1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 1997 HARBINGER CORPORATION (Exact name of registrant as specified in its charter) GEORGIA 0-26298 58-1817306 (State or other jurisdiction (Commission File Number) (IRS Employer Identification of incorporation) Number) 1055 LENOX PARK BOULEVARD ATLANTA, GEORGIA 30319 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404) 467-3000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- 2 Item 5. Other Events Harbinger Corporation, a Georgia corporation ("Harbinger") and Premenos Technology Corp., a Delaware corporation ("Premenos"), entered into a merger agreement, dated October 23, 1997 (the "Merger Agreement"), pursuant to which Olympic Subsidiary Corporation, a Delaware corporation and a wholly-owned subsidiary of Harbinger, will merge with and into Premenos (the "Merger"). Premenos has agreed under the Merger Agreement to cause holders of options to acquire Premenos common stock (the "Old Options") representing at least 95% of the shares of Premenos common stock issuable pursuant to Old Options to execute and deliver to Harbinger prior to the closing of the Merger an option notice, assumption and substitution agreement. Attached hereto as Exhibits 99.1, 99.2 and 99.3 are the Option Notice, Assumption and Substitution Agreement, the Cover Memorandum to Premenos Option Holders and the Question and Answer Document that have been delivered to each current holder of Old Options to effectuate the assumption and substitution contemplated by the Merger Agreement. Item 7. Financial Statements and exhibits. (c) Exhibits: Exhibit No. 99.1 Option Notice, Assumption and Substitution Agreement 99.2 Cover Memorandum to Premenos Option Holders 99.3 Question and Answer Document -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 thereunto duly authorized. Date: December 8, 1997 HARBINGER CORPORATION By:/s/Joel G. Katz ------------------------------------- Joel G. Katz Chief Financial Officer and Secretary -3- 4 EXHIBIT INDEX 99.1 Option Notice, Assumption and Substitution Agreement 99.2 Cover Memorandum to Premenos Option Holders 99.3 Question and Answer Document -4-