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Delaware
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74-1339132
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company.)
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Smaller reporting company
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¨
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Title of securities
to be registered
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Amount
to be
Registered
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common Stock, par value $0.01 per share(1)
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17,000,000 (1)
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$4.365 (2)
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$74,205,000 (2)
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$8,504
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(1)
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Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) also covers an indeterminate number of additional shares of the common stock of Harbinger Group Inc. (the “Registrant”), par value $0.01 (the “Common Stock”), that may be offered or issued by reason of certain corporate transactions or events, including any stock dividend, stock split or any other similar transaction effected which results in an increase in the number of shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rules 457(h) and 457(c) under the Securities Act. The proposed maximum aggregate offering price was calculated based upon the market value of the shares of Common Stock in accordance with Rule 457(c) and is equal to the product of (i) $4.365, the average of the high and low prices per share of Common Stock on the New York Stock Exchange on December 15, 2011 (which is within five business days of the filing hereof), multiplied by (ii) 17,000,000 shares of Common Stock issuable pursuant to the Harbinger Group Inc. 2011 Omnibus Equity Award Plan (the “2011 Plan”).
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1.
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The description of the Common Stock included under the caption “Description of Capital Stock” contained in the Registrant’s registration statement on Form S-3 filed with the Commission on August 29, 2011, as amended.
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2.
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Registrant’s Annual Report for the fiscal year ended September 30, 2011 on Form 10-K filed with the Commission on December 14, 2011.
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3.
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Registrant’s Current Report on Form 8-K filed with the Commission on December 9, 2011.
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4.
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Registrant’s Definitive Proxy Statement on Schedule 14-A filed with the Commission on August 16, 2011.
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●
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for any breach of the duty of loyalty;
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●
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for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law;
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●
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for liability under Section 174 of the DGCL (relating to unlawful dividends, stock repurchases or stock redemptions); or
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for any transaction from which the director derived any improper personal benefit.
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1.
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To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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2.
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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b.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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c.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under “Item 6—Indemnification of Directors and Officers”, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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HARBINGER GROUP INC.
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By:
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/s/ Francis T. McCarron |
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Name: Francis T. McCarron
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Title: Executive Vice President and Chief Financial Officer
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Signature
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Title
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| /s/ Philip A. Falcone |
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Philip A. Falcone
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Chief Executive Officer, Chairman of the Board and
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Director
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| /s/ Francis T. McCarron |
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Francis T. McCarron
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Executive Vice President and Chief Financial Officer
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| /s/ Richard H. Hagerup |
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Richard H. Hagerup
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Interim Chief Accounting Officer
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| /s/ Omar M. Asali |
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Omar M. Asali
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Acting President and Director
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| /s/ Lap Wai Chan |
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Lap Wai Chan
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Director
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| /s/ Keith M. Hladek | ||
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Keith M. Hladek
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Director
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| /s/ Thomas M. Hudgins |
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Thomas M. Hudgins
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Director
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| /s/ Robert V. Leffler, Jr. | ||
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Robert V. Leffler, Jr.
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Director
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| /s/ David M. Maura | ||
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David M. Maura
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Director
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| /s/ Robin Roger | ||
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Robin Roger
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Director
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Exhibit
Number
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Description
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3.1
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Certificate of Incorporation of Harbinger Group Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 28, 2009 (File No. 1-4219)).
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3.2
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By-laws of Harbinger Group Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed December 28, 2009 (File No. 1-4219)).
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4.1
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See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and By-laws of the Registrant defining the rights of holders of Common Stock.
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10.1
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Harbinger Group Inc. 2011 Omnibus Equity Award Plan (incorporated by reference to Annex A to the Proxy Statement on Schedule 14A filed with the SEC on September 15, 2011).
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23.2
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
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23.3
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Power of Attorney (included in the signature pages of this Registration Statement).
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