<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 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)
GEORGIA 58-1817306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
LOREN B. WIMPFHEIMER, ESQ.
HARBINGER CORPORATION
1055 LENOX BOULEVARD
ATLANTA, GA 30319
(404) 467-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed
Maximum
Offering Price Proposed Maximum
Title of Securities to be Registered Amount to be Per Aggregate Offering Amount of Registration
Registered Share(1) Price (1) Fee (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.0001 PAR VALUE PER
SHARE 1,000,000 SHARES $ 22.50 $ 22,500,000 $ 6,638
===============================================================================================================================
</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 December 18, 1997.
===============================================================================
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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, the Registration Statement on
Form S-8 (File No. 333-30219) filed by Registrant on June 27, 1997 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. The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Commission on March 31, 1997;
(ii) Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997, filed
with the Commission on May 13, 1997, August 12, 1997, and
October 29, 1997, respectively;
(iii) Current Reports on Form 8-K filed with the Commission
on April 18, 1996 (as amended by Form 8-K/A filed with the
Commission on June 17, 1996); on May 2, 1996 (as amended by
Form 8-K/A filed with the Commission on June 17, 1996); May
2, 1996 (as amended by Form 8-K/A filed with the Commission
on July 1, 1996); on May 3, 1996 (as amended by Form 8-K/A
wiled with the Commission on July 2, 1996); on January 15,
1997 (as amended by Form 8-K/A filed with the Commission on
March 14, 1997); on January 16, 1997 (as amended by Form
8-K/A filed with the Commission on March 18, 1997); on April
28, 1997; on July 1, 1997; on July 16, 1997; on September 2,
1997 (as amended by Form 8-K/A filed with the Commission on
October 29, 1997); on October 29, 1997; and on December 8,
1997; and
(iv) The description of the common stock, $.0001 par value
per share of the Registrant ("Common Stock") included in
Harbinger's Registration Statement on Form 8-A filed with the
Commission on June 22, 1995 (as amended by Form 8-A/A filed
with the Commission on August 21, 1995).
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 Prospectus 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 Prospectus and
to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed to
Investor Relations Department, Harbinger Corporation, 1055 Lenox Park
Boulevard, Atlanta, Georgia 30319, telephone number (404) 467-3000.
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 Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-93804) dated 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
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
23.1 Consent 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 Morris Manning & Martin, L.L.P. (included in Exhibit 5).
24 Power of Attorney (included at Page 5 of this Registration Statement)
99.1 Second Amendment to Harbinger Corporation 1996 Stock Option Plan
</TABLE>
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<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 18th day of
December, 1997.
HARBINGER CORPORATION
By: /s/ David T. Leach
-----------------------
David T. Leach
Chief Executive Officer
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<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 December 18, 1997
- ------------------------------------
C. Tycho Howle
/s/ David T. Leach Chief Executive Officer and Director December 18, 1997
- ------------------------------------ (Principal Executive Officer)
David T. Leach
/s/ James C. Davis Chief Operating Officer, President December 18, 1997
- ------------------------------------ and Director
James C. Davis
/s/ Joel G. Katz Chief Financial Officer December 18, 1997
- ------------------------------------ (Principal Financial Officer and Principal
Joel G. Katz Accounting Officer)
/s/ William D. Savoy Director December 18, 1997
- ------------------------------------
William D. Savoy
/s/ William B. King Director December 18, 1997
- ------------------------------------
William B. King
/s/ Stuart L. Bell Director December 18, 1997
- ------------------------------------
Stuart L. Bell
/s/ Klaus Neugebauer Director December 18, 1997
- ------------------------------------
Klaus Neugebauer
/s/ Ad Nederlof Director December 18, 1997
- ------------------------------------
Ad Nederlof
/s/ Benn R. Konsynski Director December 18, 1997
- ------------------------------------
Benn R. Konsynski
</TABLE>
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Harbinger Corporation
(Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-93804) dated 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 Consent 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 Morris Manning & Martin, L.L.P. (included in Exhibit 5).
24 Power of Attorney (included at Page 5 of this Registration Statement)
99.1 Second Amendment to Harbinger Corporation 1996 Stock Option Plan
</TABLE>
The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
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<PAGE> 1
[MORRIS, MANNING & MARTIN LETTERHEAD]
December 18, 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 1,000,000 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,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Larry W. Shackelford
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Harbinger Corporation:
We consent to the use of our reports 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 Amendment 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
December 17, 1997
<PAGE> 2
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to use of our reports dated May 13, 1997 relating to the
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
related financial statement schedule, which reports appear in Harbinger
Corporation's Current Report on Form 8-K filed on July 1, 1997 and are
incorporated by reference in the Form S-8 Registration Statement of Harbinger
Corporation.
Our reports dated May 13, 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 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 May 13, 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
financial statements and financial statement schedule for 1994
KPMG Peat Marwick LLP
Atlanta, Georgia
December 17, 1997
<PAGE> 3
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
Internationa, 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.
KMPG Peat Marwick LLP
Atlanta, Georgia
December 17, 1997
<PAGE> 4
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Harbinger Corporation
We consent to the use of our report dated October 1, 1997 relating to
the balance sheet of Acquion, Inc. as of October 31, 1996, and the related
statements of operations, shareholders' 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 October 29, 1997 and incorporated by reference in the
Form S-8 Registration Statement of Harbinger Corporation.
KMPG Peat Marwick LLP
Atlanta, Georgia
December 17, 1997
<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 Current Report on Form 8-K filed on
July 1, 1997 and to all references to our firm included in this registration
statement.
Arthur Andersen LLP
Atlanta, Georgia
December 17, 1997
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Harbinger Corporation:
We consent to the use of our reports 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
Form 8-K/A Amendment No. 1 filed on March 18, 1997 and Harbinger Corporation's
Current Report on Form 8-K filed on July 1, 1997 and incorporated by reference
in the Form S-8 Registration Statement of Harbinger Corporation.
Ciulla, Smith & Dale, LLP
Southfield, Michigan
December 17, 1997
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITOR'S 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
(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 June 17,
1996 and incorporated by reference in the Form S-8 Registration Statement of
Harbinger Corporation.
Moret Ernst & Young Accountants
The Hague
December 17, 1997
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITOR'S 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
December 17, 1997
<PAGE> 1
EXHIBIT 23.6
INDEPENDENT AUDITOR'S 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
December 17, 1997
<PAGE> 1
EXHIBIT 99.1
SECOND AMENDMENT TO THE HARBINGER CORPORATION
1996 STOCK OPTION PLAN
THIS SECOND AMENDMENT TO THE HARBINGER CORPORATION 1996 STOCK OPTION
PLAN (the "Amendment") is made effective as of the 18th day of December, 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, First Amendment to the Plan was approved by the shareholders
of the Company at the 1997 Annual Meeting of Shareholders; and
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;
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 5,125,000, plus the number of Prior Plan Shares."
SECTION 2. Except as specifically amended by this Second
Amendment, the Plan shall remain in full force and effect as prior to this
First Amendment.
IN WITNESS WHEREOF, the Company has caused this SECOND 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, CEO
ATTEST:
By: /s/ Joel G. Katz
-----------------------
Joel G. Katz, Secretary
