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 17, 1996 SHIVA CORPORATION (Exact Name of Registrant as Specified by its Charter) Massachusetts (State or Other Jurisdiction of Incorporation) 0-24918 04-2889151 (Commission File Number) (IRS Employer Identification No.) 28 Crosby Drive, Bedford, Massachusetts 01730 (Address of Principal Executive Offices) (Zip Code) (617) 270-8300 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On June 17, 1996, Shiva Corporation, a Massachusetts corporation (the "Registrant"), acquired AirSoft, Inc., a Delaware corporation ("AirSoft"), by virtue of the merger of SV Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Registrant ("Sub") with and into AirSoft, whereby AirSoft became a wholly-owned subsidiary of the Registrant. In payment of the purchase price for this acquisition, the Registrant issued to the stockholders of AirSoft a total of 760,743 shares of its common stock (of which 69,158 shares were placed in escrow to secure indemnification obligations of the AirSoft stockholders). This acquisition was effected pursuant to an Agreement and Plan of Merger by and among the Registrant, Sub and AirSoft, dated June 16, 1996, the terms of which were determined through arms' length negotiations among the parties. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. (b) Pro Forma Financial Information It is impracticable to provide the required finanical statements of AirSoft and the required pro forma financial information at the time of the filing of this Report. Accordingly, such financial statements and pro forma financial information will be filed as soon as practicable, but not later than August 15, 1996. (c) Exhibits. See Index to Exhibits attached hereto. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 28, 1996 SHIVA CORPORATION (Registrant) /s/ Cynthia M. Deysher ------------------------------ By: Cynthia M. Deysher, Sr. Vice President, Finance and Administration and Chief Financial Officer INDEX TO EXHIBITS Exhibit Number 1 Agreement and Plan of Merger, dated June 16, 1996, by and among Shiva Corporation, SV Acquisition Corp., and AirSoft, Inc. (The Registrant will furnish a copy of any omitted exhibit or schedule to the Commission upon request.)