As filed with the Securities and
Exchange Commission on July 28, 2000                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                               PIVOTAL CORPORATION
    ------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


    British Columbia, Canada                           Not Applicable
-------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            300 - 224 West Esplanade
               North Vancouver, British Columbia, Canada, V7M 3M6
    ------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

         Simba Technologies Inc. Incentive Stock Option Plan, as amended
    ------------------------------------------------------------------------
                            (Full Title of the Plans)

                              CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
    ------------------------------------------------------------------------
                        (Name and Address of Agent For Service)

                                     (212) 664-1666
    ------------------------------------------------------------------------
             (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

=================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered (1)        be Registered                 Share                   Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                     <C>                     <C>
Common Shares subject to                300,000 shares            US$21.27 (2)            US$6,381,000            US$1,685
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.
(2)  Based on the  average  exercise  price of options  granted  under the Simba
     Technologies Inc. Incentive Stock Option Plan outstanding as of the date of
     the filing of this registration statement.
================================================================================


<PAGE>

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed with the  Commission,  are
incorporated herein by reference:

     1.   The  Registrant's  prospectus  filed with the  Commission on August 5,
          1999  pursuant to Rule 424(b)  under the  Securities  Act of 1933,  as
          amended (the "Securities Act").
     2.   All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange  Act"),  since the end
          of the fiscal year covered by the latest  prospectus filed pursuant to
          Rule 424(b) under the Securities Act  incorporated by reference herein
          pursuant to (1) above.
     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission  on July 28, 1999 under  Section 12(g) of the Exchange Act,
          including  any  amendment  or report filed for the purpose of updating
          such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

     Under the British  Columbia  Company Act, the Registrant may, if it obtains
court  approval,  indemnify its directors and officers and former  directors and
officers  and  current and former  directors  and  officers of its  subsidiaries
against  costs  and  expenses,  including  amounts  paid to  settle an action or
satisfy a judgment in a civil,  criminal or administrative  action or proceeding
to which they are made  parties  because  they have been  directors or officers,
including an action brought by the Registrant.  Indemnification of a director or
officer under the British  Columbia  Company Act is possible only if it is shown
that the director or officer acted honestly and in good faith with a view to the
Registrant's  best  interests,  and in the case of a criminal or  administrative
action or  proceeding  the  director  or  officer  had  reasonable  grounds  for
believing that his conduct was lawful.

     The  Registrant's  articles  require it, if it obtains court  approval,  to
indemnify its current and former directors.  Under the Registrant's  articles it
may, if it obtains  court  approval,  indemnify  its  subsidiaries'  current and
former  directors  and its and its  subsidiaries'  current and former  officers,
employees  and agents.  The  Registrant's  articles  also provide  that,  to the
fullest extent permitted by the British Columbia Act:

     o    the rights conferred in the articles are not exclusive; and
     o    the  Registrant is  authorized  to purchase and maintain  insurance on
          behalf  of its and  its  subsidiaries'  current  and  past  directors,
          officers,  employees and agents against any liability incurred by them
          in their duties.

     The  Registrant  has entered  into  indemnity  agreements  with each of its
directors and officers and the directors and officers of its  subsidiaries.  The
indemnity  agreements  call for the  Registrant  to  indemnify  the  director or
officer  against all liabilities in connection with any claim arising out of the
individual's  status or service as a director or officer of the  Registrant,  or
its  subsidiaries,  other than  liabilities  arising  from gross  negligence  or
willful




                                      II-1
<PAGE>

misconduct.  These  agreements also call for the Registrant to advance  expenses
incurred by the  individual in connection  with any action with respect to which
the individual may be entitled to indemnification by the Registrant.

     The British  Columbia  Company Act  currently  requires the  Registrant  to
obtain the approval of a court before it indemnifies directors or officers.  The
British Columbia  legislature has passed legislation to remove this requirement.
The exact timing of the  enactment  of this  legislation  is unknown,  but it is
anticipated that it will not be enacted until some time in 2001.

     Currently, there is no pending litigation or proceeding involving a current
or past director, officer or employee regarding which indemnification is sought,
nor is the  Registrant  aware of any  threatened  litigation  that may result in
claims for indemnification.

     The Registrant maintains directors and officers liability insurance with an
annual aggregate coverage limit of Cdn.$5 million.

     Insofar  as  indemnification   for  liabilities   arising  under  the  U.S.
Securities Act may be permitted for directors,  officers or persons  controlling
the  Registrant  pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit Number       Exhibit
--------------       -------
     4.1             Simba Technologies Inc. Incentive Stock Option Plan,
                        as amended
     5.1             Opinion of Borden Ladner Gervais LLP
    23.1             Consent of Deloitte & Touche LLP, Independent Auditors
    23.2             Consent of KPMG, LLP, Chartered Accountants
    23.3             Consent of Borden Ladner Gervais LLP
                        (Included in Exhibit 5.1)
    24.1             Powers of Attorney (included on the signature pages to
                        the Registration Statement)

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;




                                      II-2
<PAGE>

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section 13(a) or Section  15(d) of the Exchange  Act,  (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.









                                      II-3
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Vancouver, British Columbia, Canada,
on June 30, 2000.

                                  PIVOTAL CORPORATION
                                  (Registrant)

                                  By: /s/ NORMAN B. FRANCIS
                                      ------------------------------------------
                                      Norman B. Francis
                                      (President and Chief Executive Officer)




















                                      II-4
<PAGE>

                               POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Norman B. Francis and Vincent D. Mifsud, and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents of them or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

       Signature                           Title                        Date
       ---------                           -----                        ----


/s/ NORMAN B. FRANCIS              President, Chief Executive      June 30, 2000
----------------------------       Officer and Director
Norman B. Francis


/s/ VINCENT D. MIFSUD              Chief Financial Officer and     June 30, 2000
----------------------------       Vice President, Operations
Vincent D. Mifsud


/s/ KEITH R. WALES                 Chief Technical Officer         June 30, 2000
----------------------------       and Director
Keith R. Wales


/s/ JEREMY A. JAECH                Director                        June 30, 2000
----------------------------
Jeremy A. Jaech


/s/ DOUGLAS J. MACKENZIE           Director                        June 30, 2000
----------------------------
Douglas J. MacKenzie


/s/ ROBERT J. LOUIS                Director                        June 30, 2000
----------------------------
Robert J. Louis


/s/ DONALD A. MATTRICK             Director                        June 30, 2000
----------------------------
Donald A. Mattrick





                                      II-5
<PAGE>


                            AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned has signed this Registration Statement solely in the
capacity of the duly  authorized  representative  of Pivotal  Corporation in the
United States on June 30, 2000.

                                  PIVOTAL CORPORATION, a Washington corporation


                                  By: /s/ NORMAN B. FRANCIS
                                      ------------------------------------------
                                      Norman B. Francis
                                      (President and Chief Executive Officer)



















                                      II-6

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number         Exhibit                                                     Page
------         -------                                                     ----


 4.1           Simba Technologies Inc. Incentive Stock Option Plan,
                 as amended

 5.1           Opinion of Borden Ladner Gervais LLP

23.1           Consent of Deloitte & Touche LLP, Independent Auditors

23.2           Consent of KPMG, LLP, Chartered Accountants

23.3           Consent of Borden Ladner Gervais LLP
                 (Included in Exhibit 5.1)

24.1           Powers of Attorney (included on the signature
                 pages to the Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18787}]
{"company-data": {"conformed-name": "PIVOTAL CORP", "cik": "0001086329", "assigned-sic": "7389", "irs-number": "000000000", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42460", "film-number": "681024"}, "business-address": {"street1": "300-244 WEST ESPLANADE", "street2": "NORTH VANCOUVER BRITISH COLUMBIA", "city": "CANADA", "phone": "6049889982"}, "mail-address": {"street1": "300-244 WEST ESPLANADE", "street2": "NORTH VANCOUVER BRITISH COLUMBIA", "city": "CANADA"}, "former-company": {"former-conformed-name": "PIVOTAL SOFTWARE INC", "date-changed": "19990512"}}
As filed with the Securities and
Exchange Commission on July 28, 2000                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               PIVOTAL CORPORATION
    ------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

    British Columbia, Canada                           Not Applicable
-------------------------------              ----------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                            300 - 224 West Esplanade
               North Vancouver, British Columbia, Canada, V7M 3M6
    ------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

         Simba Technologies Inc. Incentive Stock Option Plan, as amended
    ------------------------------------------------------------------------
                            (Full Title of the Plans)

                              CT Corporation System
                                  1633 Broadway
                            New York, New York 10019
    ------------------------------------------------------------------------
                        (Name and Address of Agent For Service)

                                     (212) 664-1666
    ------------------------------------------------------------------------
             (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                                Proposed Maximum        Proposed Maximum
     Title of Each Class of               Amount to            Offering Price Per      Aggregate Offering         Amount of
 Securities to be Registered (1)        be Registered                 Share                   Price           Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Shares subject to                300,000 shares            US$21.27 (2)            US$6,381,000            US$1,685
outstanding options
---------------------------------------------------------------------------------------------------------------------------------
(1)  Common Shares,  without par value,  offered by the Company  pursuant to the
     Plans described herein.
(2)  Based on the  average  exercise  price of options  granted  under the Simba
     Technologies Inc. Incentive Stock Option Plan outstanding as of the date of
     the filing of this registration statement.
================================================================================
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed with the  Commission,  are
incorporated herein by reference:

     1.   The  Registrant's  prospectus  filed with the  Commission on August 5,
          1999  pursuant to Rule 424(b)  under the  Securities  Act of 1933,  as
          amended (the "Securities Act").
     2.   All reports filed pursuant to Section 13(a) or 15(d) of the Securities
          Exchange Act of 1934, as amended (the "Exchange  Act"),  since the end
          of the fiscal year covered by the latest  prospectus filed pursuant to
          Rule 424(b) under the Securities Act  incorporated by reference herein
          pursuant to (1) above.
     3.   The  description  of  the  Registrant's  securities  contained  in the
          Registrant's  Registration  Statement  on  Form  8-A  filed  with  the
          Commission  on July 28, 1999 under  Section 12(g) of the Exchange Act,
          including  any  amendment  or report filed for the purpose of updating
          such description.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the  Exchange  Act after the date  hereof  and prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

None.

Item 6.  Indemnification of Directors and Officers.

     Under the British  Columbia  Company Act, the Registrant may, if it obtains
court  approval,  indemnify its directors and officers and former  directors and
officers  and  current and former  directors  and  officers of its  subsidiaries
against  costs  and  expenses,  including  amounts  paid to  settle an action or
satisfy a judgment in a civil,  criminal or administrative  action or proceeding
to which they are made  parties  because  they have been  directors or officers,
including an action brought by the Registrant.  Indemnification of a director or
officer under the British  Columbia  Company Act is possible only if it is shown
that the director or officer acted honestly and in good faith with a view to the
Registrant's  best  interests,  and in the case of a criminal or  administrative
action or  proceeding  the  director  or  officer  had  reasonable  grounds  for
believing that his conduct was lawful.

     The  Registrant's  articles  require it, if it obtains court  approval,  to
indemnify its current and former directors.  Under the Registrant's  articles it
may, if it obtains  court  approval,  indemnify  its  subsidiaries'  current and
former  directors  and its and its  subsidiaries'  current and former  officers,
employees  and agents.  The  Registrant's  articles  also provide  that,  to the
fullest extent permitted by the British Columbia Act:

     o    the rights conferred in the articles are not exclusive; and
     o    the  Registrant is  authorized  to purchase and maintain  insurance on
          behalf  of its and  its  subsidiaries'  current  and  past  directors,
          officers,  employees and agents against any liability incurred by them
          in their duties.

     The  Registrant  has entered  into  indemnity  agreements  with each of its
directors and officers and the directors and officers of its  subsidiaries.  The
indemnity  agreements  call for the  Registrant  to  indemnify  the  director or
officer  against all liabilities in connection with any claim arising out of the
individual's  status or service as a director or officer of the  Registrant,  or
its  subsidiaries,  other than  liabilities  arising  from gross  negligence  or
willful

                                      II-1
misconduct.  These  agreements also call for the Registrant to advance  expenses
incurred by the  individual in connection  with any action with respect to which
the individual may be entitled to indemnification by the Registrant.

     The British  Columbia  Company Act  currently  requires the  Registrant  to
obtain the approval of a court before it indemnifies directors or officers.  The
British Columbia  legislature has passed legislation to remove this requirement.
The exact timing of the  enactment  of this  legislation  is unknown,  but it is
anticipated that it will not be enacted until some time in 2001.

     Currently, there is no pending litigation or proceeding involving a current
or past director, officer or employee regarding which indemnification is sought,
nor is the  Registrant  aware of any  threatened  litigation  that may result in
claims for indemnification.

     The Registrant maintains directors and officers liability insurance with an
annual aggregate coverage limit of Cdn.$5 million.

     Insofar  as  indemnification   for  liabilities   arising  under  the  U.S.
Securities Act may be permitted for directors,  officers or persons  controlling
the  Registrant  pursuant to the foregoing  provisions,  the Registrant has been
informed that in the opinion of the Commission such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

Item 8.  Exhibits.

Exhibit Number       Exhibit
--------------       -------
     4.1             Simba Technologies Inc. Incentive Stock Option Plan,
                        as amended
     5.1             Opinion of Borden Ladner Gervais LLP
    23.1             Consent of Deloitte & Touche LLP, Independent Auditors
    23.2             Consent of KPMG, LLP, Chartered Accountants
    23.3             Consent of Borden Ladner Gervais LLP
                        (Included in Exhibit 5.1)
    24.1             Powers of Attorney (included on the signature pages to
                        the Registration Statement)

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represents  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                                      II-2
(iii) To include any  material  information  with  respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement; provided,
however,   that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the
registration statement is on Form S-3, Form S-8, or Form F-3 and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

          (2) That for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining any liability under the Act, each filing of the registrant's  annual
report  pursuant to Section 13(a) or Section  15(d) of the Exchange  Act,  (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration  statement  or  amendment  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in Vancouver, British Columbia, Canada,
on June 30, 2000.

                                  PIVOTAL CORPORATION
                                  (Registrant)

                                  By: /s/ NORMAN B. FRANCIS
                                      ------------------------------------------
                                      Norman B. Francis
                                      (President and Chief Executive Officer)

                                      II-4
POWERS OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Norman B. Francis and Vincent D. Mifsud, and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign any and all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents  and each of  them,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents of them or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

       Signature                           Title                        Date
       ---------                           -----                        ----

/s/ NORMAN B. FRANCIS              President, Chief Executive      June 30, 2000
----------------------------       Officer and Director
Norman B. Francis

/s/ VINCENT D. MIFSUD              Chief Financial Officer and     June 30, 2000
----------------------------       Vice President, Operations
Vincent D. Mifsud

/s/ KEITH R. WALES                 Chief Technical Officer         June 30, 2000
----------------------------       and Director
Keith R. Wales

/s/ JEREMY A. JAECH                Director                        June 30, 2000
----------------------------
Jeremy A. Jaech

/s/ DOUGLAS J. MACKENZIE           Director                        June 30, 2000
----------------------------
Douglas J. MacKenzie

/s/ ROBERT J. LOUIS                Director                        June 30, 2000
----------------------------
Robert J. Louis

/s/ DONALD A. MATTRICK             Director                        June 30, 2000
----------------------------
Donald A. Mattrick

                                      II-5
AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933,
as amended, the undersigned has signed this Registration Statement solely in the
capacity of the duly  authorized  representative  of Pivotal  Corporation in the
United States on June 30, 2000.

                                  PIVOTAL CORPORATION, a Washington corporation

                                  By: /s/ NORMAN B. FRANCIS
                                      ------------------------------------------
                                      Norman B. Francis
                                      (President and Chief Executive Officer)

                                      II-6
EXHIBIT INDEX

Exhibit
Number         Exhibit                                                     Page
------         -------                                                     ----

 4.1           Simba Technologies Inc. Incentive Stock Option Plan,
                 as amended

 5.1           Opinion of Borden Ladner Gervais LLP

23.1           Consent of Deloitte & Touche LLP, Independent Auditors

23.2           Consent of KPMG, LLP, Chartered Accountants

23.3           Consent of Borden Ladner Gervais LLP
                 (Included in Exhibit 5.1)

24.1           Powers of Attorney (included on the signature
                 pages to the Registration Statement)