1
================================================================================
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 September 2, 1997
(Date of earliest event reported): August 22, 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
incorporation or organization) Identification No.
1055 LENOX PARK BOULEVARD, ATLANTA, GEORGIA 30319
(Address of principal executive offices) (Zip Code)
(404) 467-3000
(Company's telephone number, including area code)
================================================================================
2
Item 2. Acquisition or Disposition of Assets.
Effective August 22, 1997, Harbinger Corporation, a Georgia corporation
(the "Company"), acquired from FD Engineers and Constructors, Inc., a California
corporation ("FD"), all of the outstanding capital stock of Acquion, Inc., a
California corporation ("Acquion") and a wholly owned subsidiary of FD (the
"Acquisition"). The Acquisition was consummated in accordance with the terms of
a Stock Purchase Agreement ("Stock Purchase Agreement"), dated August 22, 1997,
among the Company, FD and Fluor Corporation, a Delaware corporation ("Fluor").
The consideration paid by the Company in connection with the Acquisition
was approximately $12.0 million in cash, which amount is subject to adjustment
based on the net assets of Acquion on the Closing Date. In connection with the
Acquisition, which was accounted for under the purchase method of accounting,
the Company expects to take an $11-$14 million charge in the third quarter of
1997 for in process research and development and integration related charges.
The Company financed the Acquisition through its working capital.
The total consideration paid in the Acquisition was determined through arms
length negotiations between representatives of the Company and FD. Neither the
Company nor any of its affiliates had, nor to the knowledge of the Company, did
any director or officer or any associate of any such director or officer of the
Company have, any material relationship with FD, Acquion or Fluor prior to the
Acquisition. The tangible assets acquired in the Acquisition were used in
developing Maintenance Repair and Operations ("MRO") software catalogs and
content, and the Company intends to use such assets for substantially the same
purpose.
Acquion's strategic focus is on supply chain management and purchasing
related services utilizing electronic commerce technology. To date, Acquion has
provided innovative MRO electronic supplier catalogs that offer up to date
information. Acquion offers clients robust MRO catalog content and cataloging
expertise as evidenced by their catalog content for leading chemical,
petrochemical and industrial corporations and universities. These electronic
catalogs are among the first to be integrated into today's enterprise and legacy
computer systems. Acquion was formed in 1994 as a subsidiary of FD and is
headquartered in Greenville, South Carolina.
A complete description of the Acquisition is contained in the Stock
Purchase Agreement filed as Exhibit 2(a) and incorporated herein by reference.
3
Item 7. Financial Statements and Exhibits.
a) Financial Statements of Business Acquired: To be filed by amendment as
soon as practicable but not later than 75 days after the date of the
reported event.
b) Pro Forma Financial Information: To be filed by amendment as soon as
practicable but not later than 75 days after the date of the reported
event.
c) Exhibits:
2.1 Stock Purchase Agreement by and among Harbinger Corporation,
Fluor Corporation and FD Engineers & Constructors, Inc., dated as
of August 22, 1997. The Exhibits and Disclosure Schedules, which
are referenced in the table of contents and elsewhere in the Stock
Purchase Agreement, are hereby incorporated by reference. Such
Exhibits and Disclosure Schedules have been omitted for purposes
of this filing, but will be furnished supplementally to the
Commission upon request.
99.1 Text of Press Release of Harbinger Corporation, dated August
25, 1997.
4
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: September 2, 1997
5
EXHIBIT INDEX
Exhibit Page No.
------- --------
2.1 Stock Purchase Agreement by and among Harbinger Corporation,
Fluor Corporation and FD Engineers & Constructors, Inc.,
dated as of August 22, 1997. The Exhibits and Disclosure
Schedules, which are referenced in the table of contents and
elsewhere in the Stock Purchase Agreement, are hereby
incorporated by reference. Such Exhibits and Disclosure
Schedules have been omitted for purposes of this filing, but
will be furnished supplementally to the Commission upon
request.
99.1 Text of Press Release of Harbinger Corporation, dated
August 25, 1997