1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------- FORM 8-K -------------- Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 1, 1997 (Date of earliest event reported): July 1, 1997 HARBINGER CORPORATION (Exact name of Company specified in its charter) GEORGIA 0-26298 58-1817306 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) 1055 LENOX PARK BOULEVARD, ATLANTA, GEORGIA 30319 (Address of principal executive offices) (Zip Code) (404) 467-3000 (Company's telephone number, including area code) ================================================================================ Page 1 of 58 -1- 2 ITEM 5. OTHER EVENTS On January 3, 1997, Harbinger Corporation (the "Company") completed the acquisition of SupplyTech, Inc., a Michigan Corporation, and its affiliate, SupplyTech International, LLC, a Michigan limited liability company (collectively, "STI") for 2,400,000 unregistered shares of the Company's common stock in transactions accounted for using the pooling-of-interests method of accounting. On April 28, 1997, the Company filed a Current Report on Form 8-K which included the supplemental consolidated financial statements of the Company with the independent auditors reports thereon which gave effect to the restatement of the Company's historical financial statements to reflect the STI acquisition. In this Current Report on Form 8-K, the Company is providing selected financial data, quarterly financial information, management's discussion and analysis of financial condition and results of operations, and consolidated financial statements with the independent auditors reports thereon which remove the reference to supplemental from the previously filed financial statements because they have become the historical consolidated financial statements of the Company effective with the filing of the Company's March 31, 1997 Form 10-Q filed on May 13, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits -------- 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Ciulla, Smith & Dale, LLP 99.1 Selected Financial Data 99.2 Quarterly Results of Operations 99.3 Management's Discussion and Analysis of Financial Condition and Results of Operations 99.4 Consolidated Financial Statements including Financial Statement Schedule and Computation of Primary and Fully Diluted Per Share Earnings -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HARBINGER CORPORATION /s/ Joel G. Katz ----------------------------- JOEL G. KATZ Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) Date: June 30, 1997 -3- 4 EXHIBIT INDEX Exhibit No. Description Page - --------------- ------------------------------------------------ ---- 23.1 Consent of KPMG Peat Marwick LLP 56 23.2 Consent of Arthur Andersen LLP 57 23.3 Consent of Ciulla, Smith & Dale, LLP 58 99.1 Selected Financial Data 5 99.2 Quarterly Results of Operations 7 99.3 Management's Discussion and Analysis 10 of Financial Condition and Results of Operations 99.4 Consolidated Financial Statements including 19 Financial Statement Schedule and Computation of Primary and Fully Diluted Per Share Earnings -4-