UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._________)*
Pivotal Corporation
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(NAME OF ISSUER)
Common Shares
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(TITLE OF CLASS OF SECURITIES)
72581R106
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(CUSIP NUMBER)
c/o chinadotcom corporation
34/F Citicorp Centre
18 Whitfield Road
Causeway Bay, Hong Kong
Attn: Company Secretary
(852)2893-8200
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
February 25, 2004
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 72581R106
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1. Name of Reporting Persons. I.R.S. Identification Nos. of above person
(entities only). N/A
chinadotcom corporation
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC, OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Cayman Islands
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7. Sole Voting Power
27,049,448 (100%)
Number of -----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by N/A
Each -----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 27,049,448 (100%)
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10. Shared Dispositive Power
N/A
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
27,049,448
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
N/A
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13. Percent of Class Represented by Amount in Row (11)
100%
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14. Type of Reporting Person (See Instructions)
HC, CO
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Shares, with no par value, (the "Common
Shares") of Pivotal Corporation, a company organized under the laws of the
Province of British Columbia, Canada ("Pivotal"), whose principal executive
offices are located at Suite 700, 858 Beatty Street, Vancouver, British
Columbia, Canada.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by chinadotcom corporation, (the
"Reporting Person").
(b) The Reporting Person is organized under the laws of the Cayman
Islands. Its principal executive offices are located at:
chinadotcom corporation
34/F Citicorp Centre
18 Whitfield Road
Causeway Bay, Hong Kong
(c) Present Principal Occupation or Employment: N/A
(d) Conviction in Criminal Proceedings: The Reporting Person has not been,
during the last five years, convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Party to Civil Proceeding: The Reporting Person has not been, during
the last five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
he/she/it was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship: N/A
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired its beneficial interest in the Common Shares
through an arrangement ("Arrangement") under the Company Act of British
Columbia, approved by the securityholders of Pivotal at an extraordinary general
meeting held February 23, 2004, subsequently approved judicially via an order of
the British Columbia Supreme Court on February 24, 2004, and closed on February
25, 2004. Pursuant to the Arrangement, the Reporting Person acquired 100% of the
outstanding common shares of Pivotal Corporation. The Reporting Person funded
the acquisition through a combination of cash available in working capital and
its own common shares (NASDAQ: china). According to the terms of the
Arrangement, holders of Pivotal common shares could elect to receive either (a)
US$2.14, comprised of US$1.00 in cash plus US$1.14 in chinadotcom common shares
(to be calculated using the average closing price of chinadotcom common shares
on Nasdaq during the ten consecutive trading days ending on and including the
trading day that is two trading days prior to the closing of the acquisition) or
(b) US$2.00 in cash per share.
As a result of the elections of Pivotal shareholders, total proceeds for the
acquisition were US$35,924,840 in cash and 1,846,429 chinadotcom common shares,
with a value (based on the average closing price of chinadotcom common shares on
Nasdaq during the ten consecutive trading days ending on and including the
trading day that is two trading days prior to the closing of the acquisition) of
US$20,717,672.
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ITEM 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Reporting Person acquired the Common Shares
(comprising 100% of the issued and outstanding common shares of the Issuer) in
order to give effect to an acquisition of Pivotal. Pivotal is a leading provider
of customer relationship management (CRM) software to mid-size enterprises.
Pivotal's broad suite of marketing, sales, service and partner management
capabilities will form a significant component of the strategy of CDC Software
Corporation, a wholly-owned subsidiary of chinadotcom, by complementing its
Enterprise Resource Planning ("ERP"), Supply Chain Management ("SCM") and Human
Resources and Payroll ("HRP") product offerings, which currently have limited
CRM functionality.
The Common Shares represent 100% of the issued and outstanding common shares of
Pivotal as of the closing date of the transaction. As a result, Pivotal has
become an indirect, wholly-owned subsidiary of chinadotcom, held by
chinadotcom's wholly-owned subsidiary, CDC Software Acquisitionco II. Pivotal's
common shares have been de-listed from the Nasdaq and TSX stock exchanges.
The purpose of the transaction as stated above will have the following results:
(a) As a result of the transaction, the Reporting Person owns 100% of the
shares of the issuer. The Reporting Person has no plans or proposals
which would result in any person acquiring or disposing of additional
securities of the issuer.
(b) The transaction has resulted in the issuer becoming an indirect
wholly-owned subsidiary of the Reporting Person.
(c) The transaction represents the sale of the issuer to the Reporting
Person.
(d) The former Board of Directors of the issuer was comprised of:
Norman Francis
Keith Wales
Kent Roger (Bo) Manning
Divesh Sisodraker
Eric Rosenfeld
Jeremy Jaech
Howard Gwin
Steven Gordon
Subsequent to the transaction, the new Board of Directors of Pivotal
is comprised of:
Peter Yip
Steven Chan
Daniel Widdicombe
Kent Roger (Bo) Manning
(e) n/a
(f) n/a
(g) n/a
(h) The common shares of Pivotal have been de-listed from the Nasdaq and
TSX stock exchanges.
(i) The common shares of Pivotal are eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, and Pivotal will
file a Form 15 with the Commission.
(j) n/a
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As a result of the transaction described above, Pivotal has been de-listed from
the Nasdaq and TSX stock exchanges. Pivotal is now indirectly wholly-owned by
the Reporting Person.
(a) chinadotcom corporation indirectly owns 27,049,448 common shares,
representing 100% of the common shares, of the issuer.
(b) chinadotcom corporation:
Sole Voting Power: 27,049,448 common shares (100%)
Shared Voting Power: 0
Sole Dispositive Power: 27,049,448 common shares (100%)
Shared Dispositive Power: 0
(c) Pursuant to the Arrangement, the Reporting Person acquired 100% of the
outstanding common shares of Pivotal Corporation.
(d) No other person is known to have the right to receive or the power to
direct dividends from, or the proceeds from the sale of, the common
shares of the issuer.
(e) n/a
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Reporting Person acquired its beneficial interest in the common shares of
Pivotal pursuant to the terms of the Amended and Restated Arrangement Agreement
dated as of January 19, 2004 among Pivotal Corporation, chinadotcom corporation
and CDC Software Corporation. Pursuant to the Assignment and Assumption
Agreement between CDC Software Corporation and CDC Acquisitionco II
("Acquisitionco"), Acquisitionco was made the acquiring entity
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT INDEX
DESCRIPTION
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Amended and Restated Arrangement Agreement dated as of January 19, 2004
among Pivotal Corporation, chinadotcom corporation and CDC Software
Corporation*
*incorporated by reference to the Current Report on Form 6-K filed by
chinadotcom corporation on January 28, 2003 (Commission File No.: 000-30134).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 9, 2004 /s/ Steven Chan
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Steven Chan
General Counsel & Company Secretary
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