<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2000
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)
1277 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,
AMENDED AND RESTATED HARBINGER CORPORATION EMPLOYEE STOCK PURCHASE PLAN
AND
AMENDED AND RESTATED 1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of Plans)
------------------------------
LOREN B. WIMPFHEIMER, ESQ.
VICE PRESIDENT, BUSINESS DEVELOPMENT,
GENERAL COUNSEL AND SECRETARY
HARBINGER CORPORATION
1277 LENOX PARK 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 Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of Registration
to be Registered Registered (1) Price Per Share (2) Price (2) Fee (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.0001 PAR VALUE
PER SHARE 1,450,000 SHARES $13.26 $19,227,000 $5,076
===========================================================================================================================
</TABLE>
- -----------------------
(1) Represents (i) an additional 1,000,000 shares to be reserved for
issuance by Registrant under the Harbinger Corporation 1996 Stock
Plan, as amended, (ii) an additional 100,000 shares to be reserved for
issuance by Registrant under the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan, as amended, and (iii) an
additional 350,000 shares to be reserved for issuance by Registrant
under the Amended and Restated 1993 Stock Option Plan for Non-Employee
Directors, as amended.
(2) 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 May 23, 2000.
===============================================================================
<PAGE> 2
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 (File No. 33-96774) filed by Registrant on
September 8, 1995, 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, the Registration
Statement on Form S-8 (File No. 333-42959) filed by Registrant on December 22,
1997, and the Registration Statement on Form S-8 (File No. 333-61893) filed by
Registrant on August 20, 1998 are hereby incorporated by reference into this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated by reference in this registration statement:
(i) Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Commission on March 30, 1999 (as amended
by Form 10-K/A filed with the Commission on April 3, 2000);
(ii) Proxy Statement dated March 31, 2000, filed with the
Commission on March 30, 2000;
(iii) Quarterly Report on Form 10-Q for the quarter ended March
31, 2000, filed with the Commission on May 4, 2000;
(iv) Current Reports on Form 8-K filed with the Commission on
January 24, 2000; on April 6, 2000; and on April 17, 2000;
and
(v) 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 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.
The Company hereby undertakes to provide without charge to each person
to whom a Prospectus relating to this registration statement 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, 1277 Lenox Park Boulevard, Atlanta, Georgia 30319, telephone
number (404) 467-3000.
<PAGE> 3
ITEM 8. EXHIBITS.
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
----------- -----------
<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).
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the
legality of the securities being registered.
10.1 Fifth Amendment to the Harbinger Corporation 1996 Stock
Option Plan (Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
10.2 Fourth Amendment to the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000).
10.3 Sixth Amendment to the Harbinger Corporation Amended and
Restated 1993 Stock Option Plan for Non-Employee Directors
(Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000).
23.1 Consent of KPMG LLP.
23.4 Consent of Morris Manning & Martin, L.L.P. (included in
Exhibit 5.1).
24 Power of Attorney (included at Page 5 of this Registration
Statement).
</TABLE>
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 23rd day of
May, 2000.
HARBINGER CORPORATION
By:/s/ James M. Travers
------------------------------------------
James M. Travers
President and Chief Executive Officer
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints James M. Travers, James K. McCormick and
Loren B. Wimpfheimer, 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/ James M. Travers President, Chief Executive May 23, 2000
- ------------------------------------ Officer and Director
James M. Travers (Principal Executive Officer)
/s/ David T. Leach Acting Chairman and Director May 23, 2000
- ------------------------------------
David T. Leach
/s/ James K. McCormick Chief Financial Officer May 23, 2000
- ------------------------------------ (Principal Financial Officer and Principal
James K. McCormick Accounting Officer)
/s/ William D. Savoy Director May 23, 2000
- ------------------------------------
William D. Savoy
/s/ William B. King Director May 23, 2000
- ------------------------------------
William B. King
/s/ Stuart L. Bell Director May 23,2000
- ------------------------------------
Stuart L. Bell
/s/ Klaus Neugebauer Director May 23, 2000
- ------------------------------------
Klaus Neugebauer
/s/ Ad Nederlof Director May 23, 2000
- ------------------------------------
Ad Nederlof
/s/ Benn R. Konsynski Director May 23, 2000
- ------------------------------------
Benn R. Konsynski
/s/ John D. Lowenberg, Sr. Director May 23, 2000
- ------------------------------------
John D. Lowenberg, Sr.
/s/ David Hildes Director May 23, 2000
- ------------------------------------
David Hildes
</TABLE>
<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).
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the
legality of the securities being registered.
10.1 Fifth Amendment to the Harbinger Corporation 1996 Stock
Option Plan (Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000).
10.2 Fourth Amendment to the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 2000).
10.3 Sixth Amendment to the Harbinger Corporation Amended and
Restated 1993 Stock Option Plan for Non-Employee Directors
(Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2000).
23.1 Consent of KPMG LLP.
23.4 Consent of Morris Manning & Martin, L.L.P. (included in
Exhibit 5.1).
24 Power of Attorney (included at Page 5 of this Registration
Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Morris, Manning & Martin]
May 23, 2000
Harbinger Corporation
1277 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 1,450,000 shares of the Company's common
stock, $.0001 par value per share ("Shares"), including (i) 1,000,000 Shares
issuable pursuant to the Harbinger Corporation 1996 Stock Option Plan, (ii)
100,000 Shares issuable pursuant to the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan and (iii) 350,000 Shares issuable
pursuant to the Harbinger Corporation Amended and Restated 1993 Stock Option
Plan for Non-Employee Directors (collectively, the "Plans").
We have examined and are familiar with the originals or copies
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 Plans 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 Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's registration statement on Form S-8.
Very truly yours,
MORRIS, MANNING & MARTIN, L.L.P.
/s/ Jeffrey L. Schulte
Jeffrey L. Schulte
7
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Harbinger Corporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Harbinger Corporation of our report dated February 10, 2000, relating to
the consolidated balance sheets of Harbinger Corporation as of December 31,
1999 and 1998, and the related consolidated statements of operations,
comprehensive income (loss), shareholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1999, and the related
financial statement schedule, which reports appear in or are incorporated by
reference in the 1999 Annual Report on Form 10-K of Harbinger Corporation.
KPMG LLP
Atlanta, Georgia
May 23, 2000
8
