UNITED STATES
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): November 2021, 2003

PIVOTAL CORPORATION

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or Other Jurisdiction of Incorporation)


000-26867		98-0366456

(Commission file number)		(I.R.S. Employer Identification No.)

Suite 700 – 858 Beatty Street
Vancouver, British Columbia, V6B 1C1

(Address of Principal Executive Offices and Zip Code)

Telephone (604) 699-8000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Item 9. Regulation FD Disclosure

Pivotal RespondsAnnounces toAdjournment CDCof Shareholders’s IncreasinglyMeeting Uncertainto ProposalAllow andConsideration Reaffirmsof Oak/TalismaConditional TransactionProposal from CDC Software

Vancouver, B.C. – November 2021, 2003 – The Special Committee of Pivotal Corporation (Nasdaq: PVTL; TSX: PVT), today ~~responded~~announced tothat ~~the~~Pivotal’s ~~contents~~shareholders ofhave approved a ~~press~~further adjournment ~~release~~of ~~issued~~the ~~earlier~~shareholders’ ~~today~~meeting bypreviously ~~CDC Software~~scheduled to be held today. The meeting ~~Special~~will ~~Committee~~be ~~believes~~reconvened ~~that~~at ~~the~~3:00 ~~CDC~~pm ~~press~~(Vancouver ~~release~~time) ~~represents~~on aWednesday, ~~clear indication~~December ~~that~~3, ~~CDC’s~~2003 ~~proposal~~at the toFairmont ~~acquire~~Waterfront ~~Pivotal~~Hotel, is900 ~~becoming~~Canada ~~increasingly conditional~~Place, ~~and~~Vancouver, ~~uncertain~~British Columbia.

In ~~previous~~addition, ~~press~~Pivotal ~~releases~~has ~~and~~received ~~communications~~from ~~with~~the ~~Pivotal,~~Oak ~~CDC~~Group ~~has~~a ~~repeatedly~~waiver ~~indicated~~from itcertain ~~could~~requirements ~~complete~~of ~~due~~the ~~diligence on~~arrangement agreement between Pivotal inand athe ~~short~~Oak ~~period of time~~Group. InThe ~~fact,~~waiver inpermits the ~~unsolicited~~Special ~~proposal~~Committee, ~~delivered~~subject byto certain ~~CDC~~conditions, to ~~Pivotal~~immediately onbegin ~~November~~discussions ~~18,~~and ~~2003,~~negotiations with CDC. ~~indicated~~The itOak ~~expected~~Group tohas indicated ~~complete~~that ~~the~~it ~~due diligence~~has ~~process~~provided ~~“within~~the ~~under~~waiver ~~one~~to ~~week”.~~assist Inin ~~its~~ensuring ~~press~~that ~~release~~the ~~issued~~current ~~today,~~uncertain ~~CDC~~situation ~~states~~is ~~that~~resolved itas ~~now~~quickly ~~expects~~as ~~the~~possible ~~process~~for ~~will~~the ~~take~~Pivotal ~~one~~shareholders. ~~month~~Once a confidentiality and ~~that~~standstill agreement in the ~~closing~~form ofexecuted ~~a transaction~~by ~~will~~the beOak ~~pushed~~Group ~~into~~has ~~“the~~been executed ~~early~~by ~~part~~CDC, ofPivotal ~~2004".~~intends to:

~~This~~• ~~back-pedalling~~provide onCDC ~~the~~with ~~time~~access, ~~frame for~~in ~~conducting~~Vancouver, ~~due~~B.C., ~~diligence~~to bymaterials ~~CDC~~and ~~makes~~management ~~CDC’s~~in ~~proposal~~order ~~even~~to ~~more~~allow ~~uncertain~~CDC ~~than their~~to ~~initial~~complete ~~proposal~~its ~~that~~due ~~was~~diligence ~~rejected~~review byof ~~the~~Pivotal; ~~Special Committee on November 18.~~ and

It• isconcurrently ~~now~~with ~~clear~~the toconduct ~~the~~of ~~Special Committee~~due ~~that~~diligence, work with CDC’s ~~proposal~~to ~~essentially~~determine ~~amounts~~whether toit anis ~~offer~~possible to ~~enter~~consummate ~~into negotiations~~a indeal ~~which~~with ~~deadlines~~CDC ~~and~~on ~~milestones~~terms ~~can~~which bethe ~~expected~~Special toCommittee ~~move.~~determines ~~The~~constitute ~~Special Committee~~a is“superior ~~unwilling~~transaction” to ~~enter~~the ~~into~~terms ~~such~~currently ~~open-ended~~contained ~~negotiations~~in ~~for~~the ~~four~~arrangement ~~reasons:~~agreement with the Oak Group.

•The ~~first~~waiver from the Oak Group expires at midnight (Vancouver time) on Sunday, November 30, 2003. CDC indicated in its written proposal dated November 18, 2003 that it could complete due diligence “within under one week”. The deadline of November 30, 2003 provides CDC with more than that amount of time. In addition, the Special Committee does not intend to take any action that will jeopardize the Oak Group transaction, which the Special Committee continues to support since there is ~~absolutely~~presently no ~~certainty~~superior transaction with CDC. The Special Committee believes that ~~such~~the ~~negotiations~~December ~~will~~4 ~~result~~end indate afor ~~signed~~due ~~acquisition~~diligence ~~agreement~~proposed —by CDC is too late to implement the terms of the Oak Group agreement, and, if no agreement has ~~openly~~been ~~acknowledged~~reached ~~this~~with ~~possibility~~CDC, into allow ~~its~~for ~~November~~the 20shareholders ~~press~~meeting ~~release;~~and court approval process relating to the Oak Group transaction to be conducted prior to the December 9 termination date.

~~• second~~Accordingly, ~~although~~Pivotal intends to continue discussions with CDC ~~has~~only ~~provided~~up anto ~~indicated~~midnight ~~amount~~(Vancouver ~~they~~time) ~~might~~on beSunday, ~~prepared~~November to30, 2003. ~~offer~~Before the market opens on Monday, ~~there~~December is1, ~~absolutely~~2003, the Special Committee will issue a press release describing the results of this process. If no ~~guarantee~~signed, ~~that~~irrevocable offer ~~CDC~~containing ~~will~~terms beacceptable ~~offering~~to the ~~same~~Special ~~price~~Committee ~~(or~~has ~~any~~been ~~price~~received atfrom ~~all~~CDC by midnight (Vancouver time) aton November 30, 2003, the ~~end~~shareholders’ ofmeeting to consider the ~~lengthy~~Oak ~~negotiation~~Group ~~and~~transaction ~~due~~will ~~diligence~~be ~~period~~held ~~that~~as ~~CDC~~scheduled ~~proposes;~~on December 3.

•Pivotal ~~third,~~does innot ~~the interim period of uncertainty for Pivotal’s shareholders~~require, ~~customers~~ and ~~employees~~will not accept, ~~CDC~~any ~~has~~interim ~~offered to provide Pivotal with up to $20 million in~~ financing onfrom ~~unspecified terms. Such a loan would make~~ CDC ~~Pivotal’s~~during ~~single~~this ~~largest~~negotiation ~~creditor, thereby seriously compromising the Special Committee’s ability to negotiate a transaction that would maximize value for Pivotal’s shareholders~~period. ~~Basically, CDC is proposing to put itself in a position that would enable it to use its status as a creditor to compromise the interests of Pivotal’s shareholders in these negotiations; and~~

• finally, the proposed timetable for CDC’s offer would require Pivotal to abandon the certainty and value of Oak/Talisma’s current offer and incur a costly $1.5 million break fee in exchange for nothing more than an offer to negotiate with CDC.

The current agreement between Pivotal and Oak/Talisma has a termination date of December 9, 2003. If the transaction with Oak/Talisma has not been completed by that date, the Oak/Talisma Group has the right to terminate the agreement and walk away from the transaction. If Pivotal were to accept CDC’s offer and begin negotiations on CDC’s proposed timetable, the result could be that shareholders of Pivotal lose the opportunity to vote on a transaction with Oak/Talisma for $1.78 in cash. Instead, the shareholders would have to wait at least a month while Pivotal negotiates with CDC and hope that the consideration ultimately offered by CDC (assuming it offers anything at all) is better than what Oak/Talisma has already firmly agreed to pay.

Under these circumstances, the Special Committee continues to conclude that the certainty of the Oak/Talisma transaction makes it superior to the increasingly conditional proposal made by CDC. Accordingly, the Special Committee once again reiterates its rejection of CDC’s conditional proposal and reaffirms its support of the Oak/Talisma transaction.

In addition, the Special Committee wishes to correct an inaccuracy contained in CDC’s November 20 press release. In that release, CDC stated that the agreement between Pivotal and Oak/Talisma provides for “an aggregate basket of up to US$4.5 million for liability insurance for six years for existing directors and officers”. In fact, the agreement provides that over a six year period the premiums payable for liability insurance for existing directors and officers cannot exceed a total of US$750,000. Provisions such as this are customary in transactions of this nature including, for example, chinadotcom corporation’s own agreement relating to the acquisition of Ross Systems, Inc.

The extraordinary general meeting of shareholders remains scheduled for 2:30 pm (Vancouver time) on November 21, 2003 and Pivotal encourages all shareholders to attend the meeting and vote their shares in favour of the transaction with Oak/Talisma. In order to ensure shareholders have maximum time to consider recent developments and vote on the Oak/Talisma transaction, the Chairman of the extraordinary meeting has indicated he intends to exercise his discretion to permit shareholders to exercise their voting rights by proxy right up to the start of the meeting. Beneficial shareholders who are not registered shareholders should consult with their financial advisors, banks, brokerage firms or custodians to determine if an earlier proxy voting cutoff may apply to them.

Forward-Looking Statements

This press release contains forward-looking statements, including those relating to the ~~proposal~~proposed ~~from~~negotiations ~~CDC~~with ~~Software~~CDC Software Corporation and the upcoming extraordinary general meeting of shareholders of Pivotal at which the current transaction with the Oak~~/Talisma~~ Group will be voted upon. Forward-looking statements include statements about plans and proposals for future actions, or events or conditions that may occur in the future. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, or statements that events or conditions “may” or “will” occur, and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to risks and uncertainties and other factors that could cause actual events, conditions or results to differ materially from those anticipated in the forward-looking statements. These risks, uncertainties and other factors include the possibility that CDC (or another party) may decide to provide further proposals to Pivotal or its shareholders on an unsolicited basis, that Pivotal may not be able to negotiate a satisfactory agreement with CDC, that the Oak Group may not continue to cooperate with Pivotal or may seek to terminate their obligations under their agreement, that shareholders or the British Columbia Supreme Court may not approve ~~the~~ the transaction with the Oak~~/Talisma~~ Group or that market conditions or other events might result in the termination of the proposed transactions with the Oak~~/Talisma~~ Group. Pivotal undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release ~~or to reflect the occurrence of unanticipated events~~.

No tender offer has been made to the holders of Pivotal’s common shares. If and when a tender offer is made, Pivotal will issue a recommendation to shareholders concerning the offer, which will be available without charge at the website of the Securities and Exchange Commission at www.sec.gov and at www.sedar.com, the website where reports and other documents filed with Canadian securities commissions may be accessed. Pivotal will also provide a copy of any such recommendation without charge to any shareholder upon request. If and when an offer is actually made to Pivotal’s shareholders, they should read carefully Pivotal’s recommendation concerning the offer, which would contain information that would be important to their investment decision.

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Investor and Press Contact:

Divesh Sisodraker
Tel: 604/699-8000
Email: investor-relations@pivotal.com

© 2003 Pivotal Corporation. All rights reserved. Pivotal is a registered trademark of Pivotal Corporation. All other trade names mentioned are trademarks and/or registered trademarks of their respective owners.

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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 duly authorized undersigned.

		PIVOTAL CORPORATION
Date: November 20, 2003
Date: November 21, 2003
		/s/ Trevor Wiebe
		Trevor Wiebe In-House Counsel and Corporate Secretary

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