8-K 1 0001.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2000 PIVOTAL CORPORATION ------------------- (Exact Name of Registrant as Specified in Charter) British Columbia, Canada ------------------------ (State or Other Jurisdiction of Incorporation) 000-26867 Not Applicable --------- -------------- (Commission File Number) (IRS Employer Identification No.) 300 - 224 West Esplanade North Vancouver, B.C., Canada V7M 3M6 ------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code (604) 988-9982 Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 2, 2000, Pivotal Corporation acquired 100 percent of the issued and outstanding shares of Exactium Ltd., a provider of eSelling solutions optimized for Internet and Microsoft standards, based in Atlanta, Georgia. Under the terms of the Stock Purchase Agreement dated April 12, 2000, a copy of which is attached hereto as Exhibit 2.1, Pivotal Corporation paid approximately US$43.0 million for all shares of Exactium Ltd. Pivotal Corporation issued approximately 1.1 million of its common shares and paid approximately US$12 million from working capital to former shareholders of Exactium Ltd. The transaction will be accounted under the purchase method of accounting. 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 June 17, 2000. (b) Pro Forma Financial Information The financial information required by this item will be filed by amendment within 60 days of June 17, 2000. (c) Exhibits 2.1 Stock Purchase Agreement among Pivotal Corporation and Industrial & Financial Systems AB and Eli Barak, Alon Hod and Tony Topaz Concerning all of the Shares of Exactium, Ltd. dated April 11, 2000 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PIVOTAL CORPORATION Date: June 19, 2000 By /s/ VINCENT D. MIFSUD ------------------------------------- Vincent D. Mifsud Chief Financial Officer and Vice President, Operations 4 Exhibit Index
Exhibit Number Exhibit Page ------ ------- ---- 2.1 Stock Purchase Agreement among Pivotal Corporation and Industrial & Financial Systems AB and Eli Barak, Alon Hod and Tony Topaz Concerning all of the Shares of Exactium, Ltd. dated April 11, 2000