<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
Power Point Presentation
Peregrine/Harbinger Transaction
Monday, May 1, 2000
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PEREGRINE
S Y S T E M S
PRGN/HRBC MERGER
ANALYST BRIEFING
APRIL/MAY 2000
<PAGE>
DISCLAIMER
THE FOREGOING 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.
THE ABILITY OF EITHER PEREGRINE, HARBINGER, OR THE COMBINED COMPANIES TO
ACHIEVE THEIR PLANNED BUSINESS OBJECTIVES INVOLVE MANY RISKS AND
UNCERTAINTIES. FORWARD-LOOKING STATEMENTS RELATING TO EXPECTATIONS ABOUT
FUTURE EVENTS OR RESULTS ARE BASED UPON INFORMATION AVAILABLE TO PEREGRINE
AND HARBINGER AS OF TODAY'S DATE. NEITHER PEREGRINE, HARBINGER, OR THE COMBINED
COMPANIES ASSUME ANY OBLIGATION TO UPDATE ANY OF THESE STATEMENTS. 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 BUSINESS.
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 ITS 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; ACCEPTANCE OF E-MAIL AND
THE INTERNET AS A COMMUNICATION MEDIUM; 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, 1999 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. WE EXPECT THAT HARBINGER AND PEREGRINE WILL MAIL A
JOINT PROXY STATEMENT/PROSPECTUS TO STOCKHOLDERS OF HARBINGER AND PEREGRINE
CONTAINING ADDITIONAL INFORMATION ABOUT THE PROPOSED 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 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
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. 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.
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
FIFTY 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: HARBINGER, ITS DIRECTORS, EXECUTIVE
OFFICERS, AND OTHER MEMBERS OF HARBINGER'S MANAGEMENT AND EMPLOYEES MAY BE
SOLICITING PROXIES FROM 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.
IN ADDITION, 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.
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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ANNOUNCEMENT SUMMARY
- - APRIL 5 - PEREGRINE SYSTEMS TO ACQUIRE HARBINGER
- - 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
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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PREGRINE SYSTEMS
* Infrastructure Resource Management (IRM)
[6 GRAPHICS titled as follows: "Service Center," "Asset Center," "Faculty
Center," "Fleet Anywhere," "Knowlex," and "InfraCenter for Workgroups"]
* To Manage Asset Lifecycles Across the Enterprise
- - - Establish and Monitor Service Level Agreements - - -
Purchase
--------
Decide Lease Install Monitor Manage Recycle
to ----- & through -------
Add Take from Maintain Change Retire
Stock
----------
- - - Measure Current and Historic Total Cost of Ownership - - -
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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HARBINGER... [HARBINGER.NET LOGO]
- COMMERCIAL DUTY INFRASTRUCTURE
- 1 MILLION TRANSACTIONS/DAY
- 6,000 XML CUSTOMERS
- ??? MILLION RATIONALIZED CATALOG ITEMS
- MULTIPLE PROTOCOLS; MULTIPLE STANDARDS
- ROBUST, REDUNDANT, MULTI DATA-CENTER OPERATIONS
- REVENUE FORECAST FY 2000--$190M
- $150 M IN DATA TRANSFORMATION REVENUE
- 60% IP-BASED; TARGET 100% BY 2001
- 1,500 BUYER HUBS; 40,000 SUPPLIERS
- $40M IN B2B GROWTH INITIATIVES
- BUYER/SELLER COMMUNITIES - 30 TO DATE
- CREATION OF e-MARKETPLACES - E.G., ePURCHASE.NET,
GROCERYLINK.NET
- CATALOG DATA MANAGEMENT
- ASP DELIVERY OF B2B NETWORK SERVICES
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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MARKET OPPORTUNITY:
CUSTOMERS NEED A MORE COMPLETE SOLUTION
... COMBINE ASSET & INFRASTRUCTURE MANAGEMENT
... WITH e-PROCUREMENT (GET.RESOURCES!)
... ADD e-COMMERCE INFRASTRUCTURE TO INTEGRATE ALL TRANSACTIONS ELECTRONICALLY
... PLUS, OPEN ACCESS TO MULTIPLE BUYER/SUPPLIER e-MARKETPLACES
... AND YOU GET END-TO-END INTEGRATED e-BUSINESS SOLUTIONS THAT WORK!
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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THE DIFFICULTY IN 1999
[GRAPHIC]
Buyer Supplier
Buyer Supplier
Buyer Supplier
Buyer Shipper
Buyer Payment
Authority
[each word or phrase on the left and right appears
inside an oval. Ovals on the left are connected
to multiple ovals on the right and vice versa]
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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THE RESPONSE IN 1999
[GRAPHIC]
Buyer Supplier
Buyer Supplier
e-Marketplace
Buyer Supplier
Buyer Shipper
Buyer Payment
Authority
[each word or phrase on the left and right appears
in an oval. The word "e-Market Place" appears on a
six sided shape. The words in the left are all
connected by arrows to "e-Market Place," as are
all the words and phrases on the right]
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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SEPARATING MYTH FROM HYPE
- e-COMMERCE IS MORE COMPLEX THAN SOME SAY
- ONE e-MARKETPLACE IS INADEQUATE
- EDI IS TOO COMPLEX, TOO OLD
- XML IS NOT A ROBUST, MATURE STANDARD
- SUPPLIERS ARE NOT ENGAGING
- MARKETPLACE TECHNOLOGIES ARE EVOLVING
- CATALOG RATIONALIZATION IS BEING PERFORMED AND WORKING
- e-MARKETPLACES ARE LINKING BUYERS AND SUPPLIERS
- REAL-TIME, END-TO-END e-BUSINESS TRANSACTIONS ARE HERE
- e-PROCUREMENT IS MOVING SLOWLY
- ARIBA HAS 79 CUSTOMERS AFTER 3-1/2 YEARS
- COMMERCE ONE IS PROCESSING 10,000s OF TRANSACTIONS
- CATALOG RATIONALIZATION TAKES TIME, EFFORT
- e-PROCUREMENT DOES NOT MEET BROAD REQUIREMENTS
- SELECTION BASED ON PRICE NOT TOTAL-COST
- NO ASSET MANAGEMENT INTEGRATION
- LIMITED ACCESS OUTSIDE THEIR NETWORK
- LITTLE INTEGRATION WITH EXISTING e-COMMERCE PLATFORMS
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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B2B COMPONENTS
Peregrine Systems &
Harbinger create
an end-to-end
B2B solution
[GRAPH]
Trading Exchanges
- Aggregation
- Integration
- Transaction Mgt.
- Additional Services
Buy-Side Sell-Side
Get Rsources! Harbinger
- Intuitive Interface - Publish Catalog Data
- Standards Selection - Normalize Data
- Approval Process - Receive Orders
- Purchase/Lease/take from stock - Shipping Notices
- Receiving/Installation - Invoices
[Each of "Trading Exchanges," "Buy Side Get.Resources!" and
"Sell-Side Harbinger" appears in a shaded column.
Each Column is connected to the other two by
arrows creating a triangle.]
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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BUT CUSTOMERS REQUIRE
ACCESS TO "n" e-MARKETPLACES
[GRAPH]
Firewall/Supplier 1
Firewall/Trading Exchange 1/Firewall
Firewall/Supplier 2
Buyer/Firewall Firewall/Trading Exchange 2/Firewall
Firewall/Supplier 3
Firewall/Trading Exchange 3/Firewall
Firewall/Supplier 4
Creating a much
more complex
set of B2B
requirements
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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AND CUSTOMERS NEED
BACKWARD B2B COMPATIBILITY
- GLOBAL 2000 ENTERPRISES ADD NEW TECHNOLOGIES INCREMENTALLY
- NEED TO LEVERAGE EXISTING INVESTMENTS
- INTEGRATE WITH EXISTING BUSINESS PROCESSES
- CUSTOMERS NEED HELP SHIFTING TO NEW TECHNOLOGIES WHEN THE NEW
TECHNOLOGIES ARE INDUSTRIAL STRENGTH
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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e-BUSINESS:
MORE THAN JUST e-PROCUREMENT
INFRASTRUCTURE LIFECYCLE MANAGEMENT
WITH EMPLOYEE SELF SERVICE
[GRAPH]
Get. Get. Get. Get. Get.
Resource! Service! Revenues! Help! Assets!
ACQUIRE INSTALL MOVE/CHANGE MAINTAIN RETIRE
- - - - Get.Answers! - - - -
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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EXPANDING IM AND ESS FOR B2B
[GRAPH]
[Graphic appearing on previous slide now
points to a column on the left containing
the following words from top to bottom:
"Trading Exchanges," "e-Marketplaces,"
"Suppliers," and "Harbinger."]
e-Commerce Infrastucture
and open access
e-Marketplaces
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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CONVERGING STRATEGIES:
MEET EXPANDING CUSTOMER REQUIREMENTS
[GRAPH]
Peregrine 1997 Harbinger
Asset Management EDI Van
IT Infrastructure e-Catalog
Management EDI/IP
Total Infrasture 1998 ASP, XML,
Management HL Abs
harbinger.net
Employee Self Service 1999 Portals, Exchanges
& Marketplace, BCI
e-Procurement - - 2000 - -
Intra-enterprise Inter-enterprise
e-Infrasture for e-Business
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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PEREGRINE SYSTEMS & HARBINGER
MERGER ENABLES A BETTER SOLUTION
- COMPLETE e-BUSINESS SOLUTIONS WON'T BE ACHIEVED THROUGH TECHNOLOGY
PARTNERSHIPS ALONE.
- NUMEROUS COMPETING XML STANDARDS
- RAPIDLY EVOLVING:
- MARKETPLACE TECHNOLOGY
- SUPPLIER CONNECTIVITY
- CATALOG STANDARDS
- NUMEROUS PLAYERS; CONSOLIDATION INEVITABLE
- COMPLETE PACKAGE OF SOFTWARE, SERVICES AND CONTENT DEVELOPMENT REDUCES
CUSTOMER'S RISK, SPEEDS IMPLEMENTATION
- REALITY REQUIRES LEVERAGING EXISTING e-COMMERCE INVESTMENTS
- CUSTOMERS REQUESTING SIGNIFICANT HELP WITH MIGRATION TO NEW
TECHNOLOGIES
- TRAINING IS A HUGE REQUIREMENT
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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PEREGRINE SYSTEMS & HARBINGER
TOGETHER . . .
WE MANAGE THE CLICKS AND THE BRICKS
. . . THAT MAKE e-BUSINESS WORK
- We manage the lifecycle of every resource an enterprise uses
to achieve its business mission
- We enable employee self service to improve productivity
internal and external to the enterprise
- We manage the e-Infrastructure of e-Business
- We enable enterprises, suppliers and customers to create
collaborative e-Business
[Graph of Spinning Globe]
[HARBINGER LOGO] COMPANY CONFIDENTIAL. NOT FOR EXTERNAL
DISTRIBUTION IN ANY FORM. [PEREGRINE LOGO]
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[Harbinger LOGO]
PEREGRINE
S Y S T E M S
QUESTIONS & ANSWERS
[Peregrine LOGO]
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* * * * * * * * * *
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 website of the U.S. Securities and Exchange
Commission (the "SEC") 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 SEC 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 the SEC. You may read and
copy any reports, statements or other information filed by Peregrine
<PAGE>
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;
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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 Corporation, 1277 Lenox Park
Boulevard, Atlanta, GA 30319, Attention: InvestorRelations, telephone:
(404) 467-3000.
