UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended June 30, 2001
OR
[ ] 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 000-26867
PIVOTAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada Not Applicable
(State or other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
300-224 West Esplanade
North Vancouver, British Columbia
Canada
V7M 3M6
(Address of Principal Executive Offices)
(Zip Code)
(604) 988-9982
(Registrant's Telephone Number,
Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
N/A N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Shares
--------------------------------------------------------------------------------
(Title of Class)
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 THE
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: [ ]
The aggregate market value of the voting shares held by non-affiliates of the
registrant, based on the closing sale price of the common shares on September 4,
2001 as reported on the Nasdaq National Market was approximately U.S.$5.44.
Common shares held by each current executive officer and director and by each
person who is known by the Registrant to own 5% or more of the outstanding
common shares have been excluded from this computation in that such persons may
be deemed to be affiliates of the Registrant. This determination of affiliate
status is not a conclusive determination for other purposes.
AS OF SEPTEMBER 1, 2001, 23,996,235 COMMON SHARES OF THE REGISTRANT WERE
OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
1. Index to Consolidated Financial Statements
Page
Independent Auditor's Report........................................ 53
Consolidated Balance Sheets......................................... 54
Consolidated Statements of Operations............................... 55
Consolidated Statements of Shareholders' Equity 56
Consolidated Statements of Cash Flows............................... 57
Notes to Consolidated Financial Statements.......................... 58
2. Index to Financial Statement Schedules
Page
Schedule II - Valuation and Qualifying Accounts..................... 79
(b) Reports on Form 8-K
Not Applicable
(c) Exhibits
EXHIBIT NO. DESCRIPTION
------------ -------------
2.1(1) Share Purchase Agreement by and between Pivotal and Pierre
Marcel, Marc Bahda, Bernard Wach and Other Shareholders of
Transitif S.A., dated December 3, 1999
2.2(2) Stock Purchase Agreement among Pivotal 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
2.3(3) Share Purchase Agreement among Pivotal and David Pritchard, Kirk
Herrington, Michael Satterfield, Calvin Mah, VW B.C. Technology
Investment Fund, LP, Venrock Associates, Venrock Associates II,
LP, Working Ventures Canadian Fund Inc., Bank of Montreal Capital
Corporation, Sussex Capital Inc. and the Other Shareholders of
Simba Technologies Inc. concerning all of the Shares of Simba
Technologies Inc. dated May 29, 2000
3.2(4) Memorandum and Articles
4.1(4) Specimen of common share certificate
4.2(4) Registration Rights (included in Exhibit 10.15)
4.3(2) Registration Rights Agreement dated June 2, 2000 (included in
Exhibit 2.2)
4.4(3) Registration Rights Agreement dated June 26, 2000 (included in
Exhibit 2.3)
4.5(8) Specimen of common share certificate as of August 17, 2000
10.1(4) Employee Share Purchase Plan
10.2(4) Lease dated as of July 18, 1997 between Sodican (B.C.) Inc. and
Pivotal for premises located in North Vancouver, B.C.
10.3(4) Lease dated as of May 26, 1998 between Novo Esplanade Ltd. and
Pivotal for premises located in North Vancouver, B.C.
10.4(4) Lease(1) dated as of December 14, 1998 between B.C. Rail Ltd. and
Pivotal for premises located in North Vancouver, B.C.
10.5(4) Lease(2) dated as of December 14, 1998, between B.C. Rail Ltd.
and Pivotal with respect to premises located in North Vancouver,
B.C.
10.6(4) Lease dated as of December 11, 1998 between The Plaza at Yarrow
Bay Inc. (previously Yarrow Bay Office III Limited Partnership)
and Pivotal with respect to premises located in Kirkland,
Washington
#10.7(4) Letter agreement dated November 21, 1997 between Pivotal and
Robert A. Runge granting an option to purchase 250,000 common
shares
10.8(4) Canadian Imperial Bank of Commerce Cdn$2,000,000 Committed
Installment Loan dated March 18, 1998
10.9(4) Canadian Imperial Bank of Commerce Cdn$3,000,000 Operating Line
of Credit dated March 18, 1998
10.10(4) Security Agreement with Canadian Imperial Bank of Commerce dated
for reference April 15, 1998
10.11(4) Contract Relative to Special Security under the Bank Act between
Canadian Imperial Bank of Commerce and Pivotal dated April 30,
1998
10.12(4) Canadian Imperial Bank of Commerce Schedule - Standard Credit
Terms dated March 18, 1998
10.13(4) Canadian Imperial Bank of Commerce Schedule-Standard Credit Terms
dated March 18, 1998
10.14(4) Form of Indemnity Agreement between Pivotal and directors and
officers of Pivotal
10.15(4) Investors' Rights Agreement dated January 15, 1999
10.16(5) Assignment Agreement dated July 12, 2000 between Pivotal and Meta
Creations International Limited for premises located in Dublin,
Republic of Ireland; Sub-Lease dated September 22, 1999 between
The H.W. Wilson Company Inc. and Meta Creations International
Limited for premises located in Dublin, Republic of Ireland
10.17(5) Lease dated April 14, 2000 among Deramore Holdings Limited(1),
Pivotal Corporation (NI) Limited (2) and Pivotal for premises
located in Belfast, Northern Ireland
#10.18(5) Employment Agreement between Vince Mifsud and Pivotal dated
November 10, 1998
10.19(6) Exactium Ltd. 1999 Stock Option Plan
10.20(7) Simba Technologies Incentive Stock Option Plan, as amended
10.21(8) Amended and Restated Incentive Stock Option Plan
10.22(8) Restated Offer to Lease dated July 28, 2000 between CB Richard
Ellis Limited and Pivotal with respect to premises located in
Vancouver, B.C.
10.23(8) First Amendment to Restated Offer to Lease dated October 16, 2000
between PCI Properties Corp. and Pivotal with respect to premises
located in Vancouver, B.C.
10.24(8) Second Amendment to Restated Offer to Lease dated May 18, 2001
between PCI Properties Corp. and Pivotal with respect to premises
located in Vancouver, B.C.
10.25(8) Lease dated June 3, 1996 between Yonge Wellington Property
Limited and Simba Technologies Incorporated with respect to
premises located in Vancouver, B.C.
10.26(8) Sublease dated January 1, 1999 between Brewster Transport Company
Limited and Simba Technologies Incorporated with respect to
premises located in Vancouver, B.C.
10.27(8) Lease dated September 1, 2000 between Landgem Office I, Ltd.
(previously Dallas Office Portfolio L.P.) and Software Spectrum
CRM, Inc. for premises located in Dallas, Texas
10.28(8) Lease dated December 19, 2000 between 485 Properties, LLC and
Pivotal for premises located in Atlanta, Georgia
10.29(8) Lease dated as of November 24, 2000 between Scholl Consumer
Products Limited and Pivotal for premises located in Luton,
England
#10.30(8) Employment Agreement between Kirk Herrington and Pivotal dated
June 7, 2000
#10.31(8) Employment Agreement between Kent Roger (Bo) Manning and Pivotal
dated August 22, 2001
10.32(8) Amendment No.1 dated June 19, 2001 to the Canadian Imperial Bank
of Commerce Cdn$3,000,000 Operating Line of Credit dated March
18, 1998
10.33(8) Amendment No.2 dated July 3, 2001 to the Canadian Imperial Bank
of Commerce Cdn$3,000,000 Operating Line of Credit dated March
18, 1998
21.1(8) Subsidiaries of Pivotal
23.1 Consent of Deloitte & Touche
24.1(8) Powers of Attorney (included on signature page)
99.1(8) Notice of Meeting and Management Information and Proxy Circular
for the Annual General Meeting to be held on Thursday, November
15, 2001.
# Indicates management contract.
(1) Incorporated by reference to Pivotal's Form 8-K filed on January 25, 2000.
(2) Incorporated by reference to Pivotal's Form 8-K filed on June 19, 2000.
(3) Incorporated by reference to Pivotal's Form 8-K filed on July 11, 2000.
(4) Incorporated by reference to Pivotal's Registration Statement on Form F-1
(No. 333-82871).
(5) Incorporated by reference to Pivotal's Annual Report on Form 10-K for the
year ended June 30, 2000.
(6) Incorporated by reference to Pivotal's Registration Statement on Form S-8
(No. 333-39922).
(7) Incorporated by reference to Pivotal's Registration Statement on Form S-8
(No. 333-42460).
(8) Previously filed on Pivotal's Annual Report on Form 10-K for the year ended
June 30, 2001, filed September 28, 2001.
SIGNATURES
Registrant. 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, in
Vancouver, British Columbia, Canada, on September 28, 2001.
PIVOTAL CORPORATION
(Registrant)
By: /s/ Diane Malaher
----------------------------
Diane Malaher
(Legal Counsel and Secretary)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
------------ -------------
2.1(1) Share Purchase Agreement by and between Pivotal and Pierre
Marcel, Marc Bahda, Bernard Wach and Other Shareholders of
Transitif S.A., dated December 3, 1999
2.2(2) Stock Purchase Agreement among Pivotal 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
2.3(3) Share Purchase Agreement among Pivotal and David Pritchard, Kirk
Herrington, Michael Satterfield, Calvin Mah, VW B.C. Technology
Investment Fund, LP, Venrock Associates, Venrock Associates II,
LP, Working Ventures Canadian Fund Inc., Bank of Montreal Capital
Corporation, Sussex Capital Inc. and the Other Shareholders of
Simba Technologies Inc. concerning all of the Shares of Simba
Technologies Inc. dated May 29, 2000
3.2(4) Memorandum and Articles
4.1(4) Specimen of common share certificate
4.2(4) Registration Rights (included in Exhibit 10.15)
4.3(2) Registration Rights Agreement dated June 2, 2000 (included in
Exhibit 2.2)
4.4(3) Registration Rights Agreement dated June 26, 2000 (included in
Exhibit 2.3)
4.5(8) Specimen of common share certificate as of August 17, 2000
10.1(4) Employee Share Purchase Plan
10.2(4) Lease dated as of July 18, 1997 between Sodican (B.C.) Inc. and
Pivotal for premises located in North Vancouver, B.C.
10.3(4) Lease dated as of May 26, 1998 between Novo Esplanade Ltd. and
Pivotal for premises located in North Vancouver, B.C.
10.4(4) Lease(1) dated as of December 14, 1998 between B.C. Rail Ltd. and
Pivotal for premises located in North Vancouver, B.C.
10.5(4) Lease(2) dated as of December 14, 1998, between B.C. Rail Ltd.
and Pivotal with respect to premises located in North Vancouver,
B.C.
10.6(4) Lease dated as of December 11, 1998 between The Plaza at Yarrow
Bay Inc. (previously Yarrow Bay Office III Limited Partnership)
and Pivotal with respect to premises located in Kirkland,
Washington
#10.7(4) Letter agreement dated November 21, 1997 between Pivotal and
Robert A. Runge granting an option to purchase 250,000 common
shares
10.8(4) Canadian Imperial Bank of Commerce Cdn$2,000,000 Committed
Installment Loan dated March 18, 1998
10.9(4) Canadian Imperial Bank of Commerce Cdn$3,000,000 Operating Line
of Credit dated March 18, 1998
10.10(4) Security Agreement with Canadian Imperial Bank of Commerce dated
for reference April 15, 1998
10.11(4) Contract Relative to Special Security under the Bank Act between
Canadian Imperial Bank of Commerce and Pivotal dated April 30,
1998
10.12(4) Canadian Imperial Bank of Commerce Schedule - Standard Credit
Terms dated March 18, 1998
10.13(4) Canadian Imperial Bank of Commerce Schedule-Standard Credit Terms
dated March 18, 1998
10.14(4) Form of Indemnity Agreement between Pivotal and directors and
officers of Pivotal
10.15(4) Investors' Rights Agreement dated January 15, 1999
10.16(5) Assignment Agreement dated July 12, 2000 between Pivotal and Meta
Creations International Limited for premises located in Dublin,
Republic of Ireland; Sub-Lease dated September 22, 1999 between
The H.W. Wilson Company Inc. and Meta Creations International
Limited for premises located in Dublin, Republic of Ireland
10.17(5) Lease dated April 14, 2000 among Deramore Holdings Limited(1),
Pivotal Corporation (NI) Limited (2) and Pivotal for premises
located in Belfast, Northern Ireland
#10.18(5) Employment Agreement between Vince Mifsud and Pivotal dated
November 10, 1998
10.19(6) Exactium Ltd. 1999 Stock Option Plan
10.20(7) Simba Technologies Incentive Stock Option Plan, as amended
10.21(8) Amended and Restated Incentive Stock Option Plan
10.22(8) Restated Offer to Lease dated July 28, 2000 between CB Richard
Ellis Limited and Pivotal with respect to premises located in
Vancouver, B.C.
10.23(8) First Amendment to Restated Offer to Lease dated October 16, 2000
between PCI Properties Corp. and Pivotal with respect to premises
located in Vancouver, B.C.
10.24(8) Second Amendment to Restated Offer to Lease dated May 18, 2001
between PCI Properties Corp. and Pivotal with respect to premises
located in Vancouver, B.C.
10.25(8) Lease dated June 3, 1996 between Yonge Wellington Property
Limited and Simba Technologies Incorporated with respect to
premises located in Vancouver, B.C.
10.26(8) Sublease dated January 1, 1999 between Brewster Transport Company
Limited and Simba Technologies Incorporated with respect to
premises located in Vancouver, B.C.
10.27(8) Lease dated September 1, 2000 between Landgem Office I, Ltd.
(previously Dallas Office Portfolio L.P.) and Software Spectrum
CRM, Inc. for premises located in Dallas, Texas
10.28(8) Lease dated December 19, 2000 between 485 Properties, LLC and
Pivotal for premises located in Atlanta, Georgia
10.29(8) Lease dated as of November 24, 2000 between Scholl Consumer
Products Limited and Pivotal for premises located in Luton,
England
#10.30(8) Employment Agreement between Kirk Herrington and Pivotal dated
June 7, 2000
#10.31(8) Employment Agreement between Kent Roger (Bo) Manning and Pivotal
dated August 22, 2001
10.32(8) Amendment No.1 dated June 19, 2001 to the Canadian Imperial Bank
of Commerce Cdn$3,000,000 Operating Line of Credit dated March
18, 1998
10.33(8) Amendment No.2 dated July 3, 2001 to the Canadian Imperial Bank
of Commerce Cdn$3,000,000 Operating Line of Credit dated March
18, 1998
21.1(8) Subsidiaries of Pivotal
23.1 Consent of Deloitte & Touche
24.1(8) Powers of Attorney (included on signature page)
99.1(8) Notice of Meeting and Management Information and Proxy Circular
for the Annual General Meeting to be held on Thursday, November
15, 2001.
# Indicates management contract.
(1) Incorporated by reference to Pivotal's Form 8-K filed on January 25, 2000.
(2) Incorporated by reference to Pivotal's Form 8-K filed on June 19, 2000.
(3) Incorporated by reference to Pivotal's Form 8-K filed on July 11, 2000.
(4) Incorporated by reference to Pivotal's Registration Statement on Form F-1
(No. 333-82871).
(5) Incorporated by reference to Pivotal's Annual Report on Form 10-K for the
year ended June 30, 2000.
(6) Incorporated by reference to Pivotal's Registration Statement on Form S-8
(No. 333-39922).
(7) Incorporated by reference to Pivotal's Registration Statement on Form S-8
(No. 333-42460).
(8) Previously filed on Pivotal's Annual Report on Form 10-K for the year ended
June 30, 2001, filed September 28, 2001.