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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K/A
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report October 29, 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)
This Form 8-K/A amends Registrant's previously filed Form 8-K dated August
22, 1997, which was filed on or about September 2, 1997.
This document includes the financial statements and pro forma financial
information which had been omitted from the previously filed document as
permitted by Item 7(a)(4) of Form 8-K.
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Page 1 of 33
Exhibit Index on Page 4
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The following financial
statements for Acquion, Inc. are attached hereto as Exhibit 99.2:
Audited:
- Independent Auditors' Report
- Balance Sheet as of October 31, 1996
- Statement of Operations for the year ended October 31, 1996
- Statement of Shareholder's Deficit for the year ended October 31, 1996
- Statement of Cash Flows for the year ended October 31, 1996
- Notes to Financial Statements for the year ended October 31, 1996
Unaudited:
- Balance Sheet as of August 22, 1997
- Statements of Operations for the periods ended August 22, 1996 and
1997
- Statements of Cash Flows for the periods ended August 22, 1996 and
1997
(b) Pro Forma Financial Information. Attached hereto as Exhibit 99.3 is the
unaudited pro forma consolidated statement of operations for the year
ended December 31, 1996, reflecting the pro forma adjustments for all
acquisitions prior to Acquion, including the notes to the unaudited pro
forma consolidated statement of operations. Attached hereto as Exhibit
99.4 is the unaudited pro forma consolidated statements of operations
for the year ended December 31, 1996 and the nine months ended
September 30, 1997, reflecting the acquisition of Acquion, including
the notes to the unaudited pro forma consolidated statements of
operations.
(c) Exhibits.
*2.1 Stock Purchase Agreement by and among Harbinger Corporation, Fluor
Corporation and FD Engineers and Constructors, Inc., dated August 22,
1997.
*99.1 Text of Press Release of Harbinger Corporation, dated August 25,
1997.
99.2 Audited Financial Statements of Acquion, Inc. as of and for the year
ended October 31, 1996 and unaudited financial statements as of
August 22, 1997 and for the periods from November 1 through August
22, 1996 and 1997.
99.3 Unaudited pro forma consolidated statement of operations for the year
ended December 31, 1996, reflecting the pro forma adjustments for all
acquisitions prior to Acquion, Inc., including the notes to the
unaudited pro forma consolidated statement of operations.
99.4 Unaudited pro forma consolidated statements of operations for the
year ended December 31, 1996 and for the nine months ended September
30, 1997, reflecting the acquisition of Acquion, Inc., including the
notes to the unaudited pro forma consolidated statements of
operations.
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* Previously filed
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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
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JOEL G. KATZ
Chief Financial Officer
(Principal Financial Officer;
Principal Accounting Officer)
Date: October 29, 1997
Page 3 of 33
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EXHIBIT INDEX
Exhibit Page No.
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*2.1 Stock Purchase Agreement by and among
Harbinger Corporation, Fluor Corporation and
FD Engineers and Constructors, Inc., dated
August 22, 1997.
*99.1 Text of Press Release of Harbinger
Corporation, dated August 25, 1997.
99.2 Audited Financial Statements of Acquion, 5
Inc. as of and for the year ended October
31, 1996 and unaudited financial statements
as of August 22, 1997 and for the periods
from November 1 through August 22, 1996 and
1997.
99.3 Unaudited pro forma consolidated statement 21
of operations for the year ended December
31, 1996, reflecting the pro forma
adjustments for all acquisitions prior to
Acquion, including the notes to the
unaudited pro forma consolidated statement
of operations.
99.4 Unaudited pro forma consolidated statements 28
of operations for the year ended December
31, 1996 and for the nine months ended
September 30, 1997, reflecting the
acquisition of Acquion, including the notes
to the unaudited pro forma consolidated
statements of operations.
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* Previously filed
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