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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
AMENDMENT
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TO ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER: 0-26298
HARBINGER CORPORATION
(Exact Name of Registrant Specified in Its Charter)
GEORGIA 58-1817306
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1277 LENOX PARK BOULEVARD 30319
ATLANTA, GEORGIA (Zip Code)
(Address of Principal Executive Office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 467-3000
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Securities registered pursuant to Section 12(b) of the Act:
None
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Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Exchange on Which Registered
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Common Stock, par value $.0001 per share The Nasdaq National Market
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the average of the closing bid and ask quotations for
the Common Stock on March 8, 2000 as reported by The Nasdaq Stock Market, was
approximately $977,432,495. The shares of Common Stock held by each officer and
director and by each person known to the Registrant who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of March 8, 2000, Registrant had
outstanding approximately 39,594,515 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held April 25, 2000 is incorporated by reference in Part III
of this Form 10-K to the extent stated herein.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
This Amendment to Form 10-K is submitted for the purpose of filing certain
exhibits noted below.
EXHIBIT NUMBER DESCRIPTION
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10.1 Employment Agreement between the Company and Mr. James M. Travers
effective as of January 19, 2000.
10.9 Amended and Restated 1993 Stock Option Plan for Nonemployee
Directors.
10.10 Harbinger Corporation 1996 Stock Option Plan.
10.11 Amended and Restated Harbinger Corporation Employee Stock
Purchase Plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 31st day of
March, 1999.
HARBINGER CORPORATION
By: /s/ James M. Travers
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James M. Travers
President and Chief Executive
Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ James M. Travers Chief Executive Officer; March 31, 2000
-------------------------- President; Director
James M. Travers
/s/ David T. Leach Vice Chairman; Director March 31, 2000
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David T. Leach
/s/ James K. McCormick Chief Financial Officer; March 31, 2000
------------------------ (Principal Financial Officer;
James K. McCormick Principal Accounting Officer)
/s/ William D. Savoy Director March 31, 2000
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William D. Savoy
Director March __, 2000
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William B. King
/s/ Stuart L. Bell Director March 31, 2000
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Stuart L. Bell
/s/ Benn R. Konsynski Director March 31, 2000
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Benn R. Konsynski
/s/ Ad Nederlof Director March 31, 2000
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Ad Nederlof
Director March __, 2000
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Klaus Neugebauer
/s/ David Hildes Director March 31, 2000
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David Hildes
/s/ John Lowenberg Director March 31, 2000
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John Lowenberg