-----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, FBQJuem7KpkgXYBGyQKmLZTglUJtNh2RsowcmcdrmnM/O4KBZBQZ0Tcb1jmFMfc0 0wXgGOkAO8iDJsgtQ4MfDA== 0000950144-97-013562.txt : 19971223 0000950144-97-013562.hdr.sgml : 19971223 ACCESSION NUMBER: 0000950144-97-013562 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19971222 EFFECTIVENESS DATE: 19971222 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: SEC FILE NUMBER: 333-42959 FILM NUMBER: 97742560 BUSINESS ADDRESS: STREET 1: 1055 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 DECEMBER 22, 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. HARBINGER CORPORATION 1055 LENOX 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 Maximum Offering Price Proposed Maximum Title of Securities to be Registered Amount to be Per Aggregate Offering Amount of Registration Registered Share(1) Price (1) Fee (1) - ------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, $.0001 PAR VALUE PER SHARE 1,000,000 SHARES $ 22.50 $ 22,500,000 $ 6,638 ===============================================================================================================================
- ------------------------------ (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 December 18, 1997. =============================================================================== 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, the Registration Statement on Form S-8 (File No. 333-30219) filed by Registrant on June 27, 1997 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. The following documents filed by the Company with the Commission are incorporated by reference in this Prospectus: (i) Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Commission on March 31, 1997; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997, and September 30, 1997, filed with the Commission on May 13, 1997, August 12, 1997, and October 29, 1997, respectively; (iii) Current Reports on Form 8-K filed with the Commission on April 18, 1996 (as amended by Form 8-K/A filed with the Commission on June 17, 1996); on May 2, 1996 (as amended by Form 8-K/A filed with the Commission on June 17, 1996); May 2, 1996 (as amended by Form 8-K/A filed with the Commission on July 1, 1996); on May 3, 1996 (as amended by Form 8-K/A wiled with the Commission on July 2, 1996); on January 15, 1997 (as amended by Form 8-K/A filed with the Commission on March 14, 1997); on January 16, 1997 (as amended by Form 8-K/A filed with the Commission on March 18, 1997); on April 28, 1997; on July 1, 1997; on July 16, 1997; on September 2, 1997 (as amended by Form 8-K/A filed with the Commission on October 29, 1997); on October 29, 1997; and on December 8, 1997; and (iv) 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 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. ITEM 8. EXHIBITS.
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 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered
-2- 3 23.1 Consent 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 Morris Manning & Martin, L.L.P. (included in Exhibit 5). 24 Power of Attorney (included at Page 5 of this Registration Statement) 99.1 Second 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 18th day of December, 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 December 18, 1997 - ------------------------------------ C. Tycho Howle /s/ David T. Leach Chief Executive Officer and Director December 18, 1997 - ------------------------------------ (Principal Executive Officer) David T. Leach /s/ James C. Davis Chief Operating Officer, President December 18, 1997 - ------------------------------------ and Director James C. Davis /s/ Joel G. Katz Chief Financial Officer December 18, 1997 - ------------------------------------ (Principal Financial Officer and Principal Joel G. Katz Accounting Officer) /s/ William D. Savoy Director December 18, 1997 - ------------------------------------ William D. Savoy /s/ William B. King Director December 18, 1997 - ------------------------------------ William B. King /s/ Stuart L. Bell Director December 18, 1997 - ------------------------------------ Stuart L. Bell /s/ Klaus Neugebauer Director December 18, 1997 - ------------------------------------ Klaus Neugebauer /s/ Ad Nederlof Director December 18, 1997 - ------------------------------------ Ad Nederlof /s/ Benn R. Konsynski Director December 18, 1997 - ------------------------------------ Benn R. Konsynski
-5- 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 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the securities being registered 23.1 Consent 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 Morris Manning & Martin, L.L.P. (included in Exhibit 5). 24 Power of Attorney (included at Page 5 of this Registration Statement) 99.1 Second Amendment to Harbinger Corporation 1996 Stock Option Plan
The following exhibits are filed with or incorporated by reference into this Registration Statement pursuant to Item 601 of Regulation S-K: -6- EX-5 2 OPINION OF MORRIS, MANNING & MARTIN 1 [MORRIS, MANNING & MARTIN LETTERHEAD] December 18, 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 1,000,000 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, MORRIS, MANNING & MARTIN, L.L.P. /s/ Larry W. Shackelford EX-23.1 3 CONSENT OF KPMG PEAT MARWICK 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our reports 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 Amendment 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 December 17, 1997 2 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to use of our reports dated May 13, 1997 relating to the 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 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-8 Registration Statement of Harbinger Corporation. 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 December 17, 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 Internationa, 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. KMPG Peat Marwick LLP Atlanta, Georgia December 17, 1997 4 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Harbinger Corporation We consent to the use of our report dated October 1, 1997 relating to the balance sheet of Acquion, Inc. as of October 31, 1996, and the related statements of operations, shareholders' 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 October 29, 1997 and incorporated by reference in the Form S-8 Registration Statement of Harbinger Corporation. KMPG Peat Marwick LLP Atlanta, Georgia December 17, 1997 EX-23.2 4 CONSENT OF ARTHUR ANDERSEN 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 Current Report on Form 8-K filed on July 1, 1997 and to all references to our firm included in this registration statement. Arthur Andersen LLP Atlanta, Georgia December 17, 1997 EX-23.3 5 CONSENT OF CIULLA, SMITH & DALE 1 EXHIBIT 23.3 INDEPENDENT AUDITOR'S CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our reports 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 Form 8-K/A Amendment No. 1 filed on March 18, 1997 and Harbinger Corporation's Current Report on Form 8-K filed on July 1, 1997 and incorporated by reference in the Form S-8 Registration Statement of Harbinger Corporation. Ciulla, Smith & Dale, LLP Southfield, Michigan December 17, 1997 EX-23.4 6 CONSENT OF MORET ERNST & YOUNG 1 EXHIBIT 23.4 INDEPENDENT AUDITOR'S 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 (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 June 17, 1996 and incorporated by reference in the Form S-8 Registration Statement of Harbinger Corporation. Moret Ernst & Young Accountants The Hague December 17, 1997 EX-23.5 7 CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT 1 EXHIBIT 23.5 INDEPENDENT AUDITOR'S 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 December 17, 1997 EX-23.6 8 CONSENT OF KPMG ACCOUNTANTS N.V. 1 EXHIBIT 23.6 INDEPENDENT AUDITOR'S 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 December 17, 1997 EX-99.1 9 2ND AMENDMENT TO 1996 STOCK OPTION PLAN 1 EXHIBIT 99.1 SECOND AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN THIS SECOND AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN (the "Amendment") is made effective as of the 18th day of December, 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, First Amendment to the Plan was approved by the shareholders of the Company at the 1997 Annual Meeting of Shareholders; and 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; 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 5,125,000, plus the number of Prior Plan Shares." SECTION 2. Except as specifically amended by this Second Amendment, the Plan shall remain in full force and effect as prior to this First Amendment. IN WITNESS WHEREOF, the Company has caused this SECOND 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, CEO ATTEST: By: /s/ Joel G. Katz ----------------------- Joel G. Katz, Secretary -----END PRIVACY-ENHANCED MESSAGE-----