UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2002
PIVOTAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
British Columbia, Canada
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(State or Other Jurisdiction of Incorporation)
000-26867 Not Applicable
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(Commission File Number) (IRS Employer Identification No.)
700 - 858 Beatty Street
Vancouver, B.C., Canada V6B 1C1
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code (604) 699-8000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On October 23, 2002, Pivotal completed the merger of an indirect
wholly-owned subsidiary of Pivotal Corporation, Pivotal Merger Subsidiary, Inc.,
a Delaware corporation, merged with and into MarketFirst Software, Inc., a
Delaware corporation. As such, MarketFirst Software, Inc. became an indirect
wholly-owned subsidiary of Pivotal Corporation. MarketFirst Software, Inc., the
developer of MarketFirst Release 4 software, is based in Mountain View,
California. Under the terms of the Agreement and Plan of Merger dated October 2,
2002, a copy of which is attached hereto as Exhibit 2.1, the merger
consideration was 725,000 shares of common stock of Pivotal Corporation. In
addition, $54,722.21 was paid to certain management employees of MarketFirst
Software, Inc. in satisfaction of rights to which they were entitled upon the
change of control effected by the merger. The transaction will be accounted for
under the purchase method of accounting.
Item 5. Other Events and Regulation FD Disclosure
Pivotal Corporation is implementing restructuring plans, which primarily
consist of reductions in headcount and discretionary expenditures and the
closure of facilities. Pivotal is reducing its worldwide workforce of
approximately 500 employees to approximately 420 employees, which includes
approximately 30 employees from the MarketFirst merger (see Item 2 above).
On October 10, 2002 Pivotal Corporation was notified that as a result of
the impact of its most recent quarterly performance on certain required balance
sheet ratios, it is now required to secure its US$5,500,000 Credit Agreement
dated December 31, 2001, with cash in trust. This has resulted in the release
from escrow of a Pledge Agreement dated June 25, 2002 covering US$5,500,000
cash. While the Pledge Agreement has been released from the escrow and is now
standing as security for advances under the Credit Agreement, the secured party
has not enforced its rights against the cash collateral.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial information required by this item will be filed by amendment
within 60 days of November 7, 2002.
(b) Pro Forma Financial Information
The financial information required by this item will be filed by amendment
within 60 days of November 7, 2002.
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Merger among Pivotal Corporation,
Pivotal Corporation, a Washington corporation, Pivotal
Merger Subsidiary, Inc., MarketFirst Software, Inc. and
other shareholders of MarketFirst Software, Inc. dated
October 2, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIVOTAL CORPORATION
Date: October 28, 2002 By /s/ DIVESH SISODRAKER
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Divesh Sisodraker
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger among Pivotal Corporation,
Pivotal Corporation, a Washington corporation, Pivotal
Merger Subsidiary, Inc., MarketFirst Software, Inc. and
other shareholders of MarketFirst Software, Inc. dated
October 2, 2002