<PAGE>
Filed by Peregrine Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Harbinger Corporation
Commission File No. 0-26298
Powerpoint Presentation
Peregrine/Harbinger Transaction
Monday, April 10, 2000
<PAGE>
[HARBINGER LOGO] [PEREGRINE LOGO]
WE MAKE e-BUSINESS WORK.
ROBINSON HUMPHREY
29TH ANNUAL INSTITUTIONAL CONFERENCE
APRIL 10, 2000
JIM MCCORMICK JIM TRAVERS STEVE GARDNER
CHIEF FINANCIAL OFFICER PRESIDENT AND CEO PRESIDENT AND CEO
HARBINGER CORPORATION HARBINGER CORPORATION PEREGRINE SYSTEMS, INC.
<PAGE>
FORWARD-LOOKING STATEMENTS
Our comments today include 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. In addition, management evaluates future investment
opportunities in the ordinary course of business, which, if implemented, may
cause actual results to differ materially from those in forward-looking
statements. Prospective investors are cautioned that forward-looking statements
are not guarantees of future performance. Actual results may differ materially
from management expectations.
<PAGE>
ANNOUNCEMENT SUMMARY
- - April 5, Peregrine Systems, Inc. to acquire Harbinger Corporation
- - Stock for stock - .75 Peregrine: 1 Harbinger
- - Estimate 36mm Peregrine shares
- - Purchase accounting/tax-free reorganization
- - Approved by Both Boards
- - Subject to Approval by Shareholders, Regulatory and Closing Conditions
- - Target close - Summer 2000
<PAGE>
POWER OF COMBINATION
<TABLE>
<CAPTION>
PEREGRINE
SYSTEMS HARBINGER
------- ---------
<S> <C> <C>
HUMAN CAPITAL 1,500 1,000
CORE COMPETENCE FULL LIFE CYCLE ONE-STOP-SHOP EC
ASSET MANAGEMENT ENABLEMENT;
AND E-PROCUREMENT
LTM $225M $155M
FOOTPRINT 40% INTERNATIONAL 85% DOMESTIC
CUSTOMER BASE 4,000-ENTERPRISE/MID 40,000 MID/SMALL
1M EC TRANSACTIONS/DAY
</TABLE>
<PAGE>
GLOBAL E-BUSINESS
- COMBINES WORLDWIDE PRESENCE
- MORE THAN $400 MILLION IN TRAILING REVENUE
- PROFITABLE & DEBT FREE
- E-EVERYTHING - MRO/SUPPLY CHAIN/ASSET MGMT PROCUREMENT, IP
CONNECTIVITY, INFRASTRUCTURE MANAGEMENT
- KILLER APPS - IRM & E-PROCUREMENT
- KILLER APPS - IRM + E-PROCUREMENT
+ TRANSACTION ENGINE
+ CONNECTIVITY
- 2,500+ PERSONNEL
- 44,000+ CUSTOMERS
- 92% OF FORTUNE 500
- 25 VERTICAL TRADING COMMUNITIES
[MAP]
World map showing locations of Peregrine and Harbinger offices
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B2B E-COMMERCE SEGMENT
- - EC TRANSACTIONS - GROWING TO $7.3 TRILLION BY 2004, GARTNERGROUP; 25% OF
ALL CORPORATE PURCHASING BY 2003, BOSTON CONSULTING GROUP
- - PORTALS - 60% OF FORTUNE 500 COMPANIES WILL MANAGE THEIR OWN ENTERPRISE
PORTALS BY 2003, GARTNERGROUP
- - ASP - GROWING FROM $900MM TO $22.7 BN BY 2003, DATAQUEST
- - OUTSOURCING - FROM $6.8 BN TO $14.2 BN IN 2003, IDC
- - BCI - 40% OF E-COMMERCE WILL BE OUTSOURCED INCLUDING TRADING COMMUNITY
EXPANSION PROGRAMS TO THIRD PARTIES BY 2004, GARTNERGROUP
<PAGE>
[HARBINGER LOGO] [PEREGRINE LOGO]
JIM TRAVERS
PRESIDENT & CEO
HARBINGER CORPORATION
<PAGE>
CONVERGING STRATEGIES
[GRAPHIC]
<TABLE>
<S> <C> <C>
Asset Management 1997 EDI VAN
IT Infrastructure 1998 Catalog
EDI/IP
Total Infrastructure 1999 ASP, XVAC
Hlabs
harbinger.net
Employee Self Service 2000 Portals
& Exchange
e-Procurement Marketplaces, 13CI
Intra-enterprise Inter-enterprise
</TABLE>
Synergy for e-Business
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PEREGRINE SYSTEMS ...
- - Global Leader in Infrastructure Resource Management (IRM)
- - Leader in the Emerging Market for Employee Self Service
[Get.It! Logo]
<PAGE>
HARBINGER ... [harbinger.net Logo]
- - Global Leader in B2B e-Commerce Technology and Service Delivery
- HARBINGER.NET-SM-
- e-Marketplace Enabler
- Internet e-Business Communities
- Content and Catalog Data Management
- e-Business Software for Buyers & Suppliers
- Application Service Provider (ASP)
- Hosted Applications Sold On Usage Basis
<PAGE>
EVOLUTION OF THE STRATEGY
[GRAPHIC]
"Peregrine Systems" arrows point out of North, South, East and West
Physical and Fiscal
Resource Management
All Lifecycle Peregrine Types of
Phases Systems Infrastructure
Employee Self Service
<PAGE>
ADDING E-BUSINESS INFRASTRUCTURE
[GRAPHIC]
Peregrine Systems with arrows coming out
e-Content
Physical and Fiscal
Resource Management
e-Purchasing
All Lifecycle
Phases
Employee Self Service e-Business
e-Marketplace Types of Infrastructure
access Network
[harbinger.net Logo]
<PAGE>
PEREGRINE AND HARBINGER TOGETHER
"WE MAKE E-BUSINESS WORK"
- - Creating & Delivering the Infrastructure
of e-Business
- - Operating & Managing the e-Business Infrastructure
- - Exploiting e-Business for Profit - NOW!
- Employee Self Service
- e-Procurement
- Market Site Operations
- - Purely Complementary Products & Solutions
<PAGE>
E-Business Architecture
[GRAPHIC]
Business
Community
Integration
Payment Authority Shipper
Marketplace
Catalog
Secure, Reliable
Buyers Suppliers
Catalog Catalog
<PAGE>
Our Customers Tell the Story
Representative List
ABN AMRO
Bankers Trust
Bell Atlantic
Bell South
British Gas
Deutsche Lufthansa
Dresdner Bank
Microsoft
Mitsubishi Electric
Quantas
Safeway Stores
Walt Disney Company
[other names partially obscured by graphic]
[GRAPHIC]
Imposed on representative list
Large Co. Small & Medium
Enterprises Enterprises
E-Marketplaces Buyers & Suppliers
to Enterprises
of All Sizes
<PAGE>
WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- Internal and external networks
- Availability and reliability
- Security
<PAGE>
What Makes e-Business Work?
- - Reliable Infrastructure
- - e-Procurement
- Buying criteria based on total cost
- Workflow and process management
- Purchase, lease or take from stock
- Support for new XML & other e-Commerce data formats
<PAGE>
What Makes e-Business Work?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- Ready access to multiple e-Marketplaces
- Support for e-Business trading communities
- Commercial duty
<PAGE>
WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- Open standards strategy
- Technology foundation to support evolving standards
- Continued support for established standards
<PAGE>
WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- - e-Business Networks
- 1 million transactions processed daily
- Real-time tracking and reconciliation
- 44,000 commercial customers online
<PAGE>
WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- - e-Business Networks
- - e-Business Community Integration
- Enabling software, services & know-how
- 30 exchanges established and operating in prior 12 months
- Vertically and horizontally organized e-Marketplaces
<PAGE>
WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- - e-Business Networks
- - e-Business Community Integration
- - Employee Self Service
- Empower individuals to solve problems within the context of
organization guidelines
- Reduce cost and bureaucratic inertia
- Get.Resources; Get.Service; Get.Answers; Get.Rooms; Get.Travel;
Get.WHATEVER!
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WHAT MAKES E-BUSINESS WORK?
- - Reliable Infrastructure
- - e-Procurement
- - e-Marketplace Access
- - e-Catalog Content Management
- - e-Business Networks
- - e-Business Community Integration
- - Employee Self Service
- - Infrastructure Management
- Managing the lifecycle of every resource a company uses in the
fulfillment of its mission
- From the moment it enters to the moment it leaves
- Maximize effectiveness of infrastructure & minimize total cost of
ownership
<PAGE>
B2B COMPONENTS
[CHART]
Sellers Marketplace Buyers
- ------------------------B2B Business Services----------------------
Large Back Enterprise Enterprise Back Large
Sellers Office Sales e-Procurement Office Buyers
Seller Aggregation
Market Mechanisms
Buyer Aggregation
Small to Hosted Hosted Small to
Medium e-Sales e-Procurement Medium
Sellers' Buyers
- ---------------------B2B Technical Infrastructure-----------------
Courtsey McKinsey Consultants
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[HARBINGER LOGO] [PEREGRINE LOGO]
- - PROVIDES PRODUCTS AND SERVICES FOR THE CREATION AND MANAGEMENT OF
E-MARKETPLACES, ENABLING CUSTOMER AND SUPPLIER TRANSACTIONS, APPLICATION
HOSTING AND SECURITY
- - PROVIDES ASP SERVICES FOR XML ENABLED BUSINESS TRANSACTION
- - PROVIDES E-PROCUREMENT, REQUISITIONING WORKFLOW, ASSET MANAGEMENT AND
LINKAGES TO BACK OFFICE
[FLOW CHART]
Same chart as previous slide but chart shaded to indicate which products are
primarily Peregrine's or Harbinger's
<PAGE>
WHO MAKES E-BUSINESS WORK?
PEREGRINE
- - Reliable Infrastructure +
- - e-Procurement +
- - e-Marketplace Access +
- - e-Catalog Content Management +
- - e-Business Networks +
- - e-Business Community Integration +
- - Employee Self Service +
- - Infrastructure Management +
<PAGE>
Side by Side
- - Peregrine Systems
- 1,500 people
- IRM leader
- Employee Self Service leader
- Global alliances & partnerships
- Rapid revenue growth
- Serving 4,000 enterprise customers
- - Harbinger
- 1,000 people
- e-Commerce leader
- Single source for e-Business technology & service delivery
- Rapid growth of new business sectors
- Serving 42,000 global customers
- 1M+ commercial transactions per day
<PAGE>
Peregrine Systems & Harbinger Opportunity
- - Explosive growth in:
- Infrastructure Management
- Employee Self Service
- e-Marketplace enablement
- - Full lifecycle e-Business delivery and operations
- - One source for e-Business technology, enablement
and services
- - Leveraging global presence
in sales, support, and alliances
WE MAKE E-BUSINESS WORK
<PAGE>
[PEREGRINE LOGO]
Extending Infrastructure Management to e-Business
<PAGE>
This document is being filed pursuant to rule 425 under the securities act of
1933 and deemed filed pursuant to rule 14a-12 under the exchange act of 1934.
This document does not constitute an offer of sale of securities. Shareholders
of Peregrine and other investors are urged to read the proxy
statement-prospectus which will be included in the registration statement on
form S-4 to be filed by Peregrine in connection with the merger because it will
contain important information. After this document is filed, it will be
available free of charge on the sec website at www.sec.gov and from Peregrine by
directing a request through the investors relations portion of Peregrine's
website at http://www.peregrine.com or by mail to Peregrine Systems, Inc., 12670
High Bluff Drive, San Diego, Ca 92130, Attention: Investor Relations, Telephone:
(858) 481-5000.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Peregrine plans to file a registration statement on form S-4 in connection with
the merger, and Harbinger and Peregrine expect to mail a joint proxy
statement/prospectus to stockholders of Harbinger and Peregrine containing
information about the merger. Investors and security holders are urged to read
the registration statement and the joint proxy statement/prospectus carefully
when they are available. The registration statement and the joint proxy
statement/prospectus will contain important information about Harbinger,
Peregrine, the merger, the persons soliciting proxies relating to the merger,
their interests in the merger, and related matters. Investors and security
holders will be able to obtain free copies of these documents through the
website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the joint proxy statement/prospectus and
these other documents may also be obtained from Peregrine by directing a request
through the investors relations portion of Peregrine's website at
http://www.peregrine.com or by mail to Peregrine Systems, Inc., 12670 High Bluff
Drive, San Diego, CA 92130, Attention: Investor Relations, telephone: (858)
481-5000.
In addition to the registration statement and the joint proxy
statement/prospectus, Peregrine and Harbinger file annual, quarterly and special
reports, proxy statements and other information with
<PAGE>
the securities and exchange commission ("SEC"). You may read and copy any
reports, statements or other information filed by Peregrine or Harbinger at the
SEC Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or
at any of the SEC's other public reference rooms in New York, Chicago, and
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Peregrine's and Harbinger's filings with the commission
are also available to the public from commercial document-retrieval services and
at the web site maintained by the SEC at http://www.SEC.gov.
INFORMATION CONCERNING PARTICIPANTS
Harbinger, its directors, executive officers and certain other members of
management and employees may be soliciting proxies form Harbinger stockholders
in favor of the issuance of Harbinger common stock in the merger. Information
concerning the participants in the solicitation is set forth in a current report
on Form 8-K filed by Harbinger on April 5, 2000.
INFORMATION CONCERNING PERSONS INVOLVED IN THE SOLICITATION
In connection with the proposed acquisition, Peregrine will solicit proxies from
its stockholders to approve the issuance of shares of its Common Stock in
connection with the acquisition. Peregrine is required to obtain stockholder
approval of the issuance in order to comply with the rules of The Nasdaq Stock
Market.
Officers and directors of Peregrine may participate in the solicitation. The
members of Peregrine's Board of Directors are John J. Moores, Stephen P.
Gardner, David A. Farley, Christopher A. Cole, Richard A. Hosley II, Charles E.
Noell III, Norris van den Berg, and Thomas G. Watrous, Sr. Mr. Moores is the
Chairman of our Board of Directors. Mr. Gardner also serves as our President and
Chief Executive Officer, and Mr. Farley also serves as our Senior Vice
President, Finance and Administration, and Chief Financial Officer. Other
officers of Peregrine who may participate in the solicitation of proxies are
Matthew C. Gless, our Vice President, Finance, and Chief Accounting Officer;
William G. Holsten, our Senior Vice President, Worldwide Professional Services;
Frederic B. Luddy, our Vice President, Research and Development; Douglas S.
Powanda, our Executive Vice President, Worldwide Operations;
<PAGE>
Steven S. Spitzer, our Vice President, Channel Sales; Richard T. Nelson, our
Vice President, Corporate Development; and Eric Deller, our Vice President and
General Counsel.
More information about our officers and directors is contained in the proxy
statement for our 1999 Annual Meeting of Stockholders and our Annual Report on
Form 10-K for the year ended December 31, 1998. Both of these documents have
been filed with the SEC and are available at the SEC's website, WWW.SEC.GOV, at
the SEC's office and by contacting our investor relations department.
BENEFITS OF MERGER TO HARBINGER OFFICERS
Certain officers and directors of Harbinger will receive accelerated
vesting of their stock options in connection with the merger. A description
of these benefits is contained in Harbinger's proxy statement for its 2000
Annual Meeting of Shareholders under the caption "Agreements with Employees."
Harbinger's proxy statement was filed with the SEC and is available at the
SEC's website, www.SEC.gov, at the SEC's offices, or by directing a request
through the Investors Relations portion of Harbinger's website at
http://www.Harbinger.com or by mail to Harbinger Communications, 1277 Lenox
Park Boulevard, Atlanta, GA 30319, Attention: InvestorRelations, telephone:
(404) 467-3000.
