<PAGE>   1
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                        ---------------------------------

                                    FORM 10-K

                       ----------------------------------


            FOR 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, 1998

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ____________ to ______________

                         COMMISSION FILE NUMBER: 0-26298
                              HARBINGER CORPORATION
               (Exact Name of Registrant Specified in Its Charter)

<TABLE>
<S>                                                                                          <C>
       GEORGIA                                                                           58-1817306
(State or Other Jurisdiction of                                                       (I.R.S. Employer
Incorporation or Organization)                                                       Identification No.)


  1277 LENOX PARK BOULEVARD                                                                30319
         ATLANTA, GEORGIA                                                                (Zip Code)
(Address of Principal Executive Office)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 467-3000

                        ---------------------------------

        Securities registered pursuant to Section 12(b) of the Act: None

                        ---------------------------------

           Securities registered pursuant to Section 12(g) of the Act:

<TABLE>
<CAPTION>
          Title of Each Class                                                           Name of Exchange on Which Registered
          -------------------                                                           ------------------------------------
<S>                                                                                     <C>
Common Stock, par value $.0001 per share                                                  The Nasdaq National Market
</TABLE>

         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 17, 1999 as reported by The Nasdaq Stock Market,
was approximately $217,023,517. 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 17, 1999,
Registrant had outstanding approximately 40,371,410 shares of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1998 are incorporated by reference in Parts II
and IV of this Form 10-K to the extent stated herein. The Registrant's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
April 30, 1999 is incorporated by reference in Part III of this Form 10-K to the
extent stated herein.


<PAGE>   2


EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, CERTAIN MATTERS
DISCUSSED IN THIS ANNUAL REPORT ON FORM 10-K MAY BE CONSIDERED "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF HARBINGER CORPORATION AND MEMBERS OF ITS MANAGEMENT AS
WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING
STATEMENTS INCLUDE "OUR OPERATING RESULTS COULD FLUCTUATE, CAUSING OUR STOCK
PRICE TO FALL", "IF WE CANNOT INTEGRATE ACQUIRED COMPANIES IN OUR BUSINESS, OUR
PROFITABILITY MAY BE ADVERSELY EFFECTED", AND "WE MAY NOT BE ABLE TO COMPETE
SUCCESSFULLY AGAINST OTHER COMPANIES." THESE AND ADDITIONAL IMPORTANT FACTORS TO
BE CONSIDERED ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS REPORT, THE TERMS OF
WHICH ARE INCORPORATED BY REFERENCE HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS,
THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS.

                                     PART I


ITEM 1.  BUSINESS

         Harbinger Corporation ("Harbinger" or the "Company") is a leading
worldwide provider of business-to-business electronic commerce ("E-Commerce")
products and services and offers comprehensive, customizable standards-based
electronic commerce solutions. The Company develops, markets and supports
software products and provides communication and consulting services that help
businesses automate the cycle of transactions for the exchange of goods and
services. The Company's core competency is building and managing trading
communities for its customers who electronically communicate with each other.
The Company believes that development of trading communities requires the
assistance of an intermediary. Intermediaries help businesses identify their
trading partners, determine a common means for exchanging electronic
transactions, and over time maintain that relationship and the changes in
electronic transaction formats.

         The Company develops and supports standards-based E-Commerce software
products that enable trading communities to engage in E-Commerce with one
another. This software is designed and compatible for use with the most commonly
used computer platforms and operating systems, and provides secure and reliable
transmission of E-Commerce data between businesses. Harbinger provides
E-Commerce professional services for the implementation of its software,
including the integration of the software (and resulting E-Commerce data) with
the customer's business systems. Professional services also include E-Commerce
outsourcing services for customers that require E-Commerce operations to be
performed by a third party either on-site or remotely, on the Company's or their
network and business systems. Harbinger additionally offers E-Commerce network
communications with a complement of value-added information services to support
the transmission of E-Commerce data between businesses. Network communications
can be made using Internet Protocol ("IP"), the underpinning the Internet,
Intranets, Extranets, Web sites and e-mail, or over standard telephone lines and
non-IP protocols, such as X.400, X.25 and Bisync. The Company's E-Commerce
products and services are deployed in many combinations to suit the


<PAGE>   3



individual needs of its customers, resulting in a comprehensive E-Commerce
solution for each customer, thus maximizing the number and value of their
E-Commerce trading relationships with other businesses. As of March 31, 1999,
the Company's customers included leading U.S. and multi-national corporations
and government agencies, including the following:

<TABLE>
         <S>                                  <C>                                           <C>
         3M Companies                         Eli Lilly                                     Sears
         Abbott Labs                          Environmental Protection Agency               Shell
         Allied Signal                        Exxon                                         Southern Company
         Ameritech                            Federal Express                               Southwestern Bell
         Amoco                                Ford                                          Sports Authority
         AT&T                                 General Motors                                Sprint
         Baxter Healthcare                    Georgia Power                                 Swisscom
         Bell Atlantic                        Hewlett-Packard                               Telstra
         Bell Canada                          Honda                                         Tennessee Valley Authority
         Bellcore                             IBM                                           Texaco
         BellSouth                            Internal Revenue Service                      Texas Instruments
         Caterpillar                          John Deere                                    The Limited
         Chevron                              Johnson & Johnson                             Timberland
         Chrysler                             Johnson Controls                              Toys R Us
         Compaq Computer                      Kmart                                         TRW
         Dell Computer                        Lucent Technologies                           United Parcel Service
         Detroit Edison                       MCI                                           United Technologies
         Digital Equipment Corp.              Mobil                                         Upjohn
         Duke Power                           Northern Telecom                              US Dept, of Transportation
         DuPont                               Northrop Grumman                              US Dept. of Defense
         Dutch PTT Post                       Pacific Gas & Electric                        US Postal Service
         Eastman Chemical                     Reebok International                          Wal-Mart
</TABLE>

         In February 1999, the Company announced three strategic initiatives in
connection with an acceleration of its goal to have more customers conducting
IP-based business-to-business E-Commerce than any other company in the industry.
The first initiative is harbinger.net, which the Company believes is the world's
first IP-based transaction portal for application-to-application E-Commerce, and
includes transaction, customer care and E-Commerce content services open to all
industry professionals. The second initiative, Harbinger Labs, creates a
strategic products and services incubator for the Company and is focused on
maintaining a leadership position in the next generation of mission-critical,
business-to-business E-Commerce technologies. Finally, the Company is actively
working with its customer community to migrate them from legacy systems to IP
connectivity and the harbinger.net portal.

E-COMMERCE

         Business-to-business E-Commerce involves the automation of business
processes and transactions through the use of computers and telecommunications
to exchange and electronically process commercial information and transactions
between businesses. In the 1980s, the predominant technology for
business-to-business E-Commerce was electronic data interchange ("EDI"), which
facilitated the computer-to-computer exchange of standards-based business
documents between trading partners. The documents, typically purchase orders,
confirmations, shipping notices and invoices, were communicated between
businesses over private service networks, known as value-added networks
("VANs"), which provided security, auditability and delivery for transactions.
In the 1990s, IP has become more prominent in the business-to-business
E-Commerce market and has greatly expanded the opportunity for software
functionality, types of electronic transactions and the data communications of
such transactions between businesses. As a result, EDI is now a subset of the
more pervasive E-Commerce market, an industry that has grown to include
electronic catalogs, web storefronts, information portals, and the like.

         The advantages of E-Commerce typically include one-time data entry,
reduced clerical workload and the elimination of paper records, rapid, accurate
and secure exchange of business data, and reduced operating and inventory
carrying costs. EDI, for example, facilitates uniform communications with



<PAGE>   4


different trading partners in different industries, including customers,
suppliers, common carriers, banks or other financial institutions. EDI is a
cornerstone of E-Commerce and has historically been the source of the majority
of the Company's revenue. The Company expects IP-based revenue to increase as a
percentage of its total revenue. Nevertheless, many business-to-business
E-Commerce transactions, including those generated by new IP-based applications,
follow a common transaction flow originally established using EDI.

         Transaction Flow. In a typical E-Commerce transaction, a trading
partner (the "sending partner") first creates with its computer, either manually
or electronically, the business data used for the completion of a particular set
of transactions (EDI standards would refer to these as a transaction set).
Transaction sets include requests for quotes, purchase orders, invoices,
shipping notices, and other related documents and messages. Second, a
translation software program on the sending partner's computer converts the
document or transaction set into an acceptable data format. The most frequently
used data formats remain those associated with EDI, ANSI X12 in the United
States and UN/EDIFACT in the rest of the world. Third, this information is
electronically transmitted through telecommunications links from the sending
partner's computer to the central server of the trusted third party that serves
as the intermediary for many trading partners. Telecommunications could be
point-to-point between trading partners, but the predominant model remains
through intermediaries for reasons of security, auditing and ease of delivery.
Intermediaries receive documents for subsequent delivery to the intended trading
partner (the "receiving partner").

         Trading Communities. Groups of companies that regularly trade with each
other generate significant repetitive business transactions. These existing
trading communities are prospects for implementation of E-Commerce. The early
market expansion of EDI has been possible through the establishment of
repetitive transactions using ANSI X12 and UN/EDIFACT formats. Additionally,
there are now subsets of these standards used in specific industries such as
automotive, banking, chemical, financial, grocery, healthcare, petroleum, retail
and utilities. The adoption of these standard formats as an accepted means of
transmitting business documents and data has occurred, in part, because many
trade organizations or groups and many large companies within a trading
community increasingly recommend or require their member organizations or
trading partners to adopt such formats as the primary method of communicating
business documents. Current E-Commerce transactions include these standard and
subset formats. The market is also seeing new, standard formats such as
extensible markup language ("XML") and open buying over the internet ("OBI"),
which like EDI in the 1980s must first achieve market acceptance.

         Hubs and Spokes. Large companies within a trading community often are
described as "hubs" and their trading partners as "spokes." A hub company and
its trading partners communicate through electronic networks. These can be
Internet or Extranet, third party networks and, for a few larger businesses,
private networks owned and operated by the hub company. Hub companies often
initially justify E-Commerce programs with direct cost savings from reduced
administrative handling costs and elimination of data entry errors in the
documents that they send and receive from trading partners. Advanced E-Commerce
implementations by a hub company may be more strategic in nature, being utilized
as enabling technologies for business processes such as supply chain management
and just-in-time manufacturing, and efficient consumer response and vendor
managed inventory in retailing. For these reasons, a hub company often adopts as
a stated business objective that all of its trading partners use E-Commerce as
the principal means of communicating business documents. Spoke companies, in
turn, often expand the trading community by also requesting or requiring their
other trading partners to communicate through E-Commerce. This expansion results
in the establishment of distinct trading communities comprising potential
software customers and network subscribers for E-Commerce services.

         According to Forrester Research, business-to-business Internet
E-Commerce transactions will grow more than 30-fold over the next five years,
reaching $1.3 trillion by 2003 in the United States. Furthermore, management
estimates that of the 3 million U.S. companies with five or more employees,
approximately 150,000-170,000 have elected to date to make use of E-Commerce.
Although many of these businesses are members of existing trading communities,
the Company believes that the majority of the members of these trading
communities use E-Commerce solutions to communicate with only a small


<PAGE>   5


percentage of their trading partners. Acceptance of E-Commerce and expansion
within trading communities will depend on various factors, such as the extent of
automation in the industry, the degree to which hub companies require electronic
trading from their trading partners, the level of computer sophistication of
businesses in the trading community, the frequency of transactions among trading
partners in the community and the economic benefits derived from the trading
community by implementing electronic trading, which historically have accrued
principally to the larger members of the community. To date, E-Commerce, and in
particular EDI, has achieved only limited penetration in small companies because
current E-Commerce solutions have not provided significant added value to
justify the associated cost.

THE INTERNET AND INTERNET PROTOCOL

         The Internet is a collection of interconnected public and private
networks that allows any computer on the network to communicate with any other
computer on the network through IP. IP is the common denominator for the
Internet as well as for corporate Intranets, Extranets, Web sites and e-mail.
Although the Internet affords a lower cost, more robust and widely available
medium for E-Commerce telecommunications, there are significant actual and
perceived concerns relating to the use of the Internet for commercial
transactions. These concerns include the absence of security, inability to
confirm message integrity, vulnerability of messages to interception and
fabrication, lack of user support, service or centralized "help desk" support,
and difficulties in obtaining reliable assurance of receipt of messages sent or
the authenticity of messages received. These difficulties inherent in the
Internet are magnified if the Internet is used to execute commercial,
mission-critical transactions.

         To solve the current problems with using the Internet and other IP
networks for conducting business-to-business electronic transactions and
communications, the Company offers a series of products and services. Harbinger
Express is an E-Commerce Extranet product using a Web browser and industry
standard security, secure sockets layer ("SSL"), for the secure transmission of
transactions. Harbinger Templar is an E-Commerce e-mail product using patented
and industry standard encryption technologies for the transmission of
transactions. The Company also offers harbinger.net, an E-Commerce Portal,
providing IP and non-IP telecommunications and value-added information services
between trading partners, as well as an E-Commerce information service
accessible to all businesses.

THE HARBINGER SOLUTION

         The Harbinger solution to address E-Commerce is based on the following
six components that are designed to build and maintain trading partner
relationships and generate recurring revenue. The Company believes these
components differentiate it from competitors in the market.

-             Network. The Company offers harbinger.net, an E-Commerce portal,
              providing IP and non-IP telecommunications and value-added
              information services between trading partners, as well as an
              E-Commerce information service accessible to all businesses. The
              portal hosts E-Commerce services and traffic for customers and
              others who visit the site. Trading services include on-line
              customer care, subscription-based vertical market trading
              communities, electronic storefronts, an EC resource center, a
              commerce directory, and various interconnections to numerous
              private networks and VANs.

-             Software. The Company offers a fully-scalable range of E-Commerce
              software solutions for trading communities, including IP and
              non-IP communications software, EDI translation and mapping
              software, content and data management software, and Web site
              creation and management software.

-             Professional Services. The Company offers a full complement of
              E-Commerce professional services for the implementation and
              integration of its software. Professional services also include
              complete outsourcing programs for the on-site or remote management
              of a customer's E-Commerce operations and systems. The Company
              also provides Internet applications development for hubs seeking a
              customized E-Commerce solution.



<PAGE>   6


-             Mass Deployment Services. The Company provides mass deployment
              services to trading community leaders to permit them to plan,
              manage and deploy E-Commerce solutions to their trading partners
              through the use of trading partner conferences and direct
              marketing services.

-             Trading Relationship Management Services. The Company provides a
              range of trading relationship management services, including
              installation assistance, trading partner certification and rules,
              and services such as customization, training and consulting to
              facilitate the customer experience.

-             Vertical Market Expertise. The Company has developed vertical
              market expertise in selected industries such as aerospace,
              automotive, electronics, financial services, food and beverage,
              government, healthcare, heavy manufacturing, petroleum/chemicals,
              retail and utilities.


STRATEGY

         The Company's objective is to be a leading worldwide provider of
IP-based, business-to-business E-Commerce solutions to businesses of all sizes.
To accomplish this objective, the Company offers a full spectrum of products and
services, which enable customers to transact business over IP networks. The
Company's focus is on building and managing the trading partner communities and
relationships for its customers on a worldwide basis. The Company strives to
generate recurring revenue by extending the solution it offers to its current
customers while adding new customers, thus increasing market awareness and
acceptance for the Company and revenue-related traffic to harbinger.net.

         Provide a Comprehensive Range of Integrated Products and Services. The
products and services offered by the Company include IP-enabled, E-Commerce
software for use on the full range of commonly used computers and operating
systems, along with industry-standard applications (e.g., Web browsers) where
required. Harbinger designs its products and services to include significant
ease-of-use features while providing a high degree of maintainability and
supportability across the customer and product lifecycles. The software supports
standard formats and transactions for E-Commerce, including EDI, and is designed
to be adaptable to newly emerging formats such as XML and OBI. While certain
software is designed for installation by the customer, more sophisticated
E-Commerce applications often require implementation assistance provided by
Harbinger's professional services group. Such instances typically include
specific customer requirements for data mapping and translation, as well as
integration of the resulting data with the customer's business systems,
including popular enterprise resource planning ("ERP") systems. Finally, the
software is compatible with the Company's E-Commerce portal, harbinger.net, and
seeks to drive recurring revenue through E-Commerce transaction volume.

         Focus on Building and Managing Trading Communities. Harbinger seeks to
establish new and larger trading communities by (i) developing marketing and
technical competence within specific industries by understanding the needs of
major trade organizations or hub companies in the industry, and the trading
customs and practices of their trading partners, (ii) working closely with
trading partners to define software and information processing requirements,
(iii) developing trading community solutions that meet the needs of trading
partners in these markets, and (iv) providing a wide array of value-added,
high-quality services to facilitate the adoption and implementation of
E-Commerce solutions across these industries.

         Penetrate International Markets. The Company intends to aggressively
pursue international E-Commerce opportunities in Europe, the Middle East and
Africa. The Company has a direct presence in the United Kingdom, Germany,
France, Italy and The Netherlands. Indirect channels through distributors in
countries where Harbinger does not have a direct presence complement the
Company's direct sales, marketing and support for this region. The Company
maintains a direct presence in Mexico, and through a network of resellers, the
Company sells into other worldwide markets, pursuing indirect channels of
distribution and support for its products and services in the region.


<PAGE>   7


         Achieve and Maintain Operational Excellence. Harbinger's
value-proposition is based on a business model of operational excellence. This
business model enables the Company to pursue sustainable competitive advantage
in its ability to deliver products and services to its customers at the lowest
possible cost, with the highest degree of quality and efficiency, backed by
expert customer care.

         Pursue Strategic Acquisitions and Alliances. The Company intends to
enter new vertical markets, penetrate additional geographic markets and expand
its E-Commerce product and service offerings. The Company will continue to seek
to acquire complementary technologies and businesses opportunistically, when
appropriate and supportable. The Company has in the past completed acquisitions
to address other E-Commerce opportunities on the Internet, enter new vertical
markets, acquire complementary technologies and further penetrate international
markets. The Company also actively seeks strategic alliances with leading
professional services companies, software application developers and computer
system suppliers to resell, distribute and co-market the Company's E-Commerce
software products and services.


PRODUCTS AND SERVICES

         The Company offers a comprehensive range of E-Commerce products and
services for entire trading communities. The Company's offerings are divided
into three categories: E-Commerce software, telecommunications and services. The
following chart summarizes these categories and provides the functions and
computer operating systems (where applicable) for the offerings.


<TABLE>
<CAPTION>
                    NAME                                                         DESCRIPTION
-------------------------------------------   --------------------------------------------------------------------------------
<S>                                           <C>

E-COMMERCE NETWORK SERVICES
      harbinger.net                           E-Commerce Portal for IP and non-IP transactions,  IP connectivity and hosting,
                                              and access to E-Commerce industry content and information


      Harbinger INP                           Software and Web hosting service permitting rapid development of an
                                              E-Commerce Web site with capabilities for promoting and selling products and
                                              services via the Internet
</TABLE>



<TABLE>
<CAPTION>
                                                                                                            COMPUTER
                                                                                                            OPERATING
                    NAME                                           FUNCTION                                  SYSTEMS
 -----------------------------------------    ----------------------------------------------------    -------------------------
 <S>                                          <C>                                                     <C>
 E-COMMERCE SOFTWARE

      Harbinger Knowbility                    Software and services to manage electronic              Windows NT
                                              catalog content and enterprise data

      Harbinger Express                       Software allowing users to send and receive             Windows 95, Windows
                                              Windows 95, Windows 98, E-Commerce                      98, Windows NT
                                              transactions using only a Web browser
                                              Windows NT or an optional thick client
                                              desktop application


      Harbinger Templar                       Data encryption and communications software             Windows 95, Windows 98,
                                              for transmitting E-Commerce documents over              Windows NT, UNIX
                                              the IP networks

      Harbinger IVAS                          Advanced IP gateway technology for managing             Windows NT, UNIX
                                              and operating an IP service network
</TABLE>


<PAGE>   8


<TABLE>
<CAPTION>
                                                                                                            COMPUTER
                                                                                                            OPERATING
                    NAME                                           FUNCTION                                  SYSTEMS
 -----------------------------------------    ----------------------------------------------------    -------------------------
 <S>                                          <C>                                                     <C>
      Harbinger TrustedLink                   E-Commerce and EDI translation, mapping,                Windows 95, Windows 98,
                                              communications and document management                  Windows NT, UNIX, AS/400,
                                                                                                      MVS

      Harbinger Prime Factors                 Encryption for multiple platforms and
                                              applications, including ANSI X12.58 and
                                              X12.42 standards, generalized file security,
                                              ANSI X9.9 and ATM sharing credit and debit
                                              networks
</TABLE>



<TABLE>
<CAPTION>
                    NAME                                                         DESCRIPTION
-------------------------------------------   --------------------------------------------------------------------------------
 <S>                                          <C>
 E-COMMERCE SERVICES
      Trading Partner                         Complete marketing programs to build and manage trading partner communities
      Implementation Program                  including information seminars, support materials, telemarketing, creation and 
                                              distribution of standard formats.

      Trading Partner Certification           Installation, testing and confirmation of E-Commerce software and communications
                                              with trading partners.

      Professional Services                   Application integration, project management, installation services,
                                              onsite education and training for Harbinger E-Commerce software products.

      Outsourcing                             Onsite or remote operation, administration and support of customer E-Commerce
                                              systems and resources.

      Customer Support                        Telephone hotline, support documentation, network transmission support,
                                              electronic software updates.
</TABLE>


         E-COMMERCE NETWORK SERVICES

                  harbinger.net. harbinger(R)net is an IP-based portal for
         application-to-application E-Commerce. harbinger.net will serve as a
         clearinghouse for E-Commerce information and as a gateway for
         E-Commerce transactions, noting that these transactions will
         increasingly flow through real-time, universal and persistently
         connected networks. Harbinger believes that its network is one of the
         largest business-to-business E-Commerce networks in the United States
         as measured by the number of billable subscribers. To manage and
         facilitate these types of connections, harbinger.net provides a set of
         features and functions that cover a broad range of services. The
         harbinger.net portal supports real-time transactions, open network and
         application interfaces, self-serve customer care facilities and
         E-Commerce content for industry professionals. harbinger.net is a
         single-address portal that provides a means for E-Commerce
         professionals to obtain information, find links to relevant
         destinations, and conduct Web catalog transactions. harbinger.net also
         serves as an access point for application to application transactions.
         The features, services and capabilities of harbinger.net fall into
         three general categories: Transaction Services; Customer Services, and
         Content Services.

                  Portal Transaction Services

                  -        Transport Services - harbinger.net provides several
                           mechanisms enabling businesses, trading communities,
                           ISPs, system integrators, hosting services and others
                           to transmit and receive E-Commerce transactions.
                  -        Connectivity - harbinger.net provides connectivity,
                           data communications protocols and transport
                           applications to move transactions through the portal
                           and on to their destination. The primary protocol
                           suite is oriented around IP technologies, including
                           HTTP, SMTP, and FTP. Although


<PAGE>   9


                           many services of harbinger.net require IP
                           technologies, other protocols and transports are
                           available, including: Async, Bisync, SNA, X.400 and
                           OFTP.
                  -        Mailboxing Services - for trading partners who are
                           not immediately accessible (i.e., do not have
                           persistent connection to the network or the
                           connection is down). Unconnected trading partners can
                           access their mailboxes at a later time to pickup
                           their transactions.
                  -        Interconnections - interconnections to other networks
                           to ensure that transactions are able to flow through
                           the portal and reach their final destination, such as
                           public VANs (Harbinger, Sterling, GEIS, IBM, etc.),
                           Private VANs, and X.400 Networks.
                  -        Security - several security and encryption mechanisms
                           are supported for harbinger.net transactions,
                           including SSL and S/MIME.
                  -        Web E-Commerce (Harbinger Express) - harbinger.net
                           provides a Web transaction portal supporting all
                           levels of browser-side applications.
                  -        Translation and Mapping Service - This service allows
                           businesses to send transactions through the portal in
                           any format and rely on harbinger.net to ensure that
                           the transactions are transformed into the appropriate
                           data format required by trading partners.
                  -        Archiving and Restoral - a standard feature of
                           harbinger.net is the storage and archiving of
                           transactions.
                  -        Value-Added Processing - transactions traversing
                           harbinger.net can be momentarily diverted for
                           value-added processing. Some examples of value-added
                           processing are: translation from one E-Commerce
                           standard to another; reformatting; standards
                           compliance checking; event triggers based on various
                           criteria; carbon copy to duplicate and forward
                           transactions to additional mailboxes; and redirection
                           of transactions.
                  -        Catalog Content Management - harbinger.net will
                           enable the aggregation and rationalization of catalog
                           content for business-to-business E-Commerce. Tools
                           and services will be provided to allow businesses to
                           submit, review and modify catalog content and then
                           control the release of that content to the in-house
                           catalogs of the user's customers. These services are
                           facilitated via harbinger.net through the use of
                           browser utilities and FTP technologies.
                  -        Marketplaces and Storefronts - businesses may provide
                           and host their product catalog content for a
                           storefront or general marketplace using
                           harbinger.net.
                  -        Communities of Interest ("COINs") - harbinger.net
                           hosts and serves as an intermediary for E-Commerce
                           COINs. It also serves as a navigation portal (link)
                           for COINs that have E-Commerce functionality.

                  Portal Customer Services

                  -        Internet Customer Support System - browser
                           submission, review and modification of trouble
                           tickets, and a direct link into the harbinger.net
                           call support system.
                  -        Network Inspector - harbinger.net's document tracking
                           system which includes a flexible, powerful browser
                           interface to enable tracing of every transaction or
                           document, with exact times and checkpoints for each
                           stage of processing and transport.
                  -        Harbinger.net also provides the following customer
                           services: Customer Alarm/Alert Notification,
                           Transaction Recovery, Restoral, Retransmission, Error
                           Viewing and Correction, Billing Review, Registration,
                           and Electronic Software Distribution.

                  Portal Content Services

                  -        E-Commerce Content - harbinger.net also serves as a
                           portal for information and resources associated with
                           E-Commerce. E-Commerce at harbinger.net includes:
                           E-Commerce standards (ANSI X,12, UN/EDIFACT, XML,
                           OBI, eCo, ANX, EDI-INT, e.g.), news and events
                           associated with e-business, links to associations,
                           organizations, standards bodies, consortiums,
                           vendors, system integrators, consultants, forums and
                           discussion groups, case studies, and an E-Commerce
                           glossary.
                  -        Commerce Directory Services - the commerce directory
                           component of harbinger.net is an open directory of
                           businesses trading electronically.


<PAGE>   10


                  -        my.harbinger - E-Commerce managers and specialists
                           can personalize their access and use of harbinger.net
                           to ensure that the content and transactions that are
                           most relevant to their business needs are immediately
                           available to them.
                  -        Trading Rules Repository - harbinger.net serves as a
                           leading repository of trading rules associated with
                           individual businesses and E-Commerce data standards,
                           including emerging data standards such as XML.

         Harbinger INP. Harbinger INP allows a user to establish an instant
presence on the Internet through the creation of a web site for the business
user. Users create their web site by entering information in an interview
format. The user can then preview their site using the embedded Microsoft
Internet Explorer software and publish the site on the harbinger.net web hosting
service. Harbinger INP includes an electronic catalog and purchase order system
for conducting commerce over the Internet.

E-COMMERCE SOFTWARE

         Harbinger Knowbility. Harbinger Knowbility is an MRO procurement
catalog content management service offering that aggregates supplier data
specific to a purchaser company so that only appropriate suppliers are presented
to the company. This technology is also used to rationalize an enterprise
company's material master information for their ERP systems. Electronic catalog
technology has been applied in both supply chain management initiatives for
production goods and services, and maintenance, repair and operating supplies
for non-production goods and services. Harbinger provides its solution in the
form of an easy-to-use, web-based application that allows users to search and
source data from electronic vendor catalogs and from their own internal
inventory.

         Harbinger Express. Harbinger Express enables the large hub companies to
trade easily with small spoke trading partners who have been reluctant to
implement full-scale EDI. Harbinger Express is typically marketed to larger
companies who seek the benefits of traditional EDI, but often have hundreds or
thousands of smaller trading partners who are unable or unwilling to invest in
the infrastructure required to support EDI. Harbinger Express allows small and
mid-size businesses to perform E-Commerce using a Web browser or optionally a
Windows client application. Harbinger Express is available as a service hosted
by Harbinger on harbinger.net, or as a software license. When purchased as a
software license, the Harbinger Express server software resides on a server at
the hub location and the Windows client software is installed at a spoke trading
partner. For less complex business requirements, the spoke trading partner can
use a Web browser. Custom forms are created analogous to the forms promulgated
by the various EDI standards bodies to meet the needs of the hub when trading
with the spokes in its trading community. Harbinger Express translates EDI
documents into a hypertext markup language ("HTML") form that can be accessed by
the trading partner via the Internet. Harbinger Express users can also initiate
EDI documents simply by filling out a browser-based HTML form at the Harbinger
Express Web site. For more complex business requirements, the spoke trading
partner can use the Windows client application, which supports offline document
processing and application integration.

         Harbinger Templar. Harbinger Templar is an open, standards-based
solution for enabling secure transmission of digitally designed electronic
documents, including EDI documents, over the Internet and other IP networks.
Harbinger Templar supplies security for message transmissions by utilizing
public key cryptography techniques licensed from RSA Data Security, Inc. and by
implementing security and confidentiality features at the software application
level. Templar generates a digital signature for each outbound message that
verifies the identity of the sender and automatically detects any alteration of
the message upon receipt. Templar automatically tracks message traffic and
message integrity and authenticity and provides user-configurable management
reports. Templar also maintains transmission records for audit trails. The
Company also markets an exportable version of Templar in order to allow export
of Templar in compliance with current U.S. export control laws and regulations
applicable to encryption technology. Harbinger Templar is available for both
UNIX and Windows systems and integrates with the Company's EDI translators.

         Harbinger Internet Value-Added Server ("IVAS"). Harbinger IVAS enables
a network services provider to offer a robust, reliable, manageable and
sophisticated EC/EDI service network. Harbinger


<PAGE>   11


IVAS consists of modules that allow subscribers to conduct electronic business
with their trading partners. Harbinger IVAS provides intermediation, archiving,
standards compliance monitoring and third-party services using IP. Harbinger
IVAS permits participants in a trading community to select the desired
communications transport mechanism for individual documents of a typical EDI
transaction.

         Harbinger TrustedLink. The Harbinger TrustedLink family permits fast
receipt and transmission of EDI documents and supports a comprehensive range of
EDI standards across all major computing platforms, including MVS mainframe,
OS/400, UNIX, Windows NT Server, Windows NT Workstation, Windows 98 and Windows
95. The product family facilitates the creation and control of business
documents, such as order forms and invoices, and provides data linking and
messaging functions that act as a gateway to update a trading partner's
accounting system. Additional functionality includes mapping, translation,
communication and trading partner management tools and the utilization of
standard EDI formats.

         The OS/400 version of Harbinger TrustedLink is the leading EDI software
product for the mid-range computer market, operating on the IBM AS/400 computer.
The AS/400 is the leading mid-range platform installed worldwide for use as
either the main computer for a small or mid-size business or as a departmental
or dedicated processor in a larger business.

         The Windows NT Workstation, Windows 98 and Windows 95 versions of
Harbinger TrustedLink are designed for small to mid-sized companies. The
products perform the critical tasks to create, format and electronically
transmit and receive business documents and data between trading partners. The
products convert a customer's documents and data into EDI format, translate the
document to a standard form for use with the designated trading partner,
transmit the information to harbinger.net, the Internet, or other third party
networks and convert EDI documents and data received from their trading partners
into a format that can be interpreted by the user's personal computer. Other
products for the Windows NT Workstation, Windows 98 and Windows 95 platforms
include STFORMS, which enables the user to customize the format of EDI
documents, and STBAR, which allows the entry of data via bar code scanning.
Additionally, STMAP mapping integration software allows users to download EDI
data seamlessly from an integrated application and to move data electronically
between business programs and EDI applications. Harbinger develops custom
software templates, known as forms overlays, to conform to guidelines and
parameters identified by the hubs and spokes within trading communities. For
example, Harbinger can customize its software to utilize only a specified subset
of the ANSI X.12 or EDIFACT standard that the hub companies have defined for the
trading relationship. In this way, each trading partner is assured that only the
expected data elements are sent and received. The Company distributes these
customized forms overlays to help hub companies expand the acceptance of EDI
among trading partners. Harbinger maintains an extensive library of forms
overlays.

         Harbinger Prime Factors. Harbinger Prime Factors enables banks and
other businesses to secure financial and other information transmitted over
internal and external networks. Customers include money center banks, large
corporations and government agencies interested in securing data transmitted
internally and externally. Prime Factors products include Descrypt +,
Descrypt/EDI +, Psypher/EDI +, Fdesmac +, PIN Management System and can operate
on computer platforms ranging from PCs to UNIX and AS/400, DEC and Tandem
machines to MVS mainframes.

E-COMMERCE SERVICES

         Mass Deployment, Trading Partner Implementation and Certification.
Harbinger offers mass deployment services to trade organizations or hub
companies within selected industries to establish and promote the growth of
trading communities. Initially, the Company develops marketing and technical
competence within an industry by learning the trading customs and practices of
their trading partners. The Company then defines the software and computer
system requirements for the promotion of electronic commerce in the trading
community. These definitions are used to develop standard and customized
software products to meet the needs of trading partners within their own
markets. These products are complemented by an array of services to facilitate
the adoption and implementation of EDI and other electronic commerce services
throughout that industry. Harbinger offers several programs to assist its hub


<PAGE>   12


customers in maximizing the use of EDI and electronic commerce among its trading
partners. These programs communicate the advantages of EDI and electronic
commerce to potential trading partners of a major hub, regardless of size, and
include information seminars, support materials and the trading partner
certification program. This program assists trading partners in installing,
testing and confirming EDI capabilities with hub companies using the Harbinger
networks.

         Professional Services. Harbinger technical consultants work with
trading communities to create the functional specifications to develop computer
programs necessary to integrate EDI with other software applications. This
process, known as "mapping," requires the identification of internal data file
and record formats along with the creation of functional specifications to
integrate EDI with trading partner applications. Harbinger also provides
software-programming services to trading communities to create the application
interface programs necessary to translate data into and out of EDI standards. In
addition, Harbinger offers training classes for various stages of EDI
implementation by trading partners. These classes provide instruction on the use
of the Company software products operating either alone or together with other
application software. The classes explain the basics of EDI and its integration
with other application software and provide basic information for creating
application interface programs to connect trading partners.

         Outsourcing. Harbinger provides a full complement of E-Commerce
outsourcing services to trading communities. Harbinger can provide complete
outsourcing of E-Commerce or EDI operations for the hub company of a trading
community complete with onsite personnel. The Company also offers remote
management of a customer's EDI translator where complete outsourcing is not
desired, and Internet applications development for trading hubs desiring
customized EC solutions. To ease implementation of EC by businesses reluctant to
implement full scale EDI; Harbinger also provides service bureau-type
translation and mapping of raw trading information to standard EDI formats and
distribution to trading partners.

         Customer Services. Harbinger provides extensive customer service and
support to trading partners on the use and operation of its software products
and the business processes associated with electronic commerce. The Company's
support of EDI communication standards enables its customer support personnel to
perform file transfers to analyze problems on a customer's computer system and
to transmit software or EDI standard updates to a customer where necessary.

         The Company's principal marketing strategy focuses on establishing
electronic trading communities and expanding the number of trading partners
using Harbinger software and the harbinger.net portal. The Company targets
trading communities composed of trading partners in common industries or markets
conducting recurring business transactions. To achieve this objective, the
Company has developed a sales and distribution function that includes direct and
indirect channels to promote the implementation of E-Commerce within these
trading communities through hub and spoke programs, particularly within selected
vertical markets. Within its direct selling operations, the Company utilizes a
three-tiered marketing program.

SALES AND MARKETING

         Direct. The Company has direct selling operations based in North
America, Europe and Mexico. The Company's direct sales organization seeks to
license software and sell network and professional services to businesses of all
sizes that address the needs and requirements of those businesses E-Commerce
objectives. In addition to utilizing Harbinger software and services for their
E-Commerce transactions, hub companies also seek to increase the number of
trading partners conducting E-Commerce. Harbinger's direct sales organization
executes a three-step marketing program to develop and promote the hub companies
E-Commerce initiative with their existing or prospective trading partners,
referred to as "spokes". First, the Company identifies hub companies that either
seek to formulate or expand an E-Commerce program. The Company representatives
meet with the hub company and discuss the procedure for enabling the hub company
and/or establishing E-Commerce relationships with trading partners. Second, the
Company contacts the hub company's trading partners through seminars and by
telemarketing, informing these parties of the hub company's E-Commerce
requirements and implementation procedures.


<PAGE>   13


The Company schedules and conducts half-day information seminars with potential
trading partners of a hub company highlighting the benefits of E-Commerce,
explaining the hub company's E-Commerce initiative, and demonstrating the
Company's products and services. Hub company representatives generally attend
these seminars to present their E-Commerce recommendations and requirements.
Third, Harbinger uses telemarketing, direct mail and advertising activities that
are targeted at potential trading partners of the hub company. As of March 1,
1999, the Company employed approximately 300 sales and marketing personnel. The
Company's compensation strategies are designed to reward sales personnel based
upon sales to new customers and the sale of additional products and services to
existing customers.

         Indirect. Harbinger seeks to complement its direct selling operations
through referral partners and distributors, and relies on distributors in the
South American and Asia-Pacific theaters. Through various alliance programs, the
Company has established relationships with referral partners, distributors,
application software developers, systems integrators and value-added resellers
of computer products. The Company's objective is to integrate Harbinger's
products with those of its business partners and to promote distribution of
Harbinger software along with products and services sold by its Marketing
Partners. The Company fosters relationships with software vendors that bundle or
imbed the Company's products with their own products, or which resell the
Company's products in particular trading communities. Distributors typically
sublicense the Company's software to end-user customers and pay the Company a
royalty, while co-marketers typically forward leads to the Company in exchange
for a percentage referral fee if the sale is completed. The Company has
relationships with partners such as AT&T, Ariba, Baan, Booz-Allen & Hamilton,
Checkfree, Computer Associates, Concur, Control Data Systems,
PriceWaterhouseCoopers, CyberCash, Daly & Wolcott, Data General, Deloitte &
Touche, Digital, Entrust Technologies, Ernst & Young, Hewlett-Packard, IBM,
Intentia, JBA, JD Edwards, MAPICS, Maxware, Microsoft, Netscape/AOL, Oracle,
Peachtree Software, PeopleSoft, SAP, Sprint, Sun, Sybase, Unisys and UUNET
Technologies for distribution of its products worldwide.

PRODUCT DEVELOPMENT

         The Company continues to assess the needs of trading partners in
various trading communities and to develop software programs and network
services, which facilitate electronic commerce transactions over the
harbinger.net portal, or directly over standard telephone lines. The Company's
product development efforts currently are focused on providing a full range of
electronic commerce solutions to Harbinger customers. In addition, the Company
has incorporated into its products certain software licensed to it by other
software developers, where appropriate, to reduce product development time.

         The Company is in various stages of development for other software
applications, including electronic messaging, bar code integration to facilitate
the shipping and receiving of goods, an enhanced mapping product to allow users
to customize their E-Commerce data to existing software applications,
catalog-based solutions, and foreign translations of the Company's software
products for distribution in international markets.

COMPETITION

         The E-Commerce services and computer software markets are highly
competitive. Numerous companies supply electronic commerce network services, and
several competitors target specific vertical markets such as the pharmaceutical,
agri-business, retail and transportation industries. Additional competitors
provide software designed to facilitate electronic commerce and EDI
communications. Several of the Company's most significant competitors provide
network services and related software products and services. Other competitors
provide PC-based computer programs and network services specifically targeted to
facilitate electronic banking transactions. These competitors include banks and
financial institutions that operate privately owned computer networks that link
directly to their commercial customers. The Company believes that many of its
competitors have significantly greater financial and personnel resources than
the Company.

         The market for Internet software and services is emerging and highly
competitive, ranging from small companies with limited resources to large
companies with substantially greater financial, technical


<PAGE>   14


and marketing resources than the Company. The Company believes that existing
competitors are likely to expand the range of their electronic commerce services
to include Internet access, and that new competitors, which may include
telephone companies and media companies, are likely to increasingly offer
services which utilize the Internet to provide business-to-business data
transmission services. Additionally, several competitive network service
providers allow their subscribers access to the Internet, and several major
software and telecommunications companies have Internet access services. If the
Internet becomes an accepted method of electronic commerce, the Company could
lose network customers that would reduce recurring revenue from network services
and have a material adverse effect on the Company.

         Competitors that offer products and/or services that compete with
various of the Company's products and services include, among others, IBM; AT&T;
Computer Associates International, Inc.; EDS; General Electric Information
Systems; QuickResponse Services, Inc.; Sterling Commerce, Inc., Aspect
Development, Inc., TSI International, Inc., Ariba Technologies, Inc., and a
joint venture between British Telecommunications Plc and MCI Communications
Corporation; as well as the internal programming staffs of various businesses
engaging in electronic commerce. The Company believes that the principal
competitive factors in the commercial electronic commerce industry include
responsiveness to customer needs, efficiency in the delivery of solutions, ease
of product use, quality of service, price and value. The Company believes it
competes favorably with regard to these factors.

INTELLECTUAL PROPERTY RIGHTS

         In accordance with industry practice, the Company relies primarily on a
combination of copyright, patent and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company seeks to protect its software, documentation and other
written materials principally under trade secret and copyright laws, which
afford only limited protection. The Company presently has one U.S. patent for an
electronic document interchange test facility, one U.S. patent for technology
utilized in the Company's EDI/Open product and U.S. patent applications pending
for an EDI communication system and for technology utilized in the Company's
Templar product. In addition, the Company has applied for foreign patents
relating to technology utilized in the Company's EDI/Open product and foreign
patents relating to technology utilized in the Company's Templar product. The
Company owns a number of registered and unregistered trademarks. In addition,
the Company uses the trademark EDI/400 in connection with its principal EDI
product pursuant to a license agreement with IBM that IBM may terminate on 60
days' prior written notice. The Company has not received any indication from IBM
that it intends to terminate the agreement. The Company routinely enters into
non-disclosure and confidentiality agreements with employees, vendors,
contractors, consultants and customers. Despite the Company's efforts to protect
its proprietary rights, unauthorized parties may attempt to copy aspects of the
Company's products or to obtain and use information that the Company regards as
proprietary. There can be no assurance that the Company's means of protecting
its proprietary rights will be adequate or that competitors will not
independently develop similar technology. The laws of certain foreign countries
in which the Company's products are or may be developed, manufactured, licensed
or distributed may not protect the Company's products or intellectual property
rights to the same extent as do the laws of the United States and thus make the
possibility of piracy of the Company's technology and products more likely. The
Company believes that, due to the rapid pace of innovation within the electronic
commerce, EDI and related software industries, factors such as the technological
and creative skills of its personnel are more important in establishing and
maintaining a leadership position within the industry than are the various legal
protections of its technology. The Company does not believe that any of its
products infringe the proprietary rights of third parties. There can be no
assurance, however, that third parties will not claim infringement by the
Company with respect to current or future products. From time to time, the
Company has received notices which allege, directly or indirectly, that the
Company's products or other intellectual property rights infringe the rights of
others. The Company generally has been able to address these allegations without
material cost to the Company. The Company expects that software product
developers will increasingly be subject to infringement claims as the number of
products and competitors in electronic commerce grows and the functionality of
products in different industry segments overlaps. Any such claims, with or
without merit, could be time-consuming, result in costly litigation, cause
product shipment delays or require the Company to enter into royalty or
licensing agreements. Such royalty or licensing



<PAGE>   15


agreements, if required, may not be available on terms acceptable to the Company
or at all, which could have a material adverse effect on the Company.

         In its distribution agreements and certain of its customer or other
agreements, the Company agrees to indemnify certain parties, which may include
customers of parties with which the Company has contracted, for any expenses or
liabilities resulting from claimed infringements of patents, trademarks or
copyrights or certain other intellectual property rights of third parties. In
the event of litigation to determine the validity of any third-party claims,
such litigation, whether or not determined in favor of the Company, could result
in significant expense to the Company and divert the efforts of the Company's
technical and management personnel from productive tasks. In the event of an
adverse ruling in such litigation, the Company might be required to pay money
damages, to discontinue the use and sale of infringing products, to expend
significant resources to develop non-infringing technology or obtain licenses
from third parties. There can be no assurance that licenses from third parties
would be available on reasonable commercial terms, if at all. In the event of a
successful claim against the Company and the failure of the Company to develop
or license a substitute technology, the Company's business and operations
results would be materially adversely affected.

         Third Party Technology. The Company incorporates in its products
certain software licensed to it by other software developers. These include the
public key cryptography software licensed by RSA Data Security, Inc. to Premenos
which is used in connection with Templar as well as certain database software
used in the Templar and EDI/Open products and certain graphical interface
software used in EDI products and Templar.

         Premenos licensed the public key encryption technology pursuant to a
license agreement with RSA (the "RSA License"), which was transferred to
Harbinger in connection with the acquisition of Premenos. The RSA License grants
to the Company the non-exclusive, non-transferable, non-assignable limited
license to incorporate certain functionality within RSA's public key encryption
technology into a Premenos product solely to create a Bundled Product, as
defined in the RSA License, to reproduce and sublicense the Bundled Product, and
to use or authorize end-users to use the Bundled Product in conjunction


<PAGE>   16


with a service bureau or internal network or to provide electronic
communications, messaging and similar services to third parties. A Bundled
Product is defined as a Company product which represents a significant
functional and value enhancement to the RSA technology designed to facilitate
the secure exchange of electronic information such as EDI documents over open
networks. The RSA License contains a number of restrictions regarding
sublicensing of the Bundled Product to act as a certification authority, as well
as other restrictions regarding end-user use, territory and distribution
channels. The Company is prohibited from selling the Bundled Product or any
product with comparable functionality which does not incorporate the RSA
encryption technology, except in certain circumstances, in which event the
Company is required to pay the otherwise applicable royalty fee to RSA.

         The Company also incorporates database software licensed from Sybase,
Inc. into its Templar and certain versions of its EDI/Open products, and
incorporates graphical software licensed from third parties into the EDI
products and Templar. Although the Company seeks and generally receives
assurances from third-party software vendors as to such third party's
intellectual property rights and the non-infringement by such software of other
parties' rights, Harbinger's right to use such software could be impaired by
third party claims. In addition, certain agreements pursuant to which the
Company uses such software may be terminated in accordance with their terms in
certain circumstances.

         If the Company were deprived of the right to use software incorporated
in its products for any reason, there could be serious disruption to its
business.

YEAR 2000 COMPLIANCE

         Many currently installed computer systems and software products will
not properly process date information in the time period leading up to,
including and following the year 2000. These systems and products often store
and process the year field of date information as two digit numbers, and
misinterpret dates in the year 2000 and beyond as being dates in the year 1900
or subsequent years. This "Year 2000" issue impacts Harbinger both with respect
to its customers as a developer and vendor of computer software products and
services and internally for its information technology ("IT") and non-IT
systems.

         The Company formed a Year 2000 Steering Committee in July 1998 to
formally address the Company's Year 2000 issues, which formalized the Company's
Year 2000 assessment program begun in March 1997. The Year 2000 Steering
Committee has overseen the Company's Year 2000 Readiness Assessment Program,
which includes establishing the Company's standard for Year 2000 Readiness,
designing test parameters for its products, IT and non-IT systems, overseeing
the Company's remediation program, including establishing priorities for
remediation and allocating available resources, overseeing the communication of
the status of the Company's efforts to its customers, and establishing
contingency plans in the event the Company experiences Year 2000 disruptions.

         The Company describes its products and services as "Year 2000 Ready"
when they have been successfully tested using the procedure proscribed in its
Readiness Assessment Program. This procedure defines the criteria used to design
tests that seek to determine the Year 2000 readiness of a product. Under the
Company's criteria, a software product is Year 2000 Ready if it:

1.       Correctly handles date information before, during, and after January 1,
         2000, accepting date input, providing date output and performing
         calculation on dates or portions of dates.

2.       Functions accurately and without interruption before, during and after
         January 1, 2000 without changes in operation associated with the advent
         of the new century assuming correct configuration.

3.       Where appropriate, responds to two-digit date input in a way that
         resolves the ambiguity as to century in a disclosed, defined and
         pre-determined manner.

4.       Stores and provides output of date information in ways that are
         unambiguous as to century.


<PAGE>   17


5.       Manages the leap year occurring in the year 2000, following the
         quad-centennial rule.

         As of December 31, 1998 Company management estimates that approximately
95% of its product readiness testing has been completed. While most of the
Company's products are presently Year 2000 Ready, the Company currently
estimates that all of its continuing products will be available to customers in
a Year 2000 Ready version by the end of the first quarter of 1999. Certain of
the Company's customers are currently using legacy versions of the Company's
products for which a Year 2000 Ready version will not be developed. The Company
has developed migration plans to move such customers to functionally similar
Year 2000 Ready products. The Company is also in the process of implementing a
website on the Internet that will include a general overview of the Company's
Readiness Assessment Program, including a list of products and the applicable
Year 2000 Ready version numbers of such products.

         The Company is presently engaged in a significant upgrade of
substantially all of its core IT systems, including those related to sales,
customer service, human resources, finance, accounting and other enterprise
resource planning functions, as a result of its growth in recent years. The
Company believes that the upgraded systems, which it expects to have
substantially implemented by mid-year 1999, are all Year 2000 Ready. The Company
is reviewing its remaining IT systems for Year 2000 Readiness, and expects to
modify, replace or discontinue the use of non-compliant systems before the end
of 1999. In addition, the Company is in the process of evaluating its Year 2000
readiness with respect to non-IT systems, including systems embedded in the
Company's communications and office facilities. In many cases these facilities
have been recently upgraded or are scheduled to be upgraded before year-end 1999
as a result of the Company's growth in recent years. The Company is in the
process of distributing surveys to its principal IT and non-IT systems and
services vendors soliciting information on their Year 2000 Readiness as part of
this review. The Company is also surveying its vendors' websites for additional
related information.

         The majority of the work performed for the Company's Year 2000
Readiness Assessment Program has been completed by the Company's staff.
Additionally, the Company engaged outside advisors to evaluate the Readiness
Assessment Program and to participate in certain elements of product testing.
The total costs for completing the Year 2000 Readiness Assessment Program,
including modifications to the Company's software products, is estimated to be
between $1 million and $2 million, funded through the Company's internal
operating cash flows. This cost does not include the cost for new software, or
for modifications to existing software, for the Company's core IT and non-IT
systems, as these projects were not accelerated due to the Year 2000 issue.
Approximately $100,000 to $200,000 in cost remains to be incurred to complete
the Company's Readiness Assessment Program.

         The Company believes that the purchasing patterns of customers and
potential customers may be affected by Year 2000 issues in a variety of ways.
Many companies are expending significant resources to correct or patch their
current software systems for Year 2000 compliance. These expenditures may result
in reduced funds available to purchase software products such as those offered
by the Company. Potential customers may also choose to defer purchasing Year
2000 compliant products until they believe it is absolutely necessary, thus
resulting in potentially stalled market sales within the industry. Conversely,
Year 2000 issues may cause other companies to accelerate purchases, thereby
causing an increase in short-term demand and a consequent decrease in long-term
demand for software products. In addition, Year 2000 issues could cause a
significant number of companies, including current Company customers, to
reevaluate their current software needs, and as a result switch to other systems
or suppliers. Any of the foregoing could result in a material adverse effect on
the Company's business, operating results and financial condition.

         At present the Company has only preliminarily discussed contingency
plans in the event that Year 2000 non-compliance issues materialize. The Company
expects to formalize its contingency plans prior to year-end 1999. In the case
of certain of the Company's value-added network operations, it will be difficult
for the Company to seamlessly implement alternative service arrangements due to
the nature and complexity of the customer interface. While the Company believes
that its Readiness Assessment Program is addressing the risks specific to the
Company for the Year 2000 issue, including its operations in markets outside of
the United States, it cannot be assured that events will not occur that could
have a material adverse impact on its business, operating results and financial
condition. Such events include the risk of


<PAGE>   18


lawsuits from customers and the inability to process data internally on its IT
systems. Further, the Company is aware of the risk that domestic and
international third parties, including vendors and customers of the Company,
will not adequately address the Year 2000 problem and the resultant potential
adverse impact on the Company. Regardless of whether the Company's products are
Year 2000 compliant, there can be no assurance that customers will not assert
Year 2000 related claims against the Company.


<PAGE>   19

EMPLOYEES

         As of March 9, 1999, the Company had approximately 975 full-time
employees. Approximately 195 are technical personnel engaged in maintaining or
developing the Company's products or performing related services, approximately
351 are marketing and sales personnel, approximately 330 are customer support
and operations personnel, and approximately 99 are involved in administration
and finance.

EXECUTIVE OFFICERS

         The current executive officers of the Company and their ages as of
March 9, 1999, are as follows:

<TABLE>
<CAPTION>
                       NAME                      AGE                              POSITION
          -------------------------------   --------------    --------------------------------------------------

          <S>                               <C>               <C>
          C. Tycho Howle                         49           Chairman of the Board of Directors and Chief
                                                              Executive Officer

          James M. Travers                       47           President and Chief Operating Officer

          Joel G. Katz                           34           Chief Financial Officer and Secretary

          Dave Bursiek                           61           Executive Vice President and General Manager,
                                                              Customer Solutions and Enhancements Division

          Daniel L. Manack                       40           Senior Vice President and General Manager, EC
                                                              Solutions Division

          Willem van Nieuwenhuyzen               51           General Manager, Europe, Middle East and Africa
</TABLE>


         Mr. Howle, age 49, has been Chairman of the Board of Directors of the
Company and its predecessors since 1983, and served as Chief Executive Officer
since September 1998 and from 1983 until March 1997.

         Mr. Travers, age 47, currently serves as a Class I director. He has
served as President and Chief Operating Officer of the Company since October
1998. He served as President and General Manager of the Company's Software
Division from June 1997 until October 1998, and from January 1994 until June
1997, he served as President of Harbinger Enterprise Solutions Division. In this
latter capacity, Mr. Travers managed the business operations acquired from Texas
Instruments, Inc. ("TI"). From 1978 through 1994, Mr. Travers served in various
managerial positions with TI, including Vice President for North American Field
Operations and most recently as Director of Business Development for TI's
Worldwide Applications Software Business and General Manager of TI's EDI
business unit from June 1992 through December 1994.

         Mr. Katz has served as Chief Financial Officer and Secretary of the
Company since January 1997. He served as Vice President, Finance and Secretary
from January 1995 to January 1997 and Senior Director, Finance of the Company
from February 1994 to January 1995. He joined Harbinger in 1990 as Controller
and became Director of Finance in December 1991.

         Mr. Bursiek, age 61, has served as Executive Vice President and General
Manager of the Customer Solutions and Enhancements Division since February 1999.
From January 1997 through February 1999, he served as Senior Vice President of
Sales, with responsibility for mass deployment sales. From December 1996 until
January 1997, he served as the Executive Vice President of Sales of Supply Tech,
Inc., which was acquired by the Company in January 1997. From 1995 until
December 1996, he was a management consultant with Optimum Associates, a
consulting firm. In 1994, he served as Chief Executive Officer of Sapiens
International, a software and consulting firm.


<PAGE>   20

         Mr. Manack, age 41, has served as Senior Vice President and General
Manager, EC Solutions Division since February 1999. From February 1998 to
February 1999, he served as Vice President and General Manager - Professional
Services & Outsourcing Practice and from January 1997 to February 1998 he served
as Vice President of Professional Services and Outsourcing. From September 1994
until December 1996, he was a principal with the Information Services unit of
Unisys Corporation and from June 1980 until August 1994, he was a Business
Manager with Texas Instruments.

         Mr. van Nieuwenhuyzen, age 51, has served as General Manager, Europe,
Middle East and Africa since October 1997 and was appointed an officer of
Harbinger in November 1997. From September 1995 to October 1997 he served as
Manager of Global Accounts, Europe, Middle East and Africa, of Hewlett-Packard
EMEA SA, and from May 1991 to September 1995, as Director of Computer Systems
Organization of Hewlett-Packard Netherlands BV.

GOVERNMENTAL REGULATIONS AND INDUSTRY STANDARDS

         Government Regulatory and Industrial Policy Risks. The Company's
network services are transmitted to its customers over dedicated and public
telephone lines. These transmissions are governed by regulatory policies
establishing charges and terms for communications. Changes in the legislative
and regulatory environment relating to online services, EDI or the Internet
access industry, including regulatory or legislative changes that directly or
indirectly affect telecommunication costs or increase the likelihood of
competition from regional telephone companies or others, could have an adverse
effect on the Company's business. The Telecommunications Act of 1996 (the "Act")
amended the federal telecommunications laws by relaxing restrictions on regional
telephone companies and others competing with the Company. The Act set in motion
certain events that will lead to the elimination of restrictions on regional
telephone companies providing transport between defined geographic boundaries
associated with the provision of its own information services. This will enable
regional telephone companies to more readily compete with the Company by
packaging information service offerings with other services and providing them
on a wider geographic scale. While some provisions of the Act have been held by
the U.S. Supreme Court to be unconstitutional, there can be no assurance that
future legislative or regulatory efforts to limit use of the Internet in a
manner harmful to the Company will not be successful. The Clinton Administration
has announced an initiative to establish a framework for global electronic
commerce. Also, some countries, such as Germany, have adopted laws regulating
aspects of the Internet, and there are a number of bills currently being
considered in the United States at the federal and state levels involving
encryption and digital signatures, all of which may impact the Company. The
Company cannot predict the impact, if any, that the Act and future court
opinions, legislation, regulations or regulatory changes in the United States or
other countries may have on its business. Management believes that the Company
is in compliance with all material applicable regulations. The Harbinger IVAS
product and the Harbinger Templar product both incorporate encryption technology
which is subject to U.S. export control regulations. Although both products are
currently exportable under licenses granted by the Commerce Department,
government regulation in this area is subject to frequent change and there can
be no assurance that these products will remain exportable.


ITEM 2.           PROPERTIES.

         The Company occupies approximately 145,476 square feet of office space
in Atlanta, Georgia under a lease expiring in 2008, plus options to extend the
lease term. This location serves as the Company's headquarters and data center.
The Company also has offices in Michigan, Texas, California, South Carolina,
Oregon, Pennsylvania, Canada and Oklahoma, occupying approximately 39,800;
24,000; 73,615; 21,789; 2,100; 215; 4,182 and 3,491 square feet, respectively.
In addition, the Company also has offices in The Netherlands, Germany, the
United Kingdom, France, Italy and Mexico occupying approximately 17,108; 14,546;
7,600; 2,390; 2,228 and 1,529 square feet, respectively. The Company's offices
are generally located in suburban office park environments.


ITEM 3.           LEGAL PROCEEDINGS.


<PAGE>   21

         The Company is not a party to any material legal proceedings. From time
to time, the Company is involved in various routine legal proceedings incidental
to the conduct of its business.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted to a vote of security holders during
the last quarter of the year ended December 31, 1998.


                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER 
                  MATTERS.

         Harbinger's Common Stock is traded on the Nasdaq National Market under
the symbol "HRBC". The price per share reflected in the table below represents
the range of low and high closing sale prices for the Company's Common Stock as
reported by The Nasdaq Stock Market for the quarters indicated:

<TABLE>
<CAPTION>
                     QUARTER ENDED                             HIGH PRICE                    LOW PRICE
                    ------------------------------        --------------------         ---------------------

                    <S>                                   <C>                          <C>
                    March 31, 1997                              $27 1/8                      $14 1/8
                    June 30, 1997                               $21 5/8                      $12 1/8
                    September 30, 1997                          $26 1/8                      $17 3/8
                    December 31, 1997                           $28 5/16                     $13
                    March 31, 1998                              $25 3/16                     $16 1/2
                    June 30, 1998                               $27                          $21
                    September 30, 1998                          $22 13/16                    $6 1/8
                    December 31, 1998                           $ 9 5/16                     $4 1/16
</TABLE>


         The closing sale price of the Company's Common Stock as reported by The
Nasdaq Stock Market on March 17, 1999 was $7.13.

         The number of shareholders of record of the Company's Common Stock as
of March 17, 1999, was approximately 260.

         The Company has never paid cash dividends on its capital stock. The
Company currently intends to retain any earnings for use in the business and
does not anticipate paying any cash dividends in the foreseeable future. The
Company declared a 3-for-2 stock split in the form of a stock dividend which was
paid on May 15, 1998 to shareholders of record as of May 1, 1998.

         On March 31, 1998, the Company issued 194,497 shares of Common Stock to
the interest holders of EDI Works! LLC ("EDI Works!") in exchange for all of the
outstanding interest in EDI Works! (the "EDI Works! Acquisition"). The shares of
common stock issued in the EDI Works! Acquisition were issued pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended, in reliance, in part, upon the representations and warranties set forth
in the EDI Works! Acquisition agreement.



<PAGE>   22

ITEM 6.           SELECTED FINANCIAL DATA.

         The information set forth under the section entitled "Selected
Financial Data" on page 1 of the Company's 1998 Annual Report to Shareholders is
incorporated herein by reference and filed herewith as part of Exhibit 13.1.


ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                  AND RESULTS OF OPERATIONS.

         The information set forth under the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's 1998 Annual Report to Shareholders is incorporated herein by reference
and filed herewith as a part of Exhibit 13.1.


ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The quarterly results of operations set forth in the Company's 1998
Annual Report to Shareholders and the following financial statements, related
notes thereto and report of independent auditors set forth in the Company's 1998
Annual Report to Shareholders are incorporated herein by reference and filed
herewith as a part of Exhibit 13.1.

         Consolidated Balance Sheets as of December 31, 1998 and 1997.
         Consolidated Statements of Operations for the years ended December 31,
            1998, 1997 and 1996. 
         Consolidated Statements of Comprehensive Loss for the years ended
            December 31, 1998, 1997 and 1996.
         Consolidated Statements of Shareholders' Equity for the years ended
            December 31, 1998, 1997 and 1996.
         Consolidated Statements of Cash Flows for the years ended December 31,
            1998, 1997 and 1996.
         Notes to Consolidated Financial Statements.
         Independent Auditors' Report.


ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE.

         None.


                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Certain information required by this item is incorporated by reference
from the information contained in the Company's Proxy Statement for the Annual
Meeting of Shareholders expected to be filed with the Commission on March 31,
1999 under the captions "Election of Directors," "Executive Officers" and
"Section 16(a) Beneficial Ownership Reporting Compliance."


ITEM 11.          EXECUTIVE COMPENSATION.

         The information required by this item is incorporated by reference from
the information contained in the Company's Proxy Statement for the Annual
Meeting of Shareholders expected to be filed with the Commission on March 31,
1999 under the caption "Executive Compensation."


<PAGE>   23

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                  MANAGEMENT.

         The information required by this item is incorporated by reference from
the information contained in the Company's Proxy Statement for the Annual
Meeting of Shareholders expected to be filed with the Commission on March 31,
1999 under the caption "Security Ownership of Certain Beneficial Owners and
Management."


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by this item is incorporated by reference from
the information contained in the Company's Proxy Statement for the Annual
Meeting of Shareholders expected to be filed with the Commission on March 31,
1999 under the caption "Certain Transactions."



<PAGE>   24

                                     PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
                  FORM 8-K.

         (a)      The following documents are filed as part of this report:

                  1.       Financial Statements

                  The financial statements of Harbinger Corporation and report
of independent auditors as set forth under Item 8 of this report on Form 10-K
are incorporated herein by reference.

                  2.       Financial Statement Schedules

                  (i) The following Financial Statement Schedule of Harbinger
Corporation for the Years Ended December 31, 1996, 1997 and 1998 is filed as a
part of this Report on Form 10-K and should be read in conjunction with the
Consolidated Financial Statements, and related notes thereto, of Harbinger
Corporation.


                     HARBINGER CORPORATION AND SUBSIDIARIES
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                                       Amount
                                             Balance at  Charged to    Recorded   Charged to                          Balance at
                                            Beginning of  Costs and     Due to      Other                               End of
             Description                       Period     Expenses   Acquisitions  Accounts         Deductions          Period
-----------------------------------------   ------------ ----------  ------------ ----------        ----------        ----------

<S>                                         <C>          <C>         <C>          <C>               <C>               <C>
Allowance for returns and doubtful
    Accounts (in thousands):
         1996 ...........................     $   941         640         325       2,392   (B)      (1,873)   (A)     $ 2,425
         1997 ...........................     $ 2,425       1,561          --       3,148   (B)      (4,344)   (A)     $ 2,790
         1998 ...........................     $ 2,790       6,428          --       3,588   (B)      (3,728)   (A)     $ 9,078

Allowance for net deferred tax assets (in
    Thousands):
         1996 ...........................     $    --       1,494       3,304          --                --            $ 4,798
         1997 ...........................     $ 4,798      13,509       4,364          --                --            $22,671
         1998 ...........................     $22,671       5,171          --          --                --            $27,842
</TABLE>

--------------

(A) Deductions represent write-offs of doubtful accounts and sales returns
    charged against the allowance. 
(B) Deductions from revenues for sales returns and allowances.


<PAGE>   25

                          INDEPENDENT AUDITORS' REPORT


               The Board of Directors
               Harbinger Corporation:


               Under date of February 5, 1999, we reported on the consolidated
               balance sheets of Harbinger Corporation and subsidiaries as of
               December 31, 1998 and 1997 and the related consolidated
               statements of operations, comprehensive loss, shareholders'
               equity, and cash flows for each of the years in the three-year
               period ended December 31, 1998 as contained in the Harbinger
               Corporation 1998 Annual Report to shareholders. We did not audit
               the 1996 financial statements of Premenos Technology Corp. and
               subsidiaries, which statements reflect total revenues
               constituting 38% of the related consolidated totals. Those
               statements were audited by other auditors whose report has been
               furnished to us, and our opinion, insofar as it relates to the
               amounts included for Premenos Technology Corp. and subsidiaries
               for 1996 is based solely on the report of the other auditors. In
               connection with our audits of the aforementioned consolidated
               financial statements, we also audited the related financial
               statement schedule for each of the years in the three-year period
               ended December 31, 1998 listed in Item 14(a)(2). This financial
               statement schedule is the responsibility of the Company's
               management. Our responsibility is to express an opinion on this
               financial statement schedule based on our audits.

               In our opinion, based on our audits and the report of the other
               auditors with respect to 1996, such financial statement schedule,
               when considered in relation to the basic financial statements
               taken as a whole, presents fairly, in all material respects, the
               information set forth therein.


                                                     /s/ KPMG LLP 
                                                     ---------------------------
                                                     KPMG LLP

               Atlanta, Georgia
               February 5, 1999


         Schedules not listed above have been omitted because they are not
applicable or the information required to be set forth herein is included in the
Financial Statements or notes thereto.


<PAGE>   26

               (ii)        The following Reports of Independent Public
Accountants with respect to the Company's statements of operations,
shareholders' equity and cash flows for the year ended December 31, 1996 is
filed as a part of this Report on Form 10-K and should be read in conjunction
with the Financial Statements, and related notes thereto, of Harbinger
Corporation.


                        REPORT OF INDEPENDENT ACCOUNTANTS


               To the Board of Directors and Stockholders of
                       Premenos Technology Corp.:


               We have audited the consolidated balance sheet of Premenos
               Technology Corp. and subsidiaries (the Company) as of December
               31, 1996, and the related consolidated statements of operations,
               shareholders' equity, and cash flows for each of the two years in
               the period then ended. We have also audited the Company's
               financial statement schedule of Valuation and Qualifying Accounts
               included in the Company's 1996 Form 10-K. These consolidated
               financial statements and the financial statement schedule are the
               responsibility of the Company's management. Our responsibility is
               to express an opinion on these consolidated financial statements
               and the financial statement schedule based on our audits.

               We conducted our audits in accordance with generally accepted
               auditing standards. Those standards require that we plan and
               perform the audit to obtain reasonable assurance about whether
               the consolidated financial statements are free of material
               misstatement. An audit includes examining, on a test basis,
               evidence supporting the amounts and disclosures in the financial
               statements. An audit also includes assessing the accounting
               principles used and significant estimates made by management, as
               well as evaluating the overall financial statement presentation.
               We believe that our audits provide a reasonable basis for our
               opinion.

               In our opinion, the consolidated financial statements referred to
               above present fairly, in all material respects, the consolidated
               financial position of Premenos Technology Corp. and subsidiaries
               as of December 31, 1996, and the consolidated results of their
               operations and their cash flows for each of the two years in the
               period then ended in conformity with generally accepted
               accounting principles. In addition, in our opinion, the financial
               statement schedule, referred to above, when considered in
               relation to the basic financial statements taken as a whole,
               presents fairly, in all material respects, the information
               required to be included therein.


                                                 /s/  Coopers & Lybrand L.L.P.
                                                 -------------------------------
                                                 COOPERS & LYBRAND L.L.P.

               San Francisco, California
               January 31, 1997, except for Paragraph 3 of Note 16 
                  as to which the date is March 16, 1997



<PAGE>   27

         (b)      Reports on Form 8-K. The Company filed the following reports 
on Form 8-K during the quarter ended December 31, 1998.

                  (i)      Report on Form 8-K filed October 1, 1998 with respect
                           to the Company's announcement of its refined 
                           strategy, organizational re-structuring and
                           preliminary third quarter results pursuant to Item 5
                           of Form 8-K and a certain exhibit relating to the
                           same pursuant to Item 7(c) of Form 8-K.

                  (ii)     Report on Form 8-K filed October 2, 1998 with respect
                           to the Company's announcement of a stock repurchase
                           program pursuant to Item 5 of Form 8-K and a certain
                           exhibit relating to the same pursuant to Item 7(c) of
                           Form 8-K.

         (c)      Exhibits. The following exhibits are filed as part of, or are
incorporated by reference into, this report on Form 10-K:

<TABLE>
<CAPTION>
       EXHIBIT
        NUMBER                                DESCRIPTION
   ---------------         -----------------------------------------------------

   <S>                     <C>   
         3.1               Amended and Restated Articles of Incorporation of the
                           Company (incorporated by reference to Exhibit 3.1 to
                           the Company's Registration Statement on Form S-1
                           (File 33-93804) declared effective on August 22,
                           1995).

         3.2               Amended and  Restated  Bylaws of the Company  
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996).

         4.1               Provisions of the Amended and Restated Articles of
                           Incorporation and Amended and Restated Bylaws of the
                           Company defining rights of the holders of the Common
                           Stock (incorporated by reference to Exhibits 3.1
                           through 3.4 to the Company's Registration Statement
                           on Form S-1 (File No. 33-93804) declared effective on
                           August 22, 1995).

         4.2               Specimen Stock Certificate (incorporated by reference
                           to Exhibit 4.3 to the Company's Registration
                           Statement on Form S-1 (File 33-93804)).

         4.3               Form of Registration Rights Agreement effective March
                           29, 1996 between each of the Harbinger N.V.
                           Shareholders and the Company (incorporated by
                           reference to Exhibit 2(a) to the Company's Current
                           Report on Form 8-K dated May 3, 1996).

         4.4               Form of Warrant issued to former Harbinger N.V.
                           Shareholders on July 18, 1996 (incorporated by
                           reference to Exhibit 4.5 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

         4.5               Form of Warrant issued to former INOVIS Shareholders 
                           on April 19, 1996 (incorporated by reference to
                           Exhibit 2(a) to the Company's Current Report on Form
                           8-K dated July 1, 1996).
</TABLE>


<PAGE>   28

<TABLE>
        <S>                <C>  
         4.6               Registration Rights Agreement between the Company, 
                           Carol G. Croom, Charles E. Webber, Nine-Min Cheng,
                           Judy A. Bailey and Krish R. Sampat, dated as of March
                           31, 1998 (incorporated by reference to Exhibit 4.1 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1998).

         10.1              Employment Agreement between the Company and Mr. 
                           James M. Travers effective as of February 1, 1995
                           with Letter from the Company to Mr Travers dated
                           December 27, 1994 (incorporated by reference to
                           Exhibit 10.14 to the Company's Registration Statement
                           on Form S-1 (File 33-93804) declared effective on
                           August 22, 1995).

         10.2              Employment Agreement between the Company and Mr. C.
                           Tycho Howle effective as of July 1, 1997
                           (incorporated by reference to Exhibit 10.13 to the
                           Company's Registration Statement on Form S-3 (File
                           No. 33-31191).

         10.3              Employment Agreement between the Company and Mr. Joel
                           G. Katz effective as of March 7, 1994 (incorporated
                           by reference to Exhibit 10.26 to the Company's
                           Registration Statement on Form S-1 (File No.
                           33-93804) declared effective August 22, 1995).

         10.4              Employment Agreement between the Company and Mr. 
                           David T. Leach effective as of July 1, 1997
                           (incorporated by reference to Exhibit 10.15 to the
                           Company's Registration Statement on Form S-3 (File
                           No. 33-31191).

         10.5              Employment Agreement between the Company and Mr. 
                           Willem van Nieuwenhuyzen effective August 1, 1997
                           (incorporated by reference to Exhibit 99A to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1997).

         10.6              Amended and Restated 1993 Stock Option Plan for 
                           Nonemployee Directors effective as of August 11, 1993
                           (incorporated by reference to Exhibit 10.33 to the
                           Company's Registration Statement on Form S-1 (File
                           33-93804) declared effective on August 22,1995).

         10.7              First Amendment to Harbinger Corporation Amended and
                           Restated 1989 Stock Option Plan (incorporated by
                           reference to Exhibit 10.50 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1995).

         10.8              Third Amendment to Amended and Restated 1993 Stock 
                           Option Plan for Nonemployee Directors (incorporated
                           by reference to Exhibit 10.17 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

         10.9              Lease between the Company and 1277 Lenox Park 
                           Boulevard, LLC for office located at 1277 Lenox Park
                           Boulevard, Atlanta, Georgia dated October 10, 1997
                           (incorporated by reference to Exhibit 99c to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1997).

         10.10             Amended and Restated 1989 Stock Option Plan effective
                           as of April 15, 1992 (incorporated by reference to
                           Exhibit 10.39 to the Company's Registration Statement
                           on Form S-1 (File 33-93804) declared effective on
                           August 22, 1995).
</TABLE>


<PAGE>   29

<TABLE>
         <S>               <C>  
         10.11             Form of Indemnification Agreement between the Company
                           and Directors (incorporated by reference to Exhibit
                           10.43 to the Company's Registration Statement on Form
                           S-1 (File 33-93804) declared effective on August 22,
                           1995).

         10.12             Harbinger Corporation 1996 Stock Option Plan
                           (incorporated by reference to Exhibit 10.48 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

         10.13             First Amendment to the 1996 Harbinger Corporation 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Form S-8 Registration
                           Statement (File 333-30219) filed June 27, 1997).

         10.14             Second Amendment to the 1996 Harbinger Corporation 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Form S-8 Registration
                           Statement (File 333-42959) filed December 22, 1997).

         10.15             Amended and Restated Harbinger Corporation Employee 
                           Stock Purchase Plan (incorporated by reference to
                           Exhibit 10.28 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1995).

         10.16             First Amendment to Harbinger Corporation Employee 
                           Stock Purchase Plan (incorporated by reference to
                           Exhibit 10.28 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1995).

         10.17             Form of Amendment to Employment Agreement of James
                           Travers and Joel Katz (incorporated by reference to
                           Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1998).

         10.18             Form of Indemnification Agreement for certain of the 
                           Company's Directors and Officers (incorporated by
                           reference to Exhibit 10.2 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended June 30,
                           1998).

         10.19             Third Amendment to the Harbinger Corporation 1996 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1998).

         10.20             Second Amendment to the Amended and Restated 
                           Harbinger Corporation Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 99.2 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998).

         10.21             Fourth Amendment to the Harbinger Corporation Amended
                           and Restated 1993 Stock Option Plan for Nonemployee
                           Directors (incorporated by reference to Exhibit 99.3
                           to the Company's Quarterly Report on Form 10-Q for
                           the quarter ended June 30, 1998).

         10.22             Third Amendment to the Amended and Restated Harbinger
                           Corporation Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 10.1 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1998).

         10.23             Employment Agreement between the Company and Dave 
                           Bursiek effective December 1, 1996
</TABLE>


<PAGE>   30

<TABLE>
         <S>               <C>    
         10.24             Form of Employment Agreement between the Company and 
                           Dan Manack effective December 4, 1996.

         10.25             Amendment No. 1 to Lease  between the Company and 
                           1277 Lenox Park Blvd., LLC dated June 5, 1998.

         13.1              The following financial information included within 
                           the Company's Annual Report to Shareholders for the
                           fiscal year ended December 31, 1998:

                           (i)      Selected Financial Data;
                           (ii)     Quarterly Results of Operations;
                           (iii)    Management's Discussion and Analysis of 
                                    Financial Condition and Results of Operations;
                           (iv)     Consolidated  Financial Statements,  Notes to 
                                    Consolidated Financial Statements, and 
                                    Independent Auditors' Report.

         21.1              List of Subsidiaries of Company.

         23.1              Consent of KPMG LLP.

         23.2              Consent of PricewaterhouseCoopers LLP.

         27.1              Financial Data Schedule for the Year Ended December 31, 
                           1998.

         27.2              Restated Financial Data Schedule for the Year Ended 
                           December 31, 1997.

         27.3              Restated Financial Data Schedule for the Year Ended 
                           December 31, 1996.

         99.1              Safe Harbor Compliance Statement.
</TABLE>




<PAGE>   31

                                   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 30th day of
March, 1999.

                                          HARBINGER CORPORATION



                                          By: /s/ C. Tycho Howle 
                                             -----------------------------------
                                                  C. Tycho Howle
                                                  Chairman and Chief Executive 
                                                  Officer




<PAGE>   32

         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.

<TABLE>
<CAPTION>
            SIGNATURE                                  TITLE                                DATE

      <S>                                   <C>                                        <C>  
      /s/ C. Tycho Howle                    Chief Executive Officer;                   March 30, 1999
      ---------------------                 Chairman of the Board of                                 
      C. Tycho Howle                        Directors                        
                                            (Principal Executive Officer)    
                                            

      /s/ David T. Leach                    Vice Chairman - International;             March 30, 1999
      ---------------------                 Director                             
      David T. Leach                        


      /s/ James M. Travers                  President; Chief Operating                 March 30, 1999
      ---------------------                 Officer; Director                         
      James M. Travers                      


      /s/ Joel G. Katz                      Chief Financial Officer;                   March 30, 1999
      ---------------------                 Secretary; (Principal Financial                       
      Joel G. Katz                          Officer; Principal Accounting   
                                            Officer)                        
                                            

      /s/ William D. Savoy                  Director                                   March 30, 1999
      ---------------------                        
      William D. Savoy


      /s/ William B. King                   Director                                   March 30, 1999
      ---------------------                                                 
      William B. King


      /s/ Stuart L. Bell                    Director                                   March 30, 1999
      ---------------------                      
      Stuart L. Bell


      /s/ Benn R. Konsynski                 Director                                   March 30, 1999
      ---------------------                         
      Benn R. Konsynski


      /s/ Ad Nederlof                       Director                                   March 30, 1999
      ---------------------                         
      Ad Nederlof


      /s/ Klaus Neugebauer                  Director                                   March 30, 1999
      ---------------------                         
      Klaus Neugebauer


      /s/ David Hildes                      Director                                   March 30, 1999
      ---------------------                         
      David Hildes


      /s/ John Lowenberg                    Director                                   March 30, 1999
      ---------------------                         
      John Lowenberg
</TABLE>




<PAGE>   33

<TABLE>
<CAPTION>
      EXHIBIT
       NUMBER                                 DESCRIPTION
   ----------------        -----------------------------------------------------

   <S>                     <C>    
         3.1               Amended and Restated Articles of Incorporation of the
                           Company (incorporated by reference to Exhibit 3.1 to
                           the Company's Registration Statement on Form S-1
                           (File 33-93804) declared effective on August 22,
                           1995).

         3.2               Amended and Restated Bylaws of the Company 
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1996).

         4.1               Provisions of the Amended and Restated Articles of
                           Incorporation and Amended and Restated Bylaws of the
                           Company defining rights of the holders of the Common
                           Stock (incorporated by reference to Exhibits 3.1
                           through 3.4 to the Company's Registration Statement
                           on Form S-1 (File No. 33-93804) declared effective on
                           August 22, 1995).

         4.2               Specimen Stock Certificate (incorporated by reference
                           to Exhibit 4.3 to the Company's Registration
                           Statement on Form S-1 (File 33-93804)).

         4.3               Form of Registration Rights Agreement effective March
                           29, 1996 between each of the Harbinger N.V.
                           Shareholders and the Company (incorporated by
                           reference to Exhibit 2(a) to the Company's Current
                           Report on Form 8-K dated May 3, 1996).

         4.4               Form of Warrant issued to former Harbinger N.V. 
                           Shareholders on July 18, 1996 (incorporated by
                           reference to Exhibit 4.5 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

         4.5               Form of Warrant issued to former INOVIS Shareholders 
                           on April 19, 1996 (incorporated by reference to
                           Exhibit 2(a) to the Company's Current Report on Form
                           8-K dated July 1, 1996).

         4.6               Registration Rights Agreement between the Company, 
                           Carol G. Croom, Charles E. Webber, Nine-Min Cheng,
                           Judy A. Bailey and Krish R. Sampat, dated as of March
                           31, 1998 (incorporated by reference to Exhibit 4.1 to
                           the Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1998).

         10.1              Employment Agreement between the Company and Mr. 
                           James M. Travers effective as of February 1, 1995
                           with Letter from the Company to Mr Travers dated
                           December 27, 1994 (incorporated by reference to
                           Exhibit 10.14 to the Company's Registration Statement
                           on Form S-1 (File 33-93804) declared effective on
                           August 22, 1995).

         10.2              Employment Agreement between the Company and Mr. C. 
                           Tycho Howle effective as of July 1, 1997
                           (incorporated by reference to Exhibit 10.13 to the
                           Company's Registration Statement on Form S-3 (File
                           No. 33-31191).
</TABLE>

<PAGE>   34

<TABLE>
         <S>               <C>   
         10.3              Employment Agreement between the Company and Mr. Joel
                           G. Katz effective as of March 7, 1994 (incorporated
                           by reference to Exhibit 10.26 to the Company's
                           Registration Statement on Form S-1 (File No.
                           33-93804) declared effective August 22, 1995).

         10.4              Employment Agreement between the Company and Mr. 
                           David T. Leach effective as of July 1, 1997
                           (incorporated by reference to Exhibit 10.15 to the
                           Company's Registration Statement on Form S-3 (File
                           No. 33-31191).

         10.5              Employment Agreement between the Company and Mr. 
                           Willem van Nieuwenhuyzen effective August 1, 1997
                           (incorporated by reference to Exhibit 99A to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1997).

         10.6              Amended and Restated 1993 Stock Option Plan for
                           Nonemployee Directors effective as of August 11, 1993
                           (incorporated by reference to Exhibit 10.33 to the
                           Company's Registration Statement on Form S-1 (File
                           33-93804) declared effective on August 22,1995).

         10.7              First Amendment to Harbinger Corporation Amended and 
                           Restated 1989 Stock Option Plan (incorporated by
                           reference to Exhibit 10.50 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1995).

         10.8              Third Amendment to Amended and Restated 1993 Stock 
                           Option Plan for Nonemployee Directors (incorporated
                           by reference to Exhibit 10.17 to the Company's Annual
                           Report on Form 10-K for the year ended December 31,
                           1996).

         10.9              Lease between the Company and 1277 Lenox Park 
                           Boulevard, LLC for office located at 1277 Lenox Park
                           Boulevard, Atlanta, Georgia dated October 10, 1997
                           (incorporated by reference to Exhibit 99c to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1997).

         10.10             Amended and Restated 1989 Stock Option Plan effective
                           as of April 15, 1992 (incorporated by reference to
                           Exhibit 10.39 to the Company's Registration Statement
                           on Form S-1 (File 33-93804) declared effective on
                           August 22, 1995).

         10.11             Form of Indemnification Agreement between the Company
                           and Directors (incorporated by reference to Exhibit
                           10.43 to the Company's Registration Statement on Form
                           S-1 (File 33-93804) declared effective on August 22,
                           1995).

         10.12             Harbinger Corporation 1996 Stock Option Plan
                           (incorporated by reference to Exhibit 10.48 to the
                           Company's Annual Report on Form 10-K for the year
                           ended December 31, 1995).

         10.13             First Amendment to the 1996 Harbinger Corporation 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Form S-8 Registration
                           Statement (File 333-30219) filed June 27, 1997).

         10.14             Second Amendment to the 1996 Harbinger Corporation 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Form S-8 Registration
                           Statement (File 333-42959) filed December 22, 1997).
</TABLE>

<PAGE>   35

<TABLE>
         <S>               <C>  
         10.15             Amended and Restated Harbinger Corporation Employee 
                           Stock Purchase Plan (incorporated by reference to
                           Exhibit 10.28 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1995).

         10.16             First Amendment to Harbinger Corporation Employee 
                           Stock Purchase Plan (incorporated by reference to
                           Exhibit 10.28 to the Company's Annual Report on Form
                           10-K for the year ended December 31, 1995).

         10.17             Form of Amendment to Employment Agreement of James 
                           Travers and Joel Katz (incorporated by reference to
                           Exhibit 10.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1998).

         10.18             Form of Indemnification Agreement for certain of the 
                           Company's Directors and Officers (incorporated by
                           reference to Exhibit 10.2 to the Company's Quarterly
                           Report on Form 10-Q for the quarter ended June 30,
                           1998).

         10.19             Third Amendment to the Harbinger Corporation 1996 
                           Stock Option Plan (incorporated by reference to
                           Exhibit 99.1 to the Company's Quarterly Report on
                           Form 10-Q for the quarter ended June 30, 1998).

         10.20             Second Amendment to the Amended and Restated 
                           Harbinger Corporation Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 99.2 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998).

         10.21             Fourth Amendment to the Harbinger Corporation Amended
                           and Restated 1993 Stock Option Plan for Nonemployee
                           Directors (incorporated by reference to Exhibit 99.3
                           to the Company's Quarterly Report on Form 10-Q for
                           the quarter ended June 30, 1998).

         10.22             Third Amendment to the Amended and Restated Harbinger
                           Corporation Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 10.1 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 1998).

         10.23             Employment Agreement between the Company and Dave 
                           Bursiek effective December 1, 1996.

         10.24             Form of Employment Agreement between the Company and 
                           Dan Manack effective December 4, 1996.

         10.25             Amendment No. 1 to Lease between the Company and 1277
                           Lenox Park Blvd., LLC dated June 5, 1998.

         13.1              The following financial information included within 
                           the Company's Annual Report to Shareholders for the
                           fiscal year ended December 31, 1998:

                           (i)      Selected Financial Data;
                           (ii)     Quarterly Results of Operations;
                           (iii)    Management's  Discussion and Analysis of 
                                    Financial Condition and Results of 
                                    Operations;
                           (iv)     Consolidated Financial Statements, Notes to
                                    Consolidated Financial Statements, and
                                    Independent Auditors' Report.

         21.1              List of Subsidiaries of Company.
</TABLE>


<PAGE>   36

<TABLE>
         <S>               <C>   
         23.1              Consent of KPMG LLP.

         23.2              Consent of PricewaterhouseCoopers LLP.

         27.1              Financial Data Schedule for the Year Ended December 31, 1998.

         27.2              Restated Financial Data Schedule for the Year Ended December 31, 1997.

         27.3              Restated Financial Data Schedule for the Year Ended December 31, 1996.

         99.1              Safe Harbor Compliance Statement.
</TABLE>