<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
<PAGE>
Frequently Asked Questions
Peregrine/Harbinger Transaction
Posted on Peregrine's Website
April 10, 2000
PEREGRINE SYSTEMS, INC.
HARBINGER CORPORATION ACQUISITION
PEREGRINE SYSTEMS HAS ANNOUNCED ITS INTENTION TO ACQUIRE HARBINGER
CORPORATION. THE FOLLOWING "FREQUENTLY ASKED QUESTIONS" PROVIDES MORE
INFORMATION ABOUT THE PROPOSED ACQUISITION. COMPLETION OF THE ACQUISITION IS
SUBJECT TO A NUMBER OF CONDITIONS. THESE INCLUDE REGULATORY REVIEWS, APPROVAL OF
THE TRANSACTION BY HARBINGER'S SHAREHOLDERS, AND APPROVAL OF THE ISSUANCE OF
SHARES OF PEREGRINE COMMON STOCK BY PEREGRINE'S STOCKHOLDERS.
THE FOLLOWING PRESENTATION CONTAINS "FORWARD-LOOKING" STATEMENTS ABOUT
THE EXPECTATIONS, BELIEFS, PLANS, INTENTIONS, AND STRATEGIES OF BOTH PEREGRINE
AND HARBINGER AND, ASSUMING THE MERGER IS COMPLETED, THE COMBINED COMPANIES.
THESE STATEMENTS ARE BASED SOLELY ON INFORMATION AVAILABLE TO PEREGRINE AND
HARBINGER AS OF TODAY'S DATE. THE ABILITY OF EITHER PEREGRINE, HARBINGER, OR THE
COMBINED COMPANIES TO ACHIEVE THEIR PLANNED BUSINESS OBJECTIVES INVOLVE MANY
RISKS AND UNCERTAINTIES. THESE STATEMENTS ARE NOT GUARANTEES OF THE FUTURE
PERFORMANCE OF EITHER PEREGRINE, HARBINGER, OR THE COMBINED COMPANIES. THE
ACTUAL RESULTS OF PEREGRINE, HARBINGER, OR THE COMBINED COMPANIES COULD DIFFER
MATERIALLY FROM CURRENT EXPECTATIONS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE THE
COMPANIES' ABILITY TO COMPLETE THE TRANSACTION AND, IF COMPLETED, THEIR ABILITY
TO INTEGRATE PEREGRINE'S AND HARBINGER'S RESPECTIVE BUSINESSES. IN ADDITION,
BOTH PEREGRINE AND HARBINGER HAVE MADE NUMEROUS PRIOR ACQUISITIONS, MAY MAKE
FUTURE ACQUISITIONS, AND FACE ADDITIONAL RISKS ASSOCIATED WITH THE INTEGRATION
OF THESE ACQUISITIONS. THE REVENUES AND EARNINGS OF BOTH PEREGRINE AND HARBINGER
ARE, AND THE REVENUES AND EARNINGS OF THE COMBINED COMPANIES WILL BE, SUBJECT TO
A NUMBER OF FACTORS THAT MAKE ESTIMATION OF THEIR FUTURE OPERATING RESULTS
EXTREMELY UNCERTAIN. THESE FACTORS INCLUDE COMPETITION; INCREASED COMPETITION
DUE TO EACH PARTY'S EXPANDED PRODUCT OFFERINGS; RISKS ASSOCIATED WITH THE
EVOLVING AND VARYING DEMAND FOR EACH COMPANY'S SOFTWARE PRODUCTS; THE ABILITY OF
PEREGRINE, HARBINGER, AND THE COMBINED COMPANIES TO EXPAND THEIR OPERATIONS;
LITIGATION, INCLUDING LITIGATION OVER INTELLECTUAL PROPERTY RIGHTS; AND GENERAL
ECONOMIC FACTORS. THE RISKS ASSOCIATED WITH PEREGRINE'S BUSINESS ARE DISCUSSED
IN PEREGRINE'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1999,
WHICH WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN JUNE 1999, AND IN
PEREGRINE'S SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q FILED WITH THE SEC. IN
ADDITION, FACTORS AFFECTING HARBINGER'S BUSINESS ARE CONTAINED IN ITS ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 FILED WITH THE SEC ON
MARCH 30, 2000. YOU ARE ENCOURAGED TO READ THIS INFORMATION CAREFULLY.
ADDITIONAL INFORMATION AND WHERE TO FIND IT: IN CONNECTION WITH THE
PROPOSED MERGER, PEREGRINE EXPECTS TO FILE A PROXY STATEMENT AND REGISTRATION
STATEMENT ON FORM S-4 WITH THE SEC, AND HARBINGER EXPECTS TO FILE A PROXY
STATEMENT WITH THE SEC. ONCE THE SEC HAS DECLARED PEREGRINE'S REGISTRATION
STATEMENT EFFECTIVE, PEREGRINE AND HARBINGER WILL MAIL A JOINT PROXY
STATEMENT/PROSPECTUS TO THEIR RESPECTIVE STOCKHOLDERS. HARBINGER STOCKHOLDERS
WILL BE ASKED TO APPROVE THE PROPOSED ACQUISITION BY PEREGRINE, AND PEREGRINE
STOCKHOLDERS WILL BE ASKED TO APPROVE THE ISSUANCE OF SHARES OF PEREGRINE COMMON
STOCK IN CONNECTION WITH THE ACQUISITION. 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
1
<PAGE>
CONTAIN IMPORTANT INFORMATION ABOUT HARBINGER, PEREGRINE, THE PROPOSED MERGER,
THE PERSONS SOLICITING PROXIES RELATING TO THE PROPOSED MERGER, THEIR INTERESTS
IN THE PROPOSED MERGER, AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL
BE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS, ONCE AVAILABLE, AS WELL AS
EACH COMPANY'S OTHER SEC FILINGS, THROUGH THE WEBSITE MAINTAINED BY THE SEC AT
HTTP://WWW.SEC.GOV. FREE COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS, ONCE
AVAILABLE, AND EACH COMPANY'S OTHER SEC FILINGS, MAY ALSO BE OBTAINED FROM THE
RESPECTIVE COMPANIES. FREE COPIES OF PEREGRINE'S FILINGS MAY BE OBTAINED BY
ACCESSING ITS WEB SITE AT HTTP://WWW.PEREGRINE.COM OR BY MAILING OR TELEPHONING
PEREGRINE SYSTEMS, INC., 12670 HIGH BLUFF DRIVE, SAN DIEGO, CALIFORNIA 92130,
ATTENTION: INVESTOR RELATIONS, TELEPHONE: (858) 481-5000. FREE COPIES OF
HARBINGER'S FILINGS MAY BE OBTAINED BY DIRECTING A REQUEST THROUGH THE INVESTORS
RELATIONS PORTION OF HARBINGER'S WEBSITE AT HTTP://WWW.HARBINGER.COM OR BY
MAILING OR TELEPHONING HARBINGER CORPORATION, 1277 LENOX PARK BOULEVARD,
ATLANTA, GEORGIA 30319, ATTENTION: INVESTOR RELATIONS, TELEPHONE: (404)
467-3000.
YOU MAY ALSO READ AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION
FILED BY HARBINGER OR PEREGRINE 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, NEW YORK AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC
AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOMS.
PARTICIPANTS IN SOLICITATION: PEREGRINE, ITS DIRECTORS, EXECUTIVE
OFFICERS, AND OTHER MEMBERS OF PEREGRINE'S MANAGEMENT AND EMPLOYEES MAY BE
SOLICITING PROXIES FROM PEREGRINE STOCKHOLDERS IN FAVOR OF THE ISSUANCE OF
PEREGRINE COMMON STOCK IN THE MERGER. INFORMATION CONCERNING PEREGRINE'S
PARTICIPANTS IN THE SOLICITATION IS SET FORTH IN ITS PRESS RELEASE ANNOUNCING
THE EXECUTION OF THE MERGER AGREEMENT. THIS PRESS RELEASE WAS FILED WITH THE SEC
UNDER RULE 425 ON APRIL 6, 2000. IN ADDITION, HARBINGER, ITS DIRECTORS,
EXECUTIVE OFFICERS, AND OTHER MEMBERS OF HARBINGER'S MANAGEMENT AND EMPLOYEES
MAY BE SOLICITING PROXIES FORM HARBINGER STOCKHOLDERS IN FAVOR OF THE MERGER.
INFORMATION CONCERNING HARBINGER'S PARTICIPANTS IN THE SOLICITATION IS SET FORTH
IN ITS CURRENT REPORT ON FORM 8-K FILED WITH THE SEC ON APRIL 5, 2000.
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.
FREQUENTLY ASKED QUESTIONS
WHAT IS THE ANNOUNCEMENT BETWEEN PEREGRINE SYSTEMS AND HARBINGER?
Peregrine Systems has agreed to acquire all the outstanding stock,
stock options, and warrants of Harbinger at an exchange ratio of 0.75 share of
Peregrine Systems common stock for each share of Harbinger common stock. The
stock-for-stock exchange has been approved by the Boards of Directors of both
companies and is subject to approval by their respective shareholders,
regulatory approvals, and customary closing conditions. While Peregrine Systems
will remain the name of the combined entity, the intent is to capitalize on the
combined resources of the two companies. The headquarters location of Peregrine
Systems will continue to be in San Diego, CA.
WHO IS HARBINGER CORPORATION?
Harbinger Corporation is a leading worldwide provider of
business-to-business Internet e-commerce software, services and solutions that
enable companies to build and manage trading communities. The company is
dedicated to maximizing its customers' business potential with internet-based
solutions for computing platforms
2
<PAGE>
ranging from desktops to mainframes. Headquartered in Atlanta, Georgia,
Harbinger provides worldwide customer support from multiple U.S. and
international locations.
Founded in 1983, Harbinger initially specialized in consumer electronic
banking and home shopping applications. Beginning in 1987, the company
transitioned to business-to-business e-commerce, helping companies exchange
goods and services using standard electronic business documents. Harbinger
expanded into Europe in 1994. Also at this time Harbinger began developing
Internet technologies for B2B e-commerce.
WHAT DO WE EXPECT PEREGRINE'S CUSTOMERS WILL GAIN THAT THEY WOULDN'T HAVE
WITHOUT HARBINGER?
Over the past few years, Peregrine has become a leading provider of
Infrastructure Management solutions, including most recently, Employee Self
Service solutions. Peregrine's Infrastructure Management solutions permit our
customers to manage the entire life cycle of their infrastructure assets,
including information technology assets, facilities, and corporate fleets. We
expect our proposed merger with Harbinger to extend our infrastructure
management solutions from an internal focus to the external resources or
"markets" required for success with e-Business initiatives. The combination of
our companies is expected to create, operate and link e-Business networks,
e-Catalogs and online marketplaces as integrated components of a company's
e-Business infrastructure.
WHAT DO WE EXPECT HARBINGER'S CUSTOMERS WILL GAIN THAT THEY WOULDN'T HAVE
WITHOUT PEREGRINE SYSTEMS?
Peregrine believes that Harbinger has demonstrated leadership in B2B
e-Commerce technology and service delivery. Harbinger's e-Commerce solutions
offer content and catalog data management, e-Business software for both buyers
and suppliers, and ASP solutions. Harbinger delivers an open B2B trading
community which permits multiple marketplaces to use whatever commerce protocol
is required, including IP and HTML protocols. Harbinger's merger with Peregrine
is expected to enable the management of the internal processes required by B2B
e-Commerce transactions, especially as they relate to e-Procurement and
Infrastructure Management.
ARE THERE ANY PRODUCT SYNERGIES BETWEEN THE COMPANIES?
Many organizations today are redeveloping their business offerings for
the e-commerce environment. By combining Peregrine and Harbinger, we hope to
enable customers to set up and run an e-business infrastructure, from software
to hardware to ongoing management of that infrastructure throughout its
lifecycle. Peregrine's Get.It! products permit employees, using internet-based
self service, to obtain the items they need in order to do their job more
quickly and easily. Harbinger products enable companies to set up their own
on-line marketplaces, including automation of catalogs, order-taking, shipping
processes, and billing processes.
Enabling the success of e-Business opportunities is hard work,
requiring the development and use of new technologies as well as extensive
experience in delivering the services required. Peregrine and Harbinger hope to
"make e-Business work" in three ways:
3
<PAGE>
1) creating and delivering the Infrastructure of e-Business
2) operating and managing the e-Business Infrastructure
3) enabling the immediate exploitation of e-Business for profit
WHAT ARE THE LONG-TERM BENEFITS TO CUSTOMERS OF COMBINING HARBINGER'S AND
PEREGRINE'S PRODUCT LINES?
Whether the customer is an e-marketplace, a buyer, a supplier, a large
enterprise or a small to medium size company, there is a certain list of needs
that must be addressed in order for that customer to be effective in e-Business.
We expect that combining Peregrine and Harbinger will offer our customers
products that address the following requirements for a complete, end-to-end
e-Business solution.
1) Reliable and cost effective Infrastructure - including internal and external
networks and focused on end-to-end availability, reliability and security of
all components.
2) e-Procurement - with buying criteria based on total cost, workflow and
process management, support for both new XML and legacy systems and the
ability to purchase, lease or take inventory from stock.
3) e-Marketplace Access - with ability to access to multiple e-Marketplaces,
support for many business-trading communities and industrial strength
e-Commerce activities.
4) e-Catalog Content Management - which supports an open standards strategy, a
technology foundation to support evolving standards as well as continued
support for established standards.
5) e-Business Networks - with the ability to process multi-millions of
transactions daily, with real time tracking and reconciliation and
connections to and for thousands of customers online.
6) e-Business Community Integration - enabling software, service and know-how
to be delivered, evidenced by many existing marketplace exchanges, for both
vertically and horizontally organized e-Markets.
7) Employee Self Service - empowering individuals to solve problems within the
context of organizational guidelines, reducing the cost and bureaucratic
inertia.
8) 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 the organization, while maximizing the effectiveness of
infrastructure and minimizing the total cost of ownership.
WHAT ARE THE IMMEDIATE ADVANTAGES OF THE MERGER TO CURRENT PEREGRINE AND
HARBINGER CUSTOMERS?
Peregrine Systems customers using the employee self service and
e-Procurement solutions will be able to integrate the Peregrine e-Commerce
infrastructure solutions with Harbinger's e-commerce solutions. We expect
this to permit Peregrine's customers to conduct e-business with a large
number of buyers
4
<PAGE>
and suppliers in a very short implementation timeframe. As the merger is
completed, Harbinger's customers will have access to an expanded set of products
that integrate supply chain e-Commerce into full lifecycle asset management,
including the Get.It! application suite that provides employee self service
access to all e-Commerce capabilities.
WHICH SUPPLIERS ARE ALREADY ENGAGED?
Together, Peregrine and Harbinger have access to catalogs from
thousands of suppliers with over 150,000 thousand products. These include
Compaq, Software Spectrum, Dell, Office Depot, 3M, and Adaptec. Specific
categories of items include furniture, computer hardware and software, office
equipment etc.
Suppliers use very different techniques (e.g. EDI, XML, OBI, flat
file transfers, etc.) to conduct e-Commerce. We expect one benefit of our
combined solution to be that it brings buyers and suppliers together
seamlessly, regardless of the standards used by each end of the equation or
connection. Some of the companies currently using our solution include IBM,
Dupont, Delphi automotive, SBC, Williams Communications, Schlumberger,
Webvan, Packard Bell, Toshiba, and Rockwell International.
HOW ABOUT INTERFACES TO BACK-END SYSTEMS?
Both companies have extensive experience integrating at a data and
workflow level with back-end ERP systems. Together we have interfaces to SAP,
Peoplesoft, Baan, J.D. Edwards, and others.
WHAT IS YOUR PORTAL (MARKETPLACE ENABLEMENT) STRATEGY?
Harbinger provides "powered by" e-commerce infrastructure technology
and hosts many marketplace applications on behalf of the marketplace owner. Our
strategy is to provide the `heavy lifting' e-commerce transaction capabilities
that complement marketplace catalog software and enable a marketplace to bring
many buyers together with many sellers in an electronic market. This is in
contrast to a strategy that requires buyers and sellers to connect through a
single, proprietary marketplace. Harbinger currently has 10 active marketplace
customers.
WHAT DO YOU MEAN BY E-BUSINESS COMMUNITY INTEGRATION?
Business Community Integration (BCI) applies Harbinger's extensive
e-commerce knowledge and tools to help us build and maintain trading
communities. BCI services include marketing to the trading community to create
awareness of the marketplace, as well as certification and training of each
trading partner to ensure compliance with marketplace trading standards. In
addition to BCI services, the combined company will sell the software and
enablement services (e.g. catalog data rationalization) to the trading partners
themselves to bring them into the marketplace.
WHAT IS YOUR CATALOG STRATEGY?
Harbinger offers a full suite of Catalog Content Management products
and services to enable suppliers to put their data into a standard format for
delivery of product and pricing information into an e-Procurement system or
Marketplace. We believe these content management products and services
complement Peregrine Systems Get.Resources! e-Procurement product providing a
complete solution.
5
<PAGE>
Currently, suppliers have catalogs in everything from sheets of paper
to sophisticated web-enabled configuration tools. The B2B software provider `s
challenge is to be able to accept catalog data in whatever format and present it
to the requisitioning system in an easy to use and consistent manner.
WHAT IS THE STATUS OF THE ACQUISITION TRANSACTION?
Our two companies have signed an agreement for the acquisition. Due to
the size of our organizations and the fact that both are publicly-traded
companies, we are required to obtain certain approvals from our shareholders and
other regulatory authorities. Once we obtain these approvals and have met all of
the legal conditions described in the acquisition agreement, we will close the
transaction and begin integrating the two organizations. The time between
signing and closing for a transaction of this size often takes several months.
HOW MANY EMPLOYEES DOES HARBINGER HAVE? HOW MANY LOCATIONS? WHAT IS ITS REVENUE?
Harbinger is headquartered in Atlanta, Georgia. It has approximately
850 employees in the US, primarily in Atlanta, Tulsa, Ann Arbor, Dallas, and
Concord, CA. It also has approximately 150 employees outside the US. In addition
to the above locations, Harbinger has offices in Dallas, Eugene, Houston,
Toronto, Germany, Italy, Mexico, Netherlands, and the United Kingdom.
Revenue for Harbinger was $155.5M for the 12 month period ending
December 31, 1999.
WHAT IS THE COMBINED SIZE AND REVENUE OF THE TWO COMPANIES?
The combined companies will have approximately 2,500 employees. The
combined revenue of both companies for the 12-month period ending December 31,
1999 was approximately $400M.
WILL THE PEREGRINE SYSTEMS HEADQUARTERS REMAIN IN SAN DIEGO? WILL ANYONE BE
ASKED TO MOVE TO ANOTHER LOCATION?
Yes, Peregrine's headquarters will remain in San Diego. To the extent
that our business objectives suggest we should relocate staff to other
locations, and to the extent that staff are interested in doing so in order to
pursue new job opportunities, we will explore relocations.
HOW WILL THE INTEGRATION PROCESS WORK?
Integration of two large public companies poses many opportunities as
well as many challenges and risks. Peregrine has experienced rapid growth in
recent periods and has already completed a number of acquisitions. We believe
these recent acquisitions have provided complementary products and have brought
many talented people into our organization. To assist in ensuring a smooth
transition and integration, Peregrine will work with Arthur Andersen to develop
and implement transition plans. These efforts will be being led by a team of
Peregrine employees dedicated to transition and acquisition efforts.
6
<PAGE>
HOW WILL THIS AFFECT PEREGRINE'S RELATIONSHIP WITH COMMERCE ONE?
Get.Resources! is an open e-Procurement solution that allows
organizations to purchase products and resources through market sites or via
direct, point-to-point links with suppliers from e-Catalogs hosted on either the
buyer or supplier side. We intend to continue our relationship with Commerce One
as a market place accessible to our Get.Resources! customers. We believe the
addition of the Harbinger products should provide Peregrine customers additional
flexibility for rapid deployment of e-Procurement solutions.
HOW WILL THIS AFFECT PEREGRINE'S RELATIONSHIP WITH SUPPLYACCESS.COM?
We intend to continue our relationship with SupplyAccess. We anticipate
the enhanced capability of the Harbinger products will expand both our
transaction capabilities and attract additional suppliers into the SupplyAccess
network.
7
