<PAGE> 1
================================================================================
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: October 31, 1996
(Date of earliest event reported): October 28, 1996
HARBINGER CORPORATION
(Exact name of Company specified in its charter)
GEORGIA 0-26298 58-1817306
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1055 LENOX PARK BOULEVARD, ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
(404) 841-4334
(Company's telephone number, including area code)
PAGE 1 OF 6
================================================================================
<PAGE> 2
ITEM 5 - OTHER EVENTS.
On October 28, 1996, Harbinger Corporation issued a press release
regarding its intent to acquire 100% of Harbinger NET Services, LLC, a copy of
which is attached as Exhibit 99.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARBINGER CORPORATION
By: /s/ Joel G. Katz
------------------------------
Joel G. Katz,
Vice President, Finance
and Secretary
Dated: October 31, 1996
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ------- ----
<S> <C> <C>
99 Press Release 5
</TABLE>
4
<PAGE> 1
EXHIBIT 99
Contacts: James C. Davis Joel G. Katz
President, Harbinger Group Operations Vice President, Finance
Harbinger Corporation Harbinger Corporation
Phone: 404-841-4334 ext. 3143 Phone: 404-841-4334 ext. 3011
E-mail: [email protected] E-mail: [email protected]
Internet: www.harbinger.com Internet: www.harbinger.com
For Immediate Release...
HARBINGER CORPORATION TO ACQUIRE 100% OF HARBINGER NET SERVICES, LLC
ATLANTA -- (October 28, 1996) -- Harbinger Corporation (NASDAQ: HRBC)
today announced its intent to purchase the remaining 30% equity interest in
Harbinger NET Services, LLC (HNS), currently a 70% owned subsidiary, from
BellSouth Telecommunications, Inc. (BellSouth) and other minority shareholders
for approximately $7.2M in consideration. Harbinger will pay BellSouth $1.5
million in cash and approximately $4.2 million in Harbinger Corporation common
stock for its approximately 24% interest in HNS and approximately $1.5 million
in cash to the other minority shareholders. Management anticipates a first
quarter 1997 charge of between $6 million and $7.5 million as a result of the
combination related to in-process R&D charges and associated integration costs.
Harbinger is retaining all of HNS's 60 employees.
Formed in 1994 to develop Internet EC products and services for the
business market, HNS was funded with approximately $12 million in June 1995 ($9
million from Harbinger and $3 million from BellSouth). HNS introduced its first
product this year, TrustedLink INP, a web site development tool for the
non-technical user. HNS has also developed, and is currently in Beta with
several other Internet electronic commerce products, including TrustedLink
Guardian, a security and encryption document management tool: Harbinger Web
Xpress, a Web EDI product and services offering; and IVAS (Internet Value Added
Server) platform technology.
"The consolidation of HNS with Harbinger Corporation creates both
operational and market efficiencies," said C. Tycho Howle, Chairman and CEO of
Harbinger Corporation. "HNS has made substantial progress in building its first
family of products for the Internet. These are excellent products which are
getting very favorable reviews from early customers. We have found that the most
promising opportunities we see for our Internet products require integration of
HNS and Harbinger technologies. Further, these opportunities appear to be more
vertical market oriented around specific trading communities, which is Harbinger
Corporation's approach to marketing its products. One of the considerations in
forming HNS was to provide a vehicle for horizontal marketing across multiple
industries at the same time. We continue to believe that there are horizontal
market opportunities but we believe that they should be pursued through alliance
partners such as our recently announced alliance with Peachtree Software.
Putting the HC and HNS organizations together allows our sales force and
partners in the U.S. and around the globe to more easily license a complete
portfolio of EC products. With this consolidation, HNS can leverage off of
Harbinger's existing infrastructure and sales channels, thus lowering its
administrative and marketing costs going forward. Lastly, we have found that
Internet technologies are integral to
5
<PAGE> 2
all of Harbinger Corporation's products and services, and we intend to continue
investing heavily in this area going forward. Given those plans, it would have
become increasingly difficult to separate staff members and products and for
the HC and HNS organizations to remain separate legal entities."
"BellSouth and Harbinger will continue to work together in this area in
the future", noted Rob Capell, Vice President of Strategic Management of
BellSouth. "Harbinger and BellSouth share a common interest in the mass
deployment of electronic commerce and in providing Internet-based products and
services. We are pleased that we will be able to continue our involvement with
Harbinger through our equity ownership interest," said Mr.
Capell.
Mr. Howle continued: "As to the financial impact of this combination,
we are currently working on our 1997 financial plan, and we cannot be specific
on the expected impact. However, based on our current view of our business, we
can say that we do not believe that the transaction will have a negative impact
on our earnings prospects going forward (excluding the one time first quarter
charge described in the first paragraph), and in fact believe the combination
may be accretive to the earnings of the company's base business in 1997."
This press release includes forward-looking statements relating to
Harbinger that involve risks and uncertainties including, but not limited to,
quarterly fluctuations in results, the management of growth, market acceptance
of certain products and other risks. For further information about these and
other factors that could effect Harbinger future results, please see the
company's reports filed with the Securities and Exchange Commission, including
the company's Form 10-K for the year ended December 31, 1995. Actual results may
differ materially from management expectations.
Headquartered in Atlanta, Georgia, BellSouth Telecommunications, Inc.
provides communications services for nearly 22 million access lines in a
nine-state region that includes Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina and Tennessee.
Harbinger Corporation is one of the largest Electronic Commerce
providers in the world, with an installed base of its end-user software of
24,000 and more than 30,000 active mailboxes on its value-added network. In
addition to millions of EDI transactions, over $1.5 billion in Automated
Clearing House (ACH) transfers flow through the Harbinger Network each month.
Since 1988, Harbinger has been dedicated to providing the Electronic
Commerce industry with comprehensive EC/EDI software solutions for all major
platforms, including MVS mainframes, AS/400(R) and UNIX(R), NT(R), midrange
systems, and Windows(R) and DOS personal computers.
Harbinger's corporate headquarters are located in Atlanta, Harbinger's
Enterprise Solutions Division is headquartered in Dallas, and the company's
European operations are in several countries including The Netherlands and
Germany.
For more information, please visit Harbinger's site on the World Wide
Web at http://www.harbinger.com.
###
Harbinger is a trademark of Harbinger Corporation. All other company and product
names referenced herein are registered trademarks or trademarks of their
respective owners.
6
