-----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, Jnl20jDs6QF1HwaFXLRhkNcmldi1voIgnoP6gLuEkaIrHtooX6gUpVW6yhB1Ldcn sSjd3BVdUkIV/rsw+xLwCA== 0000950144-98-010175.txt : 19980821 0000950144-98-010175.hdr.sgml : 19980821 ACCESSION NUMBER: 0000950144-98-010175 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980820 EFFECTIVENESS DATE: 19980820 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: 333-61893 FILM NUMBER: 98695006 BUSINESS ADDRESS: STREET 1: 1055 LENOX PK BLVD CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048414334 S-8 1 HARBINGER CORP 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998 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 NONEMPLOYEE DIRECTORS (Full title of Plans) ------------------------------ LOREN B. WIMPFHEIMER, ESQ. DIRECTOR OF LEGAL AFFAIRS 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 Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee to be Registered Registered Share (1) Price (1) (1) COMMON STOCK, $.0001 PAR VALUE PER SHARE 1,387,500 SHARES $8.59 $11,918,625 $3,516.00 =========================================================================================================
- ------------------ (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 August 14, 1998. ================================================================================ 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. 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, and the Registration Statement on Form S-8 (File No. 333-42959) filed by Registrant on December 22, 1997 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, 1997, filed with the Commission on March 31, 1998; (ii) The Proxy Statement dated April 1, 1998, filed with the Commission on March 30, 1998; (iii) Quarterly Reports on Form 10-Q for the quarter ended March 31, 1998 and June 30, 1998, filed with the Commission on May 15, 1998 and July 14, 1998, respectively; (iv) Current Reports on Form 8-K filed with the Commission on January 2, 1998; on February 24, 1998; and on May 27, 1998; 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 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, 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. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of PriceWaterhouseCoopers 23.3 Consent of Ciulla, Smith & Dale, 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). 99.1 Third Amendment to the Harbinger Corporation 1996 Stock Option Plan (Incorporated by reference to Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 99.2 Second Amendment to the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 99.3 Fourth Amendment to the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for NonEmployee Directors (Incorporated by reference to Exhibit 99.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
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 20th day of August, 1998. HARBINGER CORPORATION By: /s/ David T. Leach ------------------------------- David T. Leach Chief Executive Officer 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 August 20, 1998 - -------------------------- C. Tycho Howle /s/ David T. Leach Chief Executive Officer and Director August 20, 1998 - -------------------------- (Principal Executive Officer) David T. Leach /s/ James C. Davis Chief Operating Officer, President August 20, 1998 - -------------------------- and Director James C. Davis /s/ Joel G. Katz Chief Financial Officer August 20, 1998 - -------------------------- (Principal Financial Officer and Principal Joel G. Katz Accounting Officer) /s/ William D. Savoy Director August 20, 1998 - -------------------------- William D. Savoy /s/ William B. King Director August 20, 1998 - -------------------------- William B. King /s/ Stuart L. Bell Director August 20, 1998 - -------------------------- Stuart L. Bell /s/ Klaus Neugebauer Director August 20, 1998 - -------------------------- Klaus Neugebauer /s/ Ad Nederlof Director August 20, 1998 - -------------------------- Ad Nederlof /s/ Benn R. Konsynski Director August 20, 1998 - -------------------------- Benn R. Konsynski /s/ John D. Lowenberg, Sr. Director August 20, 1998 - -------------------------- John D. Lowenberg, Sr. /s/ David Hildes Director August 20, 1998 - -------------------------- 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. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of PriceWaterhouseCoopers 23.3 Consent of Ciulla, Smith & Dale, 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). 99.1 Third Amendment to the Harbinger Corporation 1996 Stock Option Plan (Incorporated by reference to Exhibit 99.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 99.2 Second Amendment to the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 99.3 Fourth Amendment to the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for NonEmployee Directors (Incorporated by reference to Exhibit 99.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
EX-5.1 2 OPINION OF MORRIS MANNING, MANNING & MARTIN, LLP 1 EXHIBIT 5.1 [Morris, Manning & Martin] August 20, 1998 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 1,387,500 shares of the Company's common stock, $.0001 par value per share ("Shares"), issuable pursuant to the Harbinger Corporation 1996 Stock Option Plan, the Amended and Restated Harbinger Corporation Employee Stock Purchase Plan and the Harbinger Corporation Amended and Restated 1993 Stock Option Plan for NonEmployee 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/ Larry W. Shackelford Larry W. Shackelford 7 EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 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 14, 1998, relating to the consolidated balance sheets of Harbinger Corporation as of December 31, 1997 and 1996, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and the related financial statement schedule, which reports appear in or are incorporated by reference in the 1997 Annual Report on Form 10-K of Harbinger Corporation. Our reports dated February 14, 1998, which included references to other auditors with respect to 1996 and 1995, as they relate to the 1996 and 1995 consolidated financial statements of Premenos Technology Corp. and subsidiaries, and to the 1995 combined financial statements of Supply Tech, Inc. and Supply Tech International, LLC which are included in the consolidated financial statements of Harbinger Corporation, are based solely on the reports of the other auditors as it relates to the amounts included for Premenos Technology Corp. and subsidiaries for 1996 and 1995, and for Supply Tech, Inc. and Supply Tech International, LLC for 1995. KPMG Peat Marwick LLP Atlanta, Georgia August 18, 1998 8 EX-23.2 4 CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statements of Harbinger Corporation on Form S-8 of our report dated January 31, 1997, except for Paragraph 3 of Note 16 as to which the date is March 16, 1997, on our audits of the consolidated financial statements and financial statement schedule of Premenos Technology Corp. and subsidiaries as of December 31, 1996, and for the years ended December 31, 1996 and 1995. PriceWaterhouseCoopers San Francisco, California August 18, 1998 9 EX-23.3 5 CONSENT OF CIULLA, SMITH & DALE, LL) 1 EXHIBIT 23.3 INDEPENDENT AUDITOR'S CONSENT The Board of Directors Harbinger Corporation: We consent to the use of our report dated February 19, 1997 relating to the combined statements of operations, shareholders' equity (deficit), and cash flows of Supply Tech, Inc. and Supply Tech International, LLC for the year 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 August 18, 1998 10 -----END PRIVACY-ENHANCED MESSAGE-----