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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 24, 1997
HARBINGER CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 0-26298 58-1817306
(State or other jurisdiction (Commission File Number) (IRS Employer Identification
of incorporation) Number)
</TABLE>
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 467-3000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Harbinger Corporation, a Georgia corporation ("Harbinger") and Premenos
Technology Corp., a Delaware corporation ("Premenos"), entered into a merger
agreement, dated October 23, 1997 (the "Merger Agreement"), pursuant to which
Olympic Subsidiary Corporation, a Delaware corporation and a wholly-owned
subsidiary of Harbinger, will merge with and into Premenos (the "Merger").
Premenos has agreed under the Merger Agreement to cause holders of options to
acquire Premenos common stock (the "Old Options") representing at least 95% of
the shares of Premenos common stock issuable pursuant to Old Options to execute
and deliver to Harbinger prior to the closing of the Merger an option notice,
assumption and substitution agreement. Attached hereto as Exhibits 99.1, 99.2
and 99.3 are the Option Notice, Assumption and Substitution Agreement, the Cover
Memorandum to Premenos Option Holders and the Question and Answer Document that
have been delivered to each current holder of Old Options to effectuate the
assumption and substitution contemplated by the Merger Agreement.
Item 7. Financial Statements and exhibits.
(c) Exhibits:
Exhibit No.
99.1 Option Notice, Assumption and Substitution Agreement
99.2 Cover Memorandum to Premenos Option Holders
99.3 Question and Answer Document
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 8, 1997
HARBINGER CORPORATION
By:/s/Joel G. Katz
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Joel G. Katz
Chief Financial Officer and Secretary
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EXHIBIT INDEX
99.1 Option Notice, Assumption and Substitution Agreement
99.2 Cover Memorandum to Premenos Option Holders
99.3 Question and Answer Document
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EXHIBIT 99.1
OPTION NOTICE, ASSUMPTION AND SUBSTITUTION AGREEMENT
THIS OPTION NOTICE, ASSUMPTION AND SUBSTITUTION AGREEMENT (the
"Agreement") is made and entered into as of this __ day of December, 1997, by
and among HARBINGER CORPORATION, a Georgia corporation ("Harbinger"), PREMENOS
TECHNOLOGY CORP., a Delaware corporation ("Premenos"), and the individual listed
on Exhibit A to this Agreement ("Optionee").
W I T N E S S E T H
WHEREAS, Harbinger, Olympic Subsidiary Corporation, a Delaware
corporation and a wholly-owned subsidiary of Harbinger ("HarbingerSub"), and
Premenos have entered into that certain Merger Agreement, dated as of October
23, 1997 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement, Harbinger will acquire
Premenos through the merger of HarbingerSub with and into Premenos (the
"Merger");
WHEREAS, as a result of the Merger, Premenos will become a wholly-owned
subsidiary of Harbinger;
WHEREAS, Premenos previously granted to Optionee stock options (the
"Old Options") to purchase such shares of common stock, $.01 par value per
share, of Premenos as are listed on Exhibit A to this Agreement ("Premenos
Common Stock"), which Old Options were granted under and pursuant to the
Premenos Program (the "Premenos Program") attached as Exhibit B;
WHEREAS, pursuant to the Merger Agreement, Harbinger will assume at the
Effective Time all of Premenos' rights and obligations with respect to the Old
Options and shall substitute therefor non-qualified stock options (the "New
Non-Qualified Options") under the Harbinger 1996 Stock Option Plan (the "Plan")
to purchase shares of common stock, par value $.0001 per share of Harbinger (the
"Harbinger Common Stock") for each Old Option that constituted a non-qualified
stock option prior to the Effective Time, and shall substitute therefor
incentive stock options (the "New Incentive Options" and together with "New
Non-Qualified Options" hereinafter collectively referred to as the "New
Options") under the Plan for each Old Option that qualified as an incentive
stock option prior to the Effective Time;
WHEREAS, the New Options shall be evidenced by, and shall be subject to
the terms and conditions of, the stock option grant certificate in the form of
Exhibit C to this Agreement (the "New Stock Option Grant Certificate(s)") which
will be issued under the Plan attached as Exhibit D to this Agreement; and
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WHEREAS, in connection with the Merger and to induce Harbinger to
consummate the transactions contemplated by the Merger Agreement and to grant to
Optionee the New Options, Optionee wishes to enter into this Agreement to
facilitate the matters contemplated hereby.
NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:
SECTION 1. DEFINITIONS. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such
terms in the Merger Agreement.
SECTION 2. ASSUMPTION AND SUBSTITUTION OF OPTIONS.
A. OPTION ASSUMPTION AND SUBSTITUTION. Promptly following
the Effective Time and upon receipt of this Agreement
duly executed by Optionee and Premenos, Harbinger shall
execute and deliver to Optionee a New Stock Option Grant
Certificate evidencing the New Options being granted to
Optionee in connection with the assumption of the Old
Options and the substitution of the New Options therefor
pursuant to the terms and conditions of the Merger
Agreement and this Agreement. The New Stock Option Grant
Certificate shall evidence the right to purchase the
number of shares of Harbinger Common Stock as is equal
to the product (rounded up or down as appropriate to a
whole share) of (i) the number of shares of Premenos
Common Stock subject to the Old Options immediately
prior to the Effective Time, multiplied by (ii) the
Conversion Ratio and the exercise price per share of
Harbinger Common Stock set forth in such New Stock
Option Grant Certificate shall be equal to the quotient
(rounded up or down as appropriate to a whole cent)
obtained by dividing (i) the per share exercise price
for a share of Premenos Common Stock subject to the Old
Options immediately prior to the Effective Time, by (ii)
the Conversion Ratio. In connection with such assumption
and substitution, Harbinger shall substitute a
non-qualified stock option under the Plan for each Old
Option held by Optionee that constituted a non-qualified
stock option prior to the Effective Time, and shall
substitute an incentive stock option under the Plan for
each Old Option held by Optionee that constituted an
incentive stock option prior to the Effective Time.
B. TERMINATION. Optionee hereby acknowledges and agrees
that the receipt of the New Options and the New Stock
Option Grant Certificate in accordance with the
provisions hereof shall constitute full satisfaction
and discharge of all rights of Optionee in respect of
the Old Options.
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SECTION 3. REPRESENTATIONS AND WARRANTIES OF HARBINGER.
Harbinger represents and warrants to Optionee as follows:
A. CORPORATE EXISTENCE AND POWER. Harbinger is a
corporation duly incorporated, validly existing and
in good standing under the laws of the State of
Georgia and has full power and authority to execute,
deliver and perform this Agreement.
B. AUTHORITY. The execution, delivery and performance of
this Agreement and the issuance and delivery of the
New Options have been duly and validly authorized by
all necessary corporate action on the part of
Harbinger.
C. BINDING EFFECT. This Agreement has been duly executed
and delivered by Harbinger and constitutes the valid
and binding agreement of Harbinger, enforceable
against Harbinger in accordance with its terms,
subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of
creditors' rights generally, general equitable
principles and the discretion of courts in granting
equitable remedies.
D. REGISTRATION. Harbinger shall, promptly following the
Effective Time, cause the shares of Harbinger Common
Stock issuable upon exercise of the New Options to be
registered with the Securities and Exchange
Commission on a Form S-8 Registration Statement.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
Optionee represents and warrants to Harbinger as follows:
A. AUTHORITY. Optionee has full right, power, authority
and capacity to enter into this Agreement and to
relinquish all of his/her rights in respect of the
Old Options in accordance with the terms and
provisions hereof.
B. BINDING EFFECT. This Agreement has been duly executed
and delivered by Optionee, and, upon consummation of
the transactions contemplated hereby, Optionee shall
have relinquished all of his/her rights in respect of
the Old Options, and this Agreement constitutes the
valid and binding agreement of Optionee, enforceable
against Optionee in accordance with its terms,
subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of
creditors' rights generally, general equitable
principles and the discretion of courts in granting
equitable remedies. Optionee acknowledges that (a)
he/she has read this Agreement and all Exhibits
hereto, understands the contents hereof and thereof
and has signed this Agreement of his/her own
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free will, and (b) he/she understands that Harbinger
and Premenos will rely on this Agreement in
connection with the consummation of the transactions
contemplated by the Merger Agreement. Optionee
further acknowledges that he/she has received a copy
of the Joint Proxy Statement/Prospectus and the
Merger Agreement delivered therewith and has had
sufficient time to review each such document in full,
including, but not limited to, the provisions therein
relating to the assumption of the Old Options and
substitution of the New Options.
C. STOCK OPTION AGREEMENTS. Optionee hereby agrees that
upon execution of this Agreement he/she will deliver
this Agreement along with his/her original Premenos
stock option agreement(s) to Harbinger. If Optionee
cannot locate his/her original Premenos stock option
agreement(s), he/she will complete and execute the
affidavit of loss enclosed herewith for each missing
Premenos stock option agreement and return it to
Harbinger.
SECTION 5. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the
State of Delaware, without regard to Delaware's
conflict of law rules.
B. BINDING EFFECT. This Agreement shall be binding on
and inure to the benefit of Harbinger, Premenos and
Optionee and their respective successors, assigns,
heirs, executors and legal representatives; provided,
however, that none of the rights or obligations of
Optionee hereunder may be assigned or otherwise
transferred by Optionee.
C. COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed
to be an original but all of which together shall
constitute one and the same instrument.
D. ENTIRE AGREEMENT. This Agreement is intended by the
parties hereto to be their complete agreement with
respect to the subject matter hereof, and this
Agreement supersedes any prior agreements or
understandings (oral or written) with respect to the
subject matter hereof between the parties hereto.
E. SPECIFIC PERFORMANCE. The parties hereto each
acknowledge that the rights of each party to
performance of the covenants and agreements herein
are special, unique and of extraordinary character,
and that, in the event that any party violates or
fails or refuses to perform any covenant or agreement
made by it herein, the non-breaching party may be
without an adequate remedy at law. The parties each
agree, therefore, that in the event that either party
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violates or fails or refuses to perform any covenant
or agreement made by such party herein, the
non-breaching party or parties may, subject to the
terms of this Agreement and in addition to any
remedies at law for damages or other relief,
institute and prosecute an action in any court of
competent jurisdiction to enforce specific
performance of such covenant or agreement or seek any
other equitable relief.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
HARBINGER CORPORATION
By: ________________________________________
Name: _____________________________
Title: ____________________________
PREMENOS CORPORATION
By:________________________________________
Name: ___________________________
Title: _________________________
OPTIONEE
Signature:
Name (print name):__________________________
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EXHIBIT 99.2
MEMORANDUM
TO: All Premenos Optionholders
FROM: Tim Dreisbach
DATE: November 25, 1997
SUBJECT: Option Exchange Agreement
We are pleased to forward to you the enclosed materials relating to the
substitution of options to purchase Harbinger Corporation common stock (the
"Harbinger Options") for your Premenos Options upon the effective date of the
merger between Premenos and Harbinger. Your package includes the following
items in addition to this letter:
Option Notice, Assumption and Substitution Agreement (with all exhibits)
Option Notice, Assumption and Substitution Agreement (without exhibits)
Question and Answer Document
Affidavit and Loss of Indemnity Agreement
Joint Proxy Statement/Prospectus
We urge you to read these documents carefully. The Question and Answer
Document explains the procedures for substituting Harbinger Options for your
Premenos Options. As part of the procedure, you must execute and return to
Ardene Fullerton at Premenos the Option Notice, Assumption and Substitution
Agreement. For convenience we enclosed an extra copy of the Assumption and
Substitution Agreement (without exhibits and with the bright pink cover sheet)
for you to execute and return; you should retain the copy with exhibits for
your records.
We believe that acquiring Harbinger Options in substitution for Premenos
Options is in your the best interests, and we recommend that you execute and
return the Option Notice, Assumption and Substitution Agreement. If you do not
execute and return the documents, you will continue to hold Premenos Options
representing the right to purchase Premenos Common Stock and not Harbinger
Common Stock. After the effective date of the merger, the ability to sell
Premenos Common Stock will be extremely limited and the value will be greatly
reduced as Premenos stock will not be registered under applicable securities
laws and will contain a legend restricting sale, transfer or other disposition
of such stock.
Premenos and Harbinger have set the close of business on Friday, December 12,
1997, as the deadline for submitting your Option Notice, Assumption and
Substitution Agreement. Premenos and Harbinger may accept Agreements after the
12th, but we urge you to comply with this deadline to insure that you will
receive your Harbinger Options as soon as practicable after the effective date
of the merger.
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EXHIBIT 99.3
PREMENOS STOCK OPTION PROGRAMS -
EFFECT OF MERGER WITH HARBINGER
COMMONLY ASKED QUESTIONS & ANSWERS
On October 23, 1997, Premenos and Harbinger entered into an agreement (the
"Merger Agreement") under which Premenos will merge with a subsidiary of
Harbinger and become a subsidiary of Harbinger. At the time when the Merger
becomes effective (the "Effective Time"), each share of Premenos Common Stock
will be automatically converted into the right to receive .45 (the "Conversion
Ratio") of a share of Harbinger Common Stock.
EFFECT OF THE MERGER ON PREMENOS STOCK OPTIONS
In the Merger Agreement, Harbinger has agreed to assume all of Premenos' rights
and obligations under outstanding and unexercised stock options (the "Old
Options"), including both employee and non-employee director stock options,
under each applicable Premenos Program (the "Premenos Programs"). The Merger
Agreement further provides that each outstanding Old Option will evidence the
right to purchase the number of shares of Harbinger Common Stock (the "New
Options") as is equal to (i) the number of shares of Premenos Common Stock
covered by the Old Option immediately prior to the Effective Time, multiplied by
(ii) the Conversion Ratio (.45). Fractions of a share resulting from this
calculation will be rounded up or down as appropriate to a whole share. The
exercise price of the New Options will be equal to (i) the per share exercise
price for a share of Premenos Common Stock subject to the Old Options
immediately prior to the Effective Time, divided by (ii) the Conversion Ratio
(the "New Exercise Price"). Fractions of a cent resulting from this calculation
will be rounded up or down as appropriate to a whole cent.
Each holder of Old Options (the "Holders") will be provided an Option Notice,
Assumption and Substitution Agreement (the "Assumption and Substitution
Agreement") prior to the Effective Time. As soon as reasonably practicable after
the Effective Time (assuming Harbinger has received a duly executed Assumption
and Substitution Agreement and the stock option agreement representing the Old
Option), Harbinger will issue New Options under the Harbinger 1996 Stock Option
Plan (the "Harbinger Plan") in substitution for each Old Option. The New Options
will contain vesting terms and conditions matching those contained in the Old
Options. Harbinger has agreed to issue incentive stock options under the
Harbinger Plan in substitution for each Old Option that qualified as an
incentive stock option under the Premenos Programs and to issue non-qualified
stock options under the Harbinger Plan in substitution for each Old Option that
constituted a non-qualified stock option under the Premenos Programs.
HOLDERS MUST EXECUTE AND RETURN THE ASSUMPTION AND SUBSTITUTION AGREEMENT AND
RETURN THEIR STOCK OPTION AGREEMENTS (OR AFFIDAVIT OF LOSS IN LIEU THEREOF) IN
ORDER TO CONVERT THEIR OLD OPTIONS INTO NEW OPTIONS.
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Any Old Options with respect to which the Holder does not properly complete and
execute the Assumption and Substitution Agreement and return the applicable
stock option agreement (or affidavit of loss in lieu thereof) will continue to
evidence the right to purchase the number of shares of Premenos Common Stock at
the exercise price set forth in the Holder's old stock option agreement with
Premenos, and such Old Options will remain subject to the terms of the
applicable Premenos Program. After the Effective Time, there will no longer be a
public trading market in which you can readily sell your Premenos Common Stock.
In the Merger Agreement, Premenos has agreed to cause holders of Old Options
representing at least 95% of the shares of Premenos Common Stock issuable
pursuant to Old Options to execute and deliver to Harbinger prior to the closing
of the Merger an Assumption and Substitution Agreement, and satisfaction of such
covenant is a condition of Harbinger to close the Merger. Harbinger anticipates
that after the consummation of the Merger, the Premenos Programs may be amended,
to the extent permitted by each such plan and applicable accounting
pronouncements, as required to conform the administrative and other provisions
of each Premenos Program to the Harbinger Plan.
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CALCULATING THE EFFECT OF THE MERGER
HOW DO I CALCULATE THE NUMBER OF HARBINGER STOCK OPTIONS AND RELATED EXERCISE
PRICE RESULTING FROM THE MERGER?
The number of New Options can be computed as:
NUMBER OF OLD OPTIONS OUTSTANDING X CONVERSION RATIO=NUMBER OF NEW
OPTIONS
The exercise price of the New Options can be calculated as:
PREMENOS EXERCISE PRICE/CONVERSION RATIO=NEW EXERCISE PRICE
EXAMPLE:
If you were granted 1,000 options under the Premenos Programs, at an exercise
price of $9.375 per share, you would calculate the number of Harbinger Common
Stock you now have the right to purchase and the applicable exercise price as
follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Premenos Options 1,000
Conversion Ratio multiplied by 0.45
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CONVERTED OPTIONS 450
Premenos Exercise Price $9.375
Conversion Ratio divided by 0.45
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NEW EXERCISE PRICE $20.83
</TABLE>
WHAT IS THE CONVERSION RATIO?
The Conversion Ratio is .45. It represents the ratio in which Premenos Common
Stock will be converted into Harbinger Common Stock under the Merger Agreement.
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HOW DOES THE MERGER AFFECT MY VESTING?
There is no impact on your vesting. Your options will continue to vest according
to the option vesting schedule under the stock option agreement between you and
Premenos.
WHAT IF I CHOOSE NOT TO HAVE MY OLD OPTIONS SUBSTITUTED WITH NEW OPTIONS?
If you choose not to execute an Assumption and Substitution Agreement and return
your old stock option agreement, your Old Options will continue to represent the
right to purchase Premenos Common Stock and not the right to purchase Harbinger
Common Stock. After the Effective Time, Premenos Common Stock will be delisted
from the Nasdaq National Market and will no longer be registered under the
federal securities laws. Thus, there will no longer be a public trading market
in which you can readily sell your Premenos Stock.
I UNDERSTAND MY OLD OPTIONS WILL BE SUBSTITUTED WITH NEW OPTIONS TO BE GRANTED
UNDER THE HARBINGER PLAN. CAN YOU EXPLAIN THIS PROCESS?
If you execute an Assumption and Substitution Agreement and return your stock
option agreement (or affidavit of loss in lieu thereof), Harbinger will issue
incentive stock options under the Harbinger Plan in substitution for each of
your Old Options that qualified as an incentive stock option prior to the
Effective Time, and will issue a non-qualified stock option under the Harbinger
Plan in substitution for each of your Old Options that constituted a
non-qualified stock option prior to the Effective Time.
If you return your original stock option agreement but do not execute the
Assumption and Substitution Agreement, you will continue to hold options
governed by the existing Premenos Programs.
WHAT IF I CANNOT LOCATE MY ORIGINAL STOCK OPTION AGREEMENTS?
An affidavit of loss is included in this package. If you cannot locate your
original Premenos stock option agreements, you should complete and execute the
affidavit of loss and return it to Premenos.
IF YOU HAVE MISPLACED MORE THAN ONE OF YOUR PREMENOS STOCK OPTION AGREEMENTS,
PLEASE MAKE COPIES OF THE AFFIDAVIT OF LOSS FOR EACH MISPLACED OPTION AGREEMENT
AND EXECUTE EACH AFFIDAVIT OF LOSS INDIVIDUALLY.
WHAT IF THE MERGER DOES NOT OCCUR?
If the Merger does not for any reason go forward, your executed Assumption and
Substitution Agreement and your old stock option agreement will be returned to
you and no substitution will take place.
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WHO CAN I CALL IF I HAVE QUESTIONS ABOUT SUBSTITUTING OLD OPTIONS WITH NEW
OPTIONS?
If you have questions, please do not hesitate to contact Ardene Fullerton (Ext.
2833), Dale Marquart (Ext. 2987) or Ward Wolff (Ext. 2718) at Premenos or Mike
Lieb (404/467-3013) or Laura Nuzzo (404/467-3170) at Harbinger.
EXERCISING OPTIONS
WHEN CAN I EXERCISE MY STOCK OPTIONS?
Upon receipt by Harbinger of a duly executed Assumption and Substitution
Agreement and as soon as reasonably practicable following the Effective Time,
Harbinger shall execute and deliver a New Stock Option Grant Certificate
evidencing the New Options being granted in connection with the assumption of
the Old Options and the substitution of the New Options therefor. Following
receipt of such New Stock Option Grant Certificate, you may exercise vested
stock options to acquire Harbinger Common Stock by following the procedures set
forth on Exhibit I attached hereto.
HOW DO I EXERCISE MY STOCK OPTIONS?
To initiate an option exercise, you should contact Laura Nuzzo (404/467-3170) in
the Harbinger Accounting/Finance Department to verify the number of vested
shares available for exercise.
Harbinger offers two methods of exercising (1) the traditional approach where
you pay the total number of the options to be exercised times the exercise price
per option; and (2) the "cashless stock option exercise" whereby you can pay for
the "purchase price" of your stock through the proceeds from the sale of stock.
Exhibit I is a copy of a document summarizing the process by which you may
exercise your vested stock options.
WHAT IS MATERIAL NON-PUBLIC INFORMATION?
You are prohibited from trading in Harbinger Common Stock if you are in
possession of material non-public information. Harbinger has issued a Revised
Policy Statement Regarding Insider Trading and Related Securities Law Matters
dated August 5, 1996; a copy of this will be distributed to all Premenos
employees under separate cover.
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HOW CAN I DETERMINE THE POTENTIAL SALE PRICE?
As Harbinger is a public company, you can determine the potential sale price
based on the market price of Harbinger Common Stock.
Harbinger is traded on the Nasdaq National Market exchange under "HRBC". You can
determine the market price of Harbinger through periodicals (i.e., the Wall
Street Journal or local newspaper), contacting a stock broker or via certain
resources available on the Internet.
WHO CAN I CALL IF I HAVE QUESTIONS ABOUT EXERCISING MY NEW OPTIONS?
If you have questions, please do not hesitate to contact Mike Lieb
(404/467-3013) or Laura Nuzzo (404/467-3170) at Harbinger.
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EXHIBIT I
EXERCISING STOCK OPTIONS
There are two ways to exercise your vested Harbinger stock options:
1. Same Day Sale/Cashless - A broker buys and sells the stock immediately and
you receive the difference between the sale price and the exercise price less
taxes. In this type of exercise you do not have to put cash up front.
2. Buy and Hold - You buy the stock at the exercise price plus taxes to be
withheld (if any) and hold the certificate until a future date at which you want
to sell.
SAME DAY SALE / CASHLESS PROCEDURE
1. Call Laura Nuzzo (404/467-3170) in Harbinger's Accounting/Finance Department
to verify the number of shares you have available to exercise and the exercise
price.
2. Harbinger will send to you a Cashless Stock Option Exercise Form and Notice
of Intent to Exercise (the "Form"). You must complete and sign the Form and
return it to Harbinger's Accounting/Finance Department (facsimile is
acceptable), together with a copy of your New Stock Option Grant Certificate.
You may use your own broker if you indicate your desire to do so to Harbinger at
this time by providing Harbinger with your broker's name, address, phone number,
and fax number. Otherwise BT Alex. Brown & Sons Incorporated will be used as the
broker for the transaction.
3. Once the Form is processed by Harbinger, Harbinger will instruct the transfer
agent to electronically transfer the Harbinger shares to your account with your
broker. Harbinger will also inform the broker that the shares are being
transferred and inform your broker that the shares may be traded.
4. Once your broker completes the sale of the shares, your broker will issue a
check to Harbinger for the option exercise price and any applicable taxes. The
broker will then issue a check to you for the net proceeds of the sale.
PLEASE NOTE THAT THE ABOVE PROCESS CAN TAKE A WEEK OR LONGER, SO PLAN
ACCORDINGLY.
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BUY AND HOLD PROCEDURE
1. Call Harbinger's Accounting/Finance Department to verify the number of shares
you have available to exercise and the exercise price.
2. Send a check made payable to Harbinger for the total option exercise price to
Harbinger headquarters, Attn: Accounting/Finance Department, Laura Nuzzo
(404/467-3170), together with a copy of your New Stock Option Grant Certificate.
3. Upon receipt of the check, Harbinger will instruct the transfer agent to
issue to you the certificate for your shares of Harbinger stock.
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