1817306 - ---------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A - ---------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - ---------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 5,015,019* OWNED BY ------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING ------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER PERSON WITH 0 - ---------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,015,019* - ---------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - ---------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.4%* - ---------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------------------------------------------
*SEE ITEM 5 OF TEXT BELOW 3 This Schedule 13D relates to the proposed acquisition by Harbinger Corporation, a Georgia corporation ("Harbinger"), of all of the outstanding stock of Premenos Technology Corp., a Delaware corporation ("Premenos"), pursuant to a Merger Agreement (the "Merger Agreement"), dated as of October 23, 1997, among Harbinger, Premenos and Olympic Subsidiary Corporation, a Delaware corporation and a wholly-owned subsidiary of Harbinger ("Merger Sub"), whereby Merger Sub is to be merged with and into Premenos (the "Merger") and each outstanding share of common stock, par value $.01 per share, of Premenos ("Premenos Common Stock") would be converted into the right to receive .45 shares of common stock, par value $.0001 per share, of Harbinger ("Harbinger Common Stock"). A copy of the Merger Agreement is incorporated herein by reference. As an inducement to Harbinger to enter into the Merger Agreement, Lew Jenkins, the Chairman of Premenos ("Mr. Jenkins"), and David Hildes, the Vice Chairman and Secretary of Premenos ("Mr. Hildes"), entered into Irrevocable Proxy Agreements, dated as of October 23, 1997 (the "Proxy Agreements"), which granted Harbinger an irrevocable proxy to vote the shares of Premenos Common Stock owned by Messrs. Jenkins and Hildes in favor of the Merger Agreement and the Merger. The terms of the Proxy Agreements were disclosed in Harbinger's Registration Statement on Form S-4 (Registration No. 333-39023) filed with the Securities and Exchange Commission in connection with the issuance of shares of Harbinger Common Stock pursuant to the Merger, and a form of the Proxy Agreements was filed as an exhibit to Harbinger's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 1997. ITEM 1. SECURITY AND ISSUER This Statement relates to the Premenos Common Stock. The principal executive offices of Premenos are located at 1000 Burnett Avenue, Concord, California 94520. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c) and (f). This statement is being filed by Harbinger, a Georgia corporation principally engaged in the business of providing electronic commerce products and services to businesses, the principal executive offices of which are located at 1055 Lenox Park Boulevard, Atlanta, Georgia 30319- 5309. The names, business addresses, present principal occupations, principal business of employers and citizenship of the directors and executive officers of Harbinger are set forth in Appendix A, which is attached hereto and incorporated herein by reference. (d) During the last five years, neither Harbinger nor, to the best of Harbinger's knowledge, any of its directors or executive officers listed on Appendix A has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, neither Harbinger nor, to the best of Harbinger's knowledge, any of its directors or executive officers listed on Appendix A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding any violation with respect to such laws. (Page 3 of 8 Pages) 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Irrevocable Proxy Agreements described in Item 4 hereof were entered into by Lew Jenkins and David Hildes as an inducement to Harbinger to enter into the Merger Agreement. ITEM 4. PURPOSE OF TRANSACTION As a condition to the execution of the Merger Agreement, Harbinger entered into the Proxy Agreements with each of Mr. Jenkins, Chairman of the Board of Premenos, and Mr. Hildes, Vice Chairman of the Board and Secretary of Premenos, pursuant to which Messrs. Jenkins and Hildes each granted to Harbinger a proxy (the "Proxy") to represent and vote the 2,683,758 shares of Premenos Common Stock beneficially owned by Mr. Jenkins (the "Jenkins Shares") and the 2,331,261 shares of Premenos Common Stock (including 36,134 shares of Premenos Common Stock issuable upon exercise of options) beneficially owned by Mr. Hildes (the "Hildes Shares" and collectively with the Jenkins Shares the "Shares") in favor of the Merger Agreement and the Merger, at any meeting (whether special or annual, and whether or not adjourned) or by written action of stockholders of Premenos. Copies of the Proxy Agreements are filed herewith as Exhibits 2 and 3 and are incorporated herein by reference. The Shares represent 42.4% of the outstanding shares of Premenos Common Stock as of November 17, 1997. During the term of the Proxy Agreements, each of Messrs. Jenkins and Hildes agreed not to, directly or indirectly, through any officer, director, employee, representative or agent, (i) solicit, initiate or encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a "Competing Offer" (as defined in the Merger Agreement, a copy of which is filed herewith as Exhibit 1 and incorporated herein by reference), or (ii) engage in negotiations or discussions concerning, or provide any non-public information to any person or entity relating to, any Competing Offer. Each of Messrs. Jenkins and Hildes executed his Proxy Agreement in his capacity as a stockholder of Premenos and not in his capacity as an officer or director of Premenos. The Proxy Agreements provide that nothing therein shall limit or affect any actions taken by Mr. Jenkins or Mr. Hildes, respectively, in their capacities as officers or directors of Premenos in exercising Premenos' rights under the Merger Agreement. The Proxy Agreements expire on the first to occur of (i) the termination of the Merger Agreement in accordance with its terms, or (ii) the closing of the Merger. The purpose of the Proxy Agreements is to facilitate Harbinger's acquisition of Premenos by insuring that the Shares will be voted in favor of the Merger Agreement and the Merger. Upon consummation of the Merger, Merger Sub will be merged with and into Premenos and Premenos will become a wholly owned subsidiary of Harbinger. Each outstanding share of Premenos Common Stock will be converted into the right to receive .45 shares of Harbinger Common Stock. In connection with the consummation of the Merger, it is contemplated that the current board of directors of Premenos will resign and the directors of Merger Sub shall become the directors of the surviving corporation. Upon consummation of the Merger, Harbinger expects to cause Premenos to seek to have the Premenos Common Stock deregistered under the Act, and to cease to be authorized to be quoted on the Nasdaq National Market. (Page 4 of 8 Pages) 5 Other than as described above, Harbinger has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although it reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Harbinger may be deemed to be the beneficial owner of the Shares which it has a right to vote pursuant to the Proxy Agreements. Based on the number of shares outstanding as of November 17, 1997, the aggregate of 5,015,019 Shares would constitute 42.4% of the outstanding shares Premenos Common Stock. Harbinger disclaims beneficial ownership of all Shares. Except as set forth above, neither Harbinger nor, to the best of Harbinger's knowledge, any director or executive officer of Harbinger listed on Appendix A hereto beneficially owns any shares of premenos Common Stock. (b) Harbinger has the power to vote the Shares in favor of the Merger Agreement and the Merger pursuant to the Proxy Agreements. Harbinger has no power to vote the Shares on any other proposals submitted to Premenos stockholders. Harbinger has no power to dispose of any Shares. (c) The Proxy Agreements were executed on October 23, 1997. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 4 for a description of the Proxy Agreements which is incorporated herein by reference. Except as set forth above, to the best of Harbinger's knowledge, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of Premenos, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION - ----------- ----------- 1. Merger Agreement, dated as of October 23, 1997, among Harbinger Corporation, Premenos Technology Corp. and Olympic Subsidiary Corporation (filed as Exhibit 2.2
(Page 5 of 8 Pages) 6 to Harbinger's Current Report on Form 8-K dated October 29, 1997 and incorporated herein by reference). 2. Irrevocable Proxy Agreement, dated as of October 23, 1997, among Lew Jenkins and Harbinger Corporation (filed as Exhibit 99.1 to Harbinger's Current Report on Form 8-K dated October 29, 1997 and incorporated herein by reference). 3. Irrevocable Proxy Agreement, dated as of October 23, 1997, among David Hildes and Harbinger Corporation (filed as Exhibit 99.1 to Harbinger's Current Report on Form 8-K dated October 29, 1997 and incorporated herein by reference).
SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARBINGER CORPORATION By:/s/ C. Tycho Howle ------------------------------------ C. Tycho Howle Chairman of the Board Date: December 8, 1997 (Page 6 of 8 Pages) 7 APPENDIX A The following individuals are executive officers or directors of Harbinger. Unless otherwise noted, each individual is a citizen of the United States, and the business address of each executive officer of the Reporting Person is 1055 Lenox Park Boulevard, Atlanta, Georgia 30319-5309.
PRINCIPAL OCCUPATION AND ADDRESS AND BUSINESS NAME TITLE OF EMPLOYER - ---------------------------------------------------------------------------------------------------------- C. Tycho Howle Chairman and Director David T. Leach Chief Executive Officer and Director James C. Davis President and Chief Executive Officer and Director Joel G. Katz Chief Financial Officer and Secretary Theodore C. Annis President, Harbinger SupplyTech James W. Travers President, Harbinger Software Division David A. Meeker Senior Vice President, North American Sales A. Gail Jackson Senior Vice President, Harbinger SupplyTech Willem Van Nieuwenhuyzen(1) General Manager, European Operations William B. King Director Chairman Private Business, Inc. P. O. Box 1603 Brentwood, Tennessee 32024 Banking Software
- ------------------------ (1)Citizen of The Kingdom of The Netherlands (Page 7 of 8 Pages) 8
PRINCIPAL OCCUPATION AND ADDRESS AND BUSINESS NAME TITLE OF EMPLOYER - ------------------------------------------------------------------------------------------------------------------- Stuart L. Bell Director Chairman Innovative Medical Research 1200 High Ridge Road Stamford, Connecticut 06905 Medical Lab Tests Benn R. Konsynski Director Professor of Business Administration Goizueta School of Business Emory University Atlanta, Georgia 30322 Klaus Neugebauer(2) Director Private Investor Widenmayerstr 80538 Munchen GERMANY Ad Nederlof(3) Director Independent Software Consultant Richter Systems DeBrand 15 Amersfoort THE NETHERLANDS Computer Software William D. Savoy Director President Vulcan Northwest, Inc. 110 110th Ave., N.E. - Suite 550 Bellevue, Washington 98004 Venture Capital
- -------------------------- (2)Citizen of the Federal Republic of Germany (3)Citizen of The Kingdom of The Netherlands (Page 8 of 8 Pages) -----END PRIVACY-ENHANCED MESSAGE-----