<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 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)
<TABLE>
<S> <C>
GEORGIA 58-1817306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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)
<TABLE>
<S> <C>
LOREN B. WIMPFHEIMER, ESQ. COPY TO:
HARBINGER CORPORATION LARRY W. SHACKELFORD, ESQ.
1055 LENOX PARK BOULEVARD MORRIS, MANNING & MARTIN, L.L.P.
ATLANTA, GA 30319 1600 ATLANTA FINANCIAL CENTER
(404) 467-3000 3343 PEACHTREE ROAD, N.E.
(Name, address, including zip code, ATLANTA, GEORGIA 30326
and telephone number, including area (404) 233-7000
code, of agent for service)
</TABLE>
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration Fee
Title of Securities to be Registered Registered Share (1) Price (1) (1)
COMMON STOCK, $.0001 PAR VALUE PER
SHARE 1,500,000 SHARES $28.50 $42,750,000 $12,955
</TABLE>
(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 June 24, 1997.
Exhibit Index appears on Page 6 of 19 sequentially numbered pages.
<PAGE> 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 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.
In addition, the following documents filed by the Company with the
Commission are incorporated by reference into this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed on March 31, 1997.
2. The Company's Proxy Statement dated April 2, 1997 and filed on April 2,
1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, filed on May 13, 1997.
4. The description of the Common Stock of the Company which is contained
in the Company's Form 8-A/A Amendment No. 1 dated August 21, 1995, as
incorporated by reference therein from the Company's Pre-Effective Amendment
No. 4 to its Registration Statement on Form S-1 dated August 18, 1995.
5. The statement of operations of EDI (formerly a business unit of Texas
Instruments, Incorporated) for the year ended December 31, 1994, included in
the Company's Registration Statement (File No. 33-93804) on Form S-1.
6. The Company's Current Report on Form 8-K dated April 4, 1996, and filed
on April 18, 1996, as amended by it's Current Report on Form 8-K/A Amendment
No. 1 dated April 4, 1996, and filed June 17, 1996.
7. The Company's Current Report on Form 8-K dated April 19, 1996, and
filed on May 2, 1996, as amended by it's Current Report on Form 8-K/A Amendment
No. 1 dated April 19, 1996, and filed July 1, 1996.
8. The Company's Current Report on Form 8-K dated April 20, 1996, and
filed on May 3, 1996, as amended by it's Current Report on Form 8-K/A Amendment
No. 1 dated April 20, 1996, and filed July 2, 1996.
9. The Company's Current Report on Form 8-K dated January 1, 1997, and
filed on January 15, 1997, as amended by its Current Report on Form 8-K/A
Amendment No. 1 dated January 1, 1997, and filed March 14, 1997.
10. The Company's Current Report on Form 8-K dated January 3, 1997, and
filed on January 16, 1997, as amended by its Current Report on Form 8-K/A
Amendment No. 1 dated January 3, 1997, and filed March 18, 1997.
11. The Company's Current Report on Form 8-K dated April 28, 1997, and
filed on April 28, 1997.
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 registration
statement 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
Registration Statement and to be a part hereof.
-2-
<PAGE> 3
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Harbinger
Corporation (Incorporated by reference to Exhibits 3.1 to the
Company's Registration Statement on Form S-1 (File No. 33-93804)
effective 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 Consents 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 Ernst & Young LLP.
23.8 Consent of Morris Manning & Martin, L.L.P. (included in Exhibit 5).
24 Power of Attorney (included at Page 4 of this Registration
Statement)
99.1 First Amendment to Harbinger Corporation 1996 Stock
Option Plan
</TABLE>
-3-
<PAGE> 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 27th day of
June, 1997.
HARBINGER CORPORATION
By: /s/ David T. Leach
________________________________
David T. Leach
Chief Executive Officer
-4-
<PAGE> 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.
<TABLE>
<S> <C> <C>
/s/ C. Tycho Howle Chairman of the Board of Directors June 27, 1997
- ---------------------
C. Tycho Howle
/s/ David T. Leach Chief Executive Officer and Director, June 27, 1997
- --------------------- Principal Executive Officer
David T. Leach
/s/ James C. Davis Chief Operating Officer, June 27, 1997
- --------------------- President and Director
James C. Davis
/s/ Joel G. Katz Chief Financial Officer June 27, 1997
- --------------------- (Principal Financial Officer and Principal
Joel G. Katz Accounting Officer)
/s/ William D. Savoy Director June 27, 1997
- ---------------------
William D. Savoy
/s/ William B. King Director June 27, 1997
- ---------------------
William B. King
/s/ Stuart L. Bell Director June 27, 1997
- ---------------------
Stuart L. Bell
/s/ Klaus Neugebauer Director June 27, 1997
- ---------------------
Klaus Neugebauer
/s/ Ad Nederlof Director June 27, 1997
- ---------------------
Ad Nederlof
/s/ Benn R. Konsynski Director June 27, 1997
- ---------------------
Benn R. Konsynski
</TABLE>
- 5 -
<PAGE> 6
EXHIBIT INDEX
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page number
<S> <C> <C>
4.1 Amended and Restated Articles of
Incorporation of Harbinger Corporation
(Incorporated by reference to Exhibits
3.1, 3.2 and 3.3 to the Company's
Report on Form 10-K for the year ended
December 31, 1995)
4.2 Amended and Restated Bylaws of Harbinger
Corporation (Incorporated by reference
to Exhibit 3.4 to the Company's Report
on Form 10-K for the year ended
December 31, 1995)
5 Opinion of Morris, Manning & Martin, 7
L.L.P. as to the legality of the
securities being registered
23.1 Consents of KPMG Peat Marwick LLP. 8
23.2 Consent of Arthur Andersen LLP. 12
23.3 Consent of Ciulla, Smith & Dale, LLP. 13
23.4 Consent of Moret Ernst & Young Accountants. 14
23.5 Consent of KPMG Deutsche 15
Treuhand-Gesellschaft AG.
23.6 Consent of KPMG Accountants N.V. 16
23.7 Consent of Ernst & Young LLP. 17
23.8 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 First Amendment to Harbinger Corporation 18
1996 Stock Option Plan
</TABLE>
-6-
<PAGE> 1
EXHIBIT 5
MORRIS, MANNING & MARTIN
A LIMITED LIABILITY PARTNERSHIP
ATTORNEYS AT LAW
WASHINGTON, D.C. OFFICE
MORRIS, MANNING, MARTIN & PLAYER, L.L.P.
SOUTHERN BUILDING
805 FIFTEENTH STREET, N.W.
WASHINGTON, DC 20005
TELEPHONE 202 408-5153
FACSIMILE 202 408-5146
NORTHSIDE OFFICE
SUITE 150
5775-B PEACHTREE DUNWOODY ROAD
ATLANTA, GEORGIA 30342
TELEPHONE 404 255-6900
FACSIMILE 404 843-2317
LARRY W. SHACKLEFORD
1600 ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326-1044
TELEPHONE 404 233-7000
FACSIMILE 404 365-9532
E-MAIL [email protected]
MEMBER,
COMMERCIAL LAW AFFILIATES
WITH INDEPENDENT FIRMS
IN PRINCIPAL CITIES WORLDWIDE
June 27, 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 1,500,000 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,
/s/ Larry W. Shackelford
MORRIS, MANNING & MARTIN, L.L.P.
- 7 -
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Harbinger Corporation
We consent to the use of our report dated March 17, 1997, relating to the
supplemental consolidated balance sheets of Harbinger Corporation as of
December 31, 1996 and 1995, and the related supplemental consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, and the related
supplemental financial statement schedule, which reports appear in Harbinger
Corporation's Current Report on Form 8-K filed on April 28, 1997 and are
incorporated by reference in the Form S-8 registration statement of Harbinger
Corporation.
Our reports dated March 17, 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 supplemental 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 March 17, 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
supplemental financial statements and supplemental financial statement schedule
for 1994.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 26, 1997
-8-
<PAGE> 2
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Harbinger Corporation:
We consent to the use of our reports dated February 14, 1997 relating to the
consolidated balance sheets of Harbinger Corporation as of December 31, 1996
and 1995, and the related 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 financial statement schedule included in Harbinger
Corporation's Form 10-K for the year ended December 31, 1996 filed on March 31,
1997 and incorporated by reference in the Form S-8 registration statement of
Harbinger Corporation.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 26, 1997
-9-
<PAGE> 3
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Harbinger Corporation:
We consent to the use of our report 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 Amendement 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
June 26, 1997
-10-
<PAGE> 4
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 International, 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.
KPMG Peat Marwick LLP
Atlanta, Georgia
June 26, 1997
-11-
<PAGE> 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 Annual Report on Form 10-K for the
year ended December 31, 1996 and Harbinger Corporation's Current Report on Form
8-K filed on April 28, 1997 and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Atlanta, Georgia
June 26, 1997
-12-
<PAGE> 1
EXHIBIT 23.3
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 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
Current Report on Form 8-K/A Amendment No. 1 filed on March 18, 1997 and
Harbinger Corporation's Current Report on Form 8-K filed on April 28, 1997 and
incorporated by reference in the Form S-8 registration statement of Harbinger
Corporation.
Ciulla, Smith & Dale, LLP
Southfield, Michigan
June 26, 1997
-13-
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' 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, 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
June 26, 1997
-14-
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' 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
June 26, 1997
-15-
<PAGE> 1
EXHIBIT 23.6
INDEPENDENT AUDITORS' 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
June 26, 1997
-16-
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
(Form S-8) pertaining to the Harbinger Corporation 1996 Stock Option Plan of
our report dated April 28, 1995, with respect to the statement of operations of
EDI (formerly a business unit of Texas Instruments, Incorporated) for the year
ended December 31, 1994 included in Harbinger Corporation's Registration
Statement (Form S-1, No. 33-93804) filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Atlanta, Georgia
June 26, 1997
-17-
<PAGE> 1
EXHIBIT 99.1
FIRST AMENDMENT TO THE HARBINGER CORPORATION
1996 STOCK OPTION PLAN
THIS FIRST AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN
(the "Amendment") is made effective as of the 25th day of April, 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, 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;
WHEREAS, the Board of Directors of the Company desires to amend the Plan
to limit the directors that may be appointed to the Committee to non-employee
directors as defined in Section 16b-3(b)(3)(i) of the Exchange Act; and
WHEREAS, the Board of Directors of the Company desires to amend the Plan
to provide the Committee with authority to determine the transferability of
Options 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 4,125,000, plus
the number of Prior Plan Shares."
SECTION 2. The first sentence of Section 5 of the Plan is hereby amended
by deleting the first sentence of Section 5 of the Plan in its entirety and
substituting in lieu therefore the following:
"This Plan shall be administered by either the Committee or a
sub-committee of the Committee, which shall consist of two (2) or more
directors appointed by the Board, each of whom is a non-employee director
as defined in Section 16b-3(b)(3)(i) of the Exchange Act."
SECTION 3. Section 7.7 of the Plan is hereby amended by inserting at the
end of Section 7.7 of the Plan the following: "...unless otherwise determined
by the Committee".
SECTION 4. Except as specifically amended by this First Amendment, the
Plan shall remain in full force and effect as prior to this First Amendment.
-18-
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this FIRST 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
Chief Executive Officer
ATTEST:
By: /s/ Joel G. Katz
__________________________
Joel G. Katz
Secretary
-19-
