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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 5, 2000
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Harbinger Corporation
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(Exact name of registrant as specified in its charter)
Georgia 0-26298 581817306
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1277 Lenox Park Boulevard, Atlanta, Georgia 30319
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 467-3000
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(Former name or former address, if changed since last report)
SIGNATURES*
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Harbinger Corporation.
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(Registrant)
April 5, 2000
/s/ James M. Travers
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Date (Signature)*
James M. Travers, Chief Executive Officer
* Print name and title of the signing officer under his signature.
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ITEM 5. OTHER EVENTS
On April 5, 2000, Peregrine Systems, Inc., ("Peregrine"), Soda
Acquisition Corporation, a wholly owned subsidiary of Peregrine, and Harbinger
Corporation ("Harbinger") entered into an Agreement and Plan of Reorganization
(the "Merger Agreement"). As a result of the merger (the "Merger"), each
outstanding share of Harbinger common stock will be converted into the right to
receive .75 shares of Peregrine common stock.
A copy of Peregrine's and Harbinger's joint press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, Peregrine and
Harbinger entered into a Stock Option Agreement, dated April 5, 2000(the "Stock
Option Agreement"), pursuant to which Harbinger has granted to Peregrine an
option to purchase a number of newly issued Harbinger shares equal to 19.99% of
Harbinger's outstanding shares. The Stock Option Agreement is only exercisable
upon the occurrence of certain events specified in the Stock Option Agreement.
In addition, certain directors, officers and shareholders of Harbinger and
stockholders of Peregrine have entered into Voting Agreements (and have granted
proxies) to vote in favor of the Merger and against certain other matters (the
"Voting Agreements").
The Merger is intended to constitute a reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for
as a purchase transaction. Consummation of the Merger is subject to various
conditions, including, among other things, receipt of the necessary approvals of
the stockholders of Peregrine, shareholders of Harbinger and certain regulatory
bodies.
The foregoing description of the Merger Agreement, the Stock Option
Agreement and the transactions contemplated thereby do not purport to be
complete and are qualified in their entirety by reference to the Merger
Agreement, the Stock Option Agreement and the Voting Agreements, copies of which
will be filed with the Securities and Exchange Commission at a later date in an
appropriate filing.
All stockholders should read the joint proxy statement/prospectus
concerning the merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain important
information that stockholders should consider before making any decision
regarding the merger. You will be able to obtain the joint proxy
statement/prospectus, as well as other filings containing information about
Peregrine and Harbinger, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC
filings that will be incorporated by reference in the joint proxy
statement/prospectus will also be available, without charge, by contacting the
Secretary of appropriate company.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Harbinger and certain other persons named below may be deemed to be participants
in the solicitation of proxies of Harbinger stockholders to adopt and approve
the Merger Agreement and to approve the Merger. The participants in this
solicitation may include the directors of Harbinger (Stuart L. Bell, William B.
King, Klaus Neugebauer, James M. Travers, David Hildes, Benn R. Konsynski, David
T. Leach, John D. Lowenberg, Ad Nederlof, and William B. Savoy) and the officers
of Harbinger (James M. Travers, Chief Executive Officer, David Bursiek,
Executive Vice President Market Development, Daniel L. Manack, Executive Vice
President, Global Operations, James M. McCormick, Chief Financial Officer,
Douglas Roberts, Senior Vice President - Worldwide Sales, Loren B. Wimpfheimer,
Vice President Business Development & General Counsel, Les Wyatt, Senior Vice
President - Worldwide Product Marketing, Gerry Diamond, Senior Vice President
Product Development and Ray Dicasali, Client Information Officer). The
aforementioned directors and officers of Harbinger, as a group, may be deemed to
beneficially own approximately 15% of Harbinger's outstanding common stock or
securities convertible into common stock.
Item 7. FINANCIAL STATEMENTS PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) Exhibits
99.1 Press Release dated April 5, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
HARBINGER CORPORATION.
Dated: April 5, 2000 By: /s/ JAMES M. TRAVERS
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James M. Travers,
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
99.1 Form of Joint press release with Peregrine Systems, Inc. dated
April 5, 2000, announcing Peregrine's acquisition of Harbinger
(incorporated by reference to Harbinger's 425 filing dated
April 5, 2000).
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EXHIBIT 99.1
Filed by Harbinger Corporation
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
ON APRIL 5, 2000, HARBINGER CORPORATION, A GEORGIA CORPORATION, AND PEREGRINE
SYSTEMS INC., A DELAWARE CORPORATION, JOINTLY ISSUED THE FOLLOWING PRESS
RELEASE:
Peregrine Systems(R) and Harbinger(R) Announce Merger to
Create Largest, Most Complete e-Business Solutions Provider
Transaction Builds Market Giant for B2B Commerce
SAN DIEGO, Calif. and ATLANTA, Ga. (April 5, 2000) --
Peregrine Systems, Inc. (NASDAQ: PRGN), the leading
provider of Infrastructure Management and e-Procurement
software solutions, and Harbinger Corporation (NASDAQ:
HRBC), the leading provider of B2B e-Commerce delivery
solutions, today announced a definitive merger
agreement. The deal combines the strengths of two
companies with premier track records for fully
integrating e-Business processes for Infrastructure
Management, e-Procurement and e-Marketplaces (portals),
and rapidly deploying best-in-class e-Business
solutions. The combined company will enable businesses
to access multiple e-Marketplaces for requisitioning,
acquiring, managing and disposing of critical assets,
facilities and other operating resources. With 44,000
customers and e-Marketplaces already processing more
than one million mission-critical transactions daily,
the company will be by far the largest provider of
end-to-end e-Business solutions.
Under the agreement, Peregrine Systems will acquire all
of the outstanding stock and stock options 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 represents a deal valued at
approximately $2.1 billion based on the closing price of
Peregrine Systems shares on April 5, 2000. Peregrine
Systems expects to issue approximately 36 million shares
in exchange for all the outstanding equity securities of
Harbinger. The transaction is expected to be accounted
for by the purchase method and treated as a tax-free
reorganization. The definitive agreement 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.
"The combination of Peregrine Systems and Harbinger
reshapes the competitive landscape for end-to-end
e-Business solutions," said Steve Gardner, president and
CEO, Peregrine Systems. "As a single provider, we will
create, operate and link e-Business networks, e-Catalogs
and online marketplaces, while managing the full
lifecycle and infrastructure of e-Business. Harbinger is
the most advanced and open B2B e-Commerce delivery
organization in the world, which makes it a logical
addition to our Infrastructure Management software
solutions. The combination is powerful and creates the
clear market leader for e-Business solutions delivery,"
added Gardner.
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Merger Extends Infrastructure Management and
e-Procurement to e-Business
The merger will combine Peregrine Systems
industry-leading e-Procurement, asset and infrastructure
management, and employee self-service solutions with
Harbinger's harbinger.netSM e-Marketplace enablement
capabilities. Enabling services via the e-Marketplace
include catalog content management, e-Commerce data
transformation, integration and transaction processing,
and e-Commerce Application Service Provider (ASP)
offerings.
The merger will create a company that for the first time
delivers comprehensive capabilities to implement the
complete lifecycle of e-Business along with unparalleled
worldwide deployment services that help businesses
rapidly deploy broad-based B2B initiatives. Integrated
capabilities include:
Reliable Infrastructure
e-Procurement
e-Marketplace Access
e-Catalog Content Management
e-Business Networks
e-Business Community Integration
Employee Self Service
Infrastructure Management
Large enterprises will now be able to purchase a full
suite of electronic trading and procurement solutions
from a single global supplier, including integration to
their asset management and other business systems. This
combination will also present a compelling value
proposition for small-to-medium size enterprises (SMEs)
who will benefit through the availability of full
lifecycle, integrated e-procurement and asset management
capabilities offered via an ASP solution hosted on
harbinger.net, the industry's leading e-Marketplace
enablement portal.
"e-Business is all about managing and connecting the
internal processes of e-Procurement and Infrastructure
Management to multiple external marketplaces, so buyers
and sellers can rely on their e-Business technology to
be more effective," said James M. Travers, president and
CEO of Harbinger. "With 2,500 employees worldwide, more
than 44,000 customers including 90% of the Fortune 500,
Peregrine Systems and Harbinger can deliver a compelling
solution to businesses of all sizes, with rapid startup
and low risk. Customers need to ask themselves if other
B2B suppliers have effectively demonstrated the ability
to create, operate and deliver a complete end-to-end
solution and open marketplace to assure their e-Business
success," concluded Travers.
A conference call to review the merger will be held
Thursday, April 6, 2000 at 8:00AM EDT, 5:00AM PDT. The
dial-in number for the call is 212-896-6100.
About Harbinger Corporation
Harbinger Corporation is a leading worldwide provider of
business-to-business e-Commerce software, services and
solutions. The company maximizes its customers' business
potential with comprehensive, scalable e-Commerce
solutions that help streamline operations, increase
profitability and build electronic trading communities.
Harbinger's objective is to serve more customers using
Internet Protocols (IP) than any other provider and to
establish harbinger.netSM as the preferred virtual
e-Commerce center for information and mission-critical,
business-to-business e-Commerce transactions.
Headquartered in Atlanta, Georgia, Harbinger provides
worldwide support to its customer community from
multiple U.S. and overseas
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operations facilities. For more corporate information,
go to www.harbinger.com. Access Harbinger's online EC
Resource Center and other network services at
www.harbinger.net.
About Peregrine Systems, Inc.
Peregrine Systems is the leading provider of Employee
Self Service and e-Infrastructure Management solutions
that help ensure the reliability, productivity and
cost-effectiveness of organizational infrastructure.
Peregrine Systems provides Infrastructure Management
solutions to organizations to permit them to manage the
availability and cost of their technology, facilities
and transportation infrastructure. Peregrine Systems
also provides Get.It!(TM) Employee Self Service
Weblications(TM) to allow any employee in the
organization to get what they need to get their job
done. By integrating Employee Self Service Weblications,
such as e-Procurement, with total lifecycle
Infrastructure Management, our solutions empower
organizations to make better and faster business
decisions. In a world moving toward 24-hour global
e-Business, e-Infrastructure Management coupled with
Employee Self Service is a key to competitive success.
Founded in 1981, Peregrine Systems is headquartered in
San Diego, California with offices throughout the United
States as well as in the United Kingdom, Belgium,
Canada, France, Germany, Denmark, Italy, Japan,
Netherlands, Sweden, Australia and Singapore. Peregrine
Systems also has alliance partners and distributors
located throughout these regions and in Latin America.
More information on Peregrine Systems is available on
the World Wide Web at http://www.peregrine.com.
Peregrine: This press release contains both historical
information and forward-looking results and could cause
the Company's actual results to differ materially from
the results indicated in this press release or in any
other forward-looking statements made by, or on behalf
of, the Company, and there can be no assurance that
future results will meet expectations. These factors
include, but are not limited to, the following: 1) the
Company's revenues and earnings are subject to a number
of factors that make estimation of operating results
prior to the end of a quarter extremely uncertain; 2)
competition for the Company's products is intense; 3)
the uncertainties of whether new software products and
product strategies will be successful; 4) risks
associated with the acquisition of Harbinger and other
acquisitions, including the inability to complete an
acquisition and potential difficulties in the
assimilation of operations of the acquired company or
assets; and 5) the additional considerations and
important factors described on the Company's Report on
10-K filed with the Securities and Exchange Commission
in June 1999 and subsequent Forms 10-Q filed with the
Securities and Exchange Commission, copies of which are
available on request from the Investor Relations
department of the Company.
Harbinger: This press release contains statements which
may constitute "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended by the Private
Securities Litigation Reform Act of 1995. Those
statements include statements regarding the intent,
belief or current expectations of Harbinger Corporation
and members of its management as well as the assumptions
on which such statements are based. Prospective
investors are cautioned that any such forward-looking
statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results
may differ materially from those contemplated by such
forward-looking statements. Important
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factors currently known to management that could cause
actual results to differ materially from those in
forward- statements include fluctuation of our
operating results, the ability to compete successfully
and the inability to predict the outcome of certain
litigation matters. Additional factors are set forth in
the Safe Harbor Compliance Statement for
forward-looking Statements included as Exhibit 99.1 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998. The Company undertakes no
obligation to update or revise forward-looking
statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future
operating results.
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Peregrine Systems is a registered trademark of
Peregrine Systems, Inc. Harbinger and the Harbinger
logo are registered trademarks and harbinger.net is a
service mark of Harbinger Corporation or its
subsidiaries. All other trademarks are the property of
their respective owners.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Harbinger plans to file a Registration Statement on SEC
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 Harbinger 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: Investor Relations,
telephone: (404) 467-3000.
In addition to the Registration Statement and the Joint
Proxy Statement/Prospectus, Harbinger and Peregrine
file annual, quarterly and special reports, proxy
statements and other information with the Securities
and Exchange Commission ("SEC"). You may read and copy
any reports, statements or other information filed by
Harbinger or Peregrine either company at the SEC public
reference rooms at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330
for further information on the public reference rooms.
Harbinger's and Peregrine' filings with the Commission
are also available to the public from commercial
document-retrieval services and at the Web site
maintained by the Commission at http://www.sec.gov.
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.
Contacts:
David A. Farley
Senior Vice President, Finance and Administration and
Chief Financial Officer
Peregrine Systems, Inc.
Phone: (858) 481-5000
Jim McCormick
Chief Financial Officer
Harbinger Corporation
Phone: (404) 467-3310
