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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13D-1(A)
AND AMENDMENTS THERETO
FILED PURSUANT TO 13D-2(A)
PREMENOS TECHNOLOGY CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
74045V103
(CUSIP Number)
LOREN B. WIMPFHEIMER
DIRECTOR OF LEGAL AFFAIRS
HARBINGER CORPORATION
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319-5309
404-467-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
OCTOBER 23, 1997
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
(continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. 74045V103 13D PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Corporation
I.R.S. Identification No.: 58-1817306
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,015,019*
OWNED BY -------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING -------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
0
- ----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,015,019*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.4%*
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14 TYPE OF REPORTING PERSON*
CO
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*SEE ITEM 5 OF TEXT BELOW
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This Schedule 13D relates to the proposed acquisition by Harbinger
Corporation, a Georgia corporation ("Harbinger"), of all of the outstanding
stock of Premenos Technology Corp., a Delaware corporation ("Premenos"),
pursuant to a Merger Agreement (the "Merger Agreement"), dated as of October
23, 1997, among Harbinger, Premenos and Olympic Subsidiary Corporation, a
Delaware corporation and a wholly-owned subsidiary of Harbinger ("Merger Sub"),
whereby Merger Sub is to be merged with and into Premenos (the "Merger") and
each outstanding share of common stock, par value $.01 per share, of Premenos
("Premenos Common Stock") would be converted into the right to receive .45
shares of common stock, par value $.0001 per share, of Harbinger ("Harbinger
Common Stock"). A copy of the Merger Agreement is incorporated herein by
reference. As an inducement to Harbinger to enter into the Merger Agreement,
Lew Jenkins, the Chairman of Premenos ("Mr. Jenkins"), and David Hildes, the
Vice Chairman and Secretary of Premenos ("Mr. Hildes"), entered into
Irrevocable Proxy Agreements, dated as of October 23, 1997 (the "Proxy
Agreements"), which granted Harbinger an irrevocable proxy to vote the shares
of Premenos Common Stock owned by Messrs. Jenkins and Hildes in favor of the
Merger Agreement and the Merger. The terms of the Proxy Agreements were
disclosed in Harbinger's Registration Statement on Form S-4 (Registration No.
333-39023) filed with the Securities and Exchange Commission in connection with
the issuance of shares of Harbinger Common Stock pursuant to the Merger, and a
form of the Proxy Agreements was filed as an exhibit to Harbinger's Current
Report on Form 8-K filed with the Securities and Exchange Commission on October
29, 1997.
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Premenos Common Stock. The principal
executive offices of Premenos are located at 1000 Burnett Avenue, Concord,
California 94520.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f). This statement is being filed by Harbinger, a
Georgia corporation principally engaged in the business of providing electronic
commerce products and services to businesses, the principal executive offices of
which are located at 1055 Lenox Park Boulevard, Atlanta, Georgia 30319- 5309.
The names, business addresses, present principal occupations, principal business
of employers and citizenship of the directors and executive officers of
Harbinger are set forth in Appendix A, which is attached hereto and incorporated
herein by reference.
(d) During the last five years, neither Harbinger nor, to the best of
Harbinger's knowledge, any of its directors or executive officers listed on
Appendix A has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) During the last five years, neither Harbinger nor, to the best of
Harbinger's knowledge, any of its directors or executive officers listed on
Appendix A has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a judgment,
decree or final order (i) enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii)
finding any violation with respect to such laws.
(Page 3 of 8 Pages)
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Irrevocable Proxy Agreements described in Item 4 hereof were
entered into by Lew Jenkins and David Hildes as an inducement to Harbinger to
enter into the Merger Agreement.
ITEM 4. PURPOSE OF TRANSACTION
As a condition to the execution of the Merger Agreement, Harbinger
entered into the Proxy Agreements with each of Mr. Jenkins, Chairman of the
Board of Premenos, and Mr. Hildes, Vice Chairman of the Board and Secretary of
Premenos, pursuant to which Messrs. Jenkins and Hildes each granted to
Harbinger a proxy (the "Proxy") to represent and vote the 2,683,758 shares of
Premenos Common Stock beneficially owned by Mr. Jenkins (the "Jenkins Shares")
and the 2,331,261 shares of Premenos Common Stock (including 36,134 shares of
Premenos Common Stock issuable upon exercise of options) beneficially owned
by Mr. Hildes (the "Hildes Shares" and collectively with the Jenkins Shares the
"Shares") in favor of the Merger Agreement and the Merger, at any meeting
(whether special or annual, and whether or not adjourned) or by written action
of stockholders of Premenos. Copies of the Proxy Agreements are filed herewith
as Exhibits 2 and 3 and are incorporated herein by reference. The Shares
represent 42.4% of the outstanding shares of Premenos Common Stock as of
November 17, 1997.
During the term of the Proxy Agreements, each of Messrs. Jenkins and
Hildes agreed not to, directly or indirectly, through any officer, director,
employee, representative or agent, (i) solicit, initiate or encourage any
inquiries or proposals that constitute, or could reasonably be expected to lead
to, a "Competing Offer" (as defined in the Merger Agreement, a copy of which is
filed herewith as Exhibit 1 and incorporated herein by reference), or (ii)
engage in negotiations or discussions concerning, or provide any non-public
information to any person or entity relating to, any Competing Offer. Each of
Messrs. Jenkins and Hildes executed his Proxy Agreement in his capacity as a
stockholder of Premenos and not in his capacity as an officer or director of
Premenos. The Proxy Agreements provide that nothing therein shall limit or
affect any actions taken by Mr. Jenkins or Mr. Hildes, respectively, in their
capacities as officers or directors of Premenos in exercising Premenos' rights
under the Merger Agreement. The Proxy Agreements expire on the first to occur of
(i) the termination of the Merger Agreement in accordance with its terms, or
(ii) the closing of the Merger.
The purpose of the Proxy Agreements is to facilitate Harbinger's
acquisition of Premenos by insuring that the Shares will be voted in favor of
the Merger Agreement and the Merger.
Upon consummation of the Merger, Merger Sub will be merged with and
into Premenos and Premenos will become a wholly owned subsidiary of Harbinger.
Each outstanding share of Premenos Common Stock will be converted into the right
to receive .45 shares of Harbinger Common Stock. In connection with the
consummation of the Merger, it is contemplated that the current board of
directors of Premenos will resign and the directors of Merger Sub shall become
the directors of the surviving corporation.
Upon consummation of the Merger, Harbinger expects to cause Premenos to
seek to have the Premenos Common Stock deregistered under the Act, and to cease
to be authorized to be quoted on the Nasdaq National Market.
(Page 4 of 8 Pages)
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Other than as described above, Harbinger has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although it reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Harbinger may be deemed to be the beneficial owner of the Shares
which it has a right to vote pursuant to the Proxy Agreements. Based on the
number of shares outstanding as of November 17, 1997, the aggregate of 5,015,019
Shares would constitute 42.4% of the outstanding shares Premenos Common Stock.
Harbinger disclaims beneficial ownership of all Shares.
Except as set forth above, neither Harbinger nor, to the best of
Harbinger's knowledge, any director or executive officer of Harbinger listed on
Appendix A hereto beneficially owns any shares of premenos Common Stock.
(b) Harbinger has the power to vote the Shares in favor of the Merger
Agreement and the Merger pursuant to the Proxy Agreements. Harbinger has no
power to vote the Shares on any other proposals submitted to Premenos
stockholders. Harbinger has no power to dispose of any Shares.
(c) The Proxy Agreements were executed on October 23, 1997.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
See Item 4 for a description of the Proxy Agreements which is
incorporated herein by reference.
Except as set forth above, to the best of Harbinger's knowledge, no
contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 or between such persons and any other
person with respect to any securities of Premenos, including but not limited to,
transfer or voting of any such securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits are filed herewith:
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EXHIBIT NO. DESCRIPTION
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1. Merger Agreement, dated as of October 23, 1997, among
Harbinger Corporation, Premenos Technology Corp. and Olympic
Subsidiary Corporation (filed as Exhibit 2.2
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to Harbinger's Current Report on Form 8-K dated October 29,
1997 and incorporated herein by reference).
2. Irrevocable Proxy Agreement, dated as of October 23, 1997,
among Lew Jenkins and Harbinger Corporation (filed as Exhibit
99.1 to Harbinger's Current Report on Form 8-K dated October
29, 1997 and incorporated herein by reference).
3. Irrevocable Proxy Agreement, dated as of October 23, 1997,
among David Hildes and Harbinger Corporation (filed as Exhibit
99.1 to Harbinger's Current Report on Form 8-K dated October
29, 1997 and incorporated herein by reference).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HARBINGER CORPORATION
By:/s/ C. Tycho Howle
------------------------------------
C. Tycho Howle
Chairman of the Board
Date: December 8, 1997
(Page 6 of 8 Pages)
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APPENDIX A
The following individuals are executive officers or directors of Harbinger.
Unless otherwise noted, each individual is a citizen of the United States, and
the business address of each executive officer of the Reporting Person is 1055
Lenox Park Boulevard, Atlanta, Georgia 30319-5309.
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PRINCIPAL OCCUPATION
AND ADDRESS AND BUSINESS
NAME TITLE OF EMPLOYER
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C. Tycho Howle Chairman and Director
David T. Leach Chief Executive Officer
and Director
James C. Davis President and Chief
Executive Officer and
Director
Joel G. Katz Chief Financial Officer
and Secretary
Theodore C. Annis President, Harbinger
SupplyTech
James W. Travers President, Harbinger
Software Division
David A. Meeker Senior Vice President,
North American Sales
A. Gail Jackson Senior Vice President,
Harbinger SupplyTech
Willem Van Nieuwenhuyzen(1) General Manager,
European Operations
William B. King Director Chairman
Private Business, Inc.
P. O. Box 1603
Brentwood, Tennessee 32024
Banking Software
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(1)Citizen of The Kingdom of The Netherlands
(Page 7 of 8 Pages)
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PRINCIPAL OCCUPATION
AND ADDRESS AND BUSINESS
NAME TITLE OF EMPLOYER
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Stuart L. Bell Director Chairman
Innovative Medical Research
1200 High Ridge Road
Stamford, Connecticut 06905
Medical Lab Tests
Benn R. Konsynski Director Professor of Business Administration
Goizueta School of Business
Emory University
Atlanta, Georgia 30322
Klaus Neugebauer(2) Director Private Investor
Widenmayerstr
80538 Munchen
GERMANY
Ad Nederlof(3) Director Independent Software Consultant
Richter Systems
DeBrand 15
Amersfoort
THE NETHERLANDS
Computer Software
William D. Savoy Director President
Vulcan Northwest, Inc.
110 110th Ave., N.E. - Suite 550
Bellevue, Washington 98004
Venture Capital
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(2)Citizen of the Federal Republic of Germany
(3)Citizen of The Kingdom of The Netherlands
(Page 8 of 8 Pages)
