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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2000
PEREGRINE SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-22209 95-3773312
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION OR FILE NUMBER) IDENTIFICATION NO.)
ORGANIZATION)
3611 VALLEY CENTRE DRIVE, FIFTH FLOOR, SAN DIEGO, CA 92130
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(Address of principal executive offices of Registrant, including zip code)
(858) 481-5000
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 5, 2000, the Board of Directors of Peregrine Systems, Inc.
("PEREGRINE"), a Delaware corporation, approved the acquisition of Harbinger
Corporation, a Georgia corporation ("HARBINGER"). Harbinger is a provider of
business-to-business electronic commerce products and services. In connection
with the acquisition, Peregrine, Harbinger, and a wholly-owned subsidiary of
Peregrine entered into an Agreement and Plan of Merger and Reorganization dated
as of April 5, 2000. The shareholders of Harbinger approved the merger and the
merger agreement at a special meeting of shareholders held on June 16, 2000 in
Atlanta, Georgia. In addition, at a special meeting of stockholders held on June
16, 2000 in Del Mar, California, Peregrine's stockholders approved the issuance
of shares of Peregrine's Common Stock in connection with the merger as required
by the rules of The Nasdaq Stock Market. The merger was completed on June 16,
2000. In connection with the merger, Harbinger became a wholly-owned subsidiary
of Peregrine under the name Peregrine Connectivity, Inc.
Under the merger agreement, each share of Harbinger's common stock that
was outstanding at the effective time of the merger was converted into the right
to receive 0.75 of a share of Peregrine's Common Stock. Peregrine issued
approximately 30.1 million shares of its Common Stock to former Harbinger
shareholders. The shares of Peregrine Common Stock issued in connection with the
merger were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-4 (File No. 333-36744). This registration
statement was declared effective on May 23, 2000. The merger is described in
greater detail in the registration statement.
In addition to the shares of Peregrine common stock issued in
connection with the merger, Peregrine assumed all outstanding options and
warrants to purchase Harbinger Common Stock that were outstanding at the
effective time of the merger. These options and warrants were converted into the
right to acquire shares of Peregrine's common stock, subject only to adjustments
to maintain the economic equivalence of the assumed options and warrants on the
basis of the 0.75 exchange ratio in the merger.
Peregrine's acquisition of Harbinger was structured as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
(i) The audited consolidated balance sheets of Harbinger as of
December 31, 1998 and 1999, the audited consolidated statements of
operations, comprehensive income (loss), shareholders' equity and cash
flows of Harbinger for the years ended December 31, 1997, 1998 and
1999, the notes related thereto, and the Independent Auditors' Report
thereon are set forth at pages F-54 through F-82 of the joint proxy
statement/prospectus contained in Peregrine's registration statement
on Form S-4 (File No. 333-36744). Such financial statements, notes and
reports set forth at such pages are incorporated herein by reference.
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(ii) The unaudited consolidated balance sheet of Harbinger as of
March 31, 2000 and December 31, 1999, the unaudited consolidated
statements of operations, comprehensive income (loss), shareholders'
equity and cash flows of Harbinger for the three months ended March
31, 2000 and March 31, 1999 and the notes related thereto are set
forth at pages F-83 through F-90 of the joint proxy
statement/prospectus contained in Peregrine's registration statement
on Form S-4 (File No. 333-36744). Such financial statements and notes
set forth at such pages are incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION
(i) An unaudited pro forma condensed combined balance sheet as of
March 31, 2000 and the notes related thereto are set forth at pages
116 through 119 of the joint proxy statement/prospectus contained in
Peregrine's registration statement on Form S-4 (File No. 333-36744).
Such balance sheet and notes set forth at such pages are incorporated
herein by reference.
(ii) Unaudited pro forma condensed combined statements of
operations for the year ended March 31, 2000 and the notes related
thereto are set forth at pages 117 through 119 of the joint proxy
statement/prospectus contained in Peregrine's registration statement
on Form S-4 (File No. 333-36744). Such statements of operations and
notes set forth at such pages are incorporated herein by reference.
(c) EXHIBITS
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EXHIBIT NO. DESCRIPTION
<S> <C>
2.1 Agreement and Plan of Merger and Reorganization,
dated as of April 5, 2000, by and among Peregrine
Systems, Inc., a Delaware corporation, Soda
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Peregrine, and Harbinger
Corporation, a Georgia corporation. This exhibit is
incorporated by reference to the exhibit bearing the
same number filed with Peregrine's Registration
Statement on Form S-4 (File No. 333-36744), which the
Securities and Exchange Commission declared effective
on May 23, 2000. The disclosure schedule of Harbinger
delivered to Peregrine, which cites to certain
factual matters as exceptions to the contractual
representation of Harbinger in the merger agreement,
has been omitted in accordance with Item 601(b)(2) of
Regulation S-K. Peregrine agrees to supplementally
furnish a copy of such disclosure schedule to the
Securities and Exchange Commission upon request.
23.1 Consent of KPMG LLP, Independent Accountants.
99.1 Press Release of Peregrine Systems, Inc. dated
June 19, 2000.
99.2 Pages F-54 through F-90 of the joint proxy
statement/prospectus contained in Peregrine's
registration statement on Form S-4 (File No.
333-36744), which the Securities and Exchange
Commission declared effective on May 23, 2000.
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99.3 Pages 116 through 119 of the joint proxy
statement/prospectus contained in Peregrine's
registration statement on Form S-4 (File No.
333-36744), which the Securities and Exchange
Commission declared effective on May 23, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: June 27, 2000
PEREGRINE SYSTEMS, INC.
/s/ Eric P. Deller
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By: Eric P. Deller
Vice President and General Counsel
