SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
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Commission File Number 0-24918
SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2889151
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
28 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices, including Zip Code)
(781) 270-8300
(Registrant's telephone number, including area code)
---------------------
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Series A Junior Participating Preferred Stock, $.01 par value
(title of class)
Indicate by check mark whether the registrant (1) has filed all reports re-
quired to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such 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 the 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 stock held by non-affiliates of the
registrant was approximately $483,592,478 based on the closing price of the
Common Stock on the Nasdaq Stock Market on January 31, 1997. The number of
shares outstanding of the registrant's Common Stock as of January 31, 1997
was 28,989,583.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 14, 1997 are incorporated by reference in Part
III hereof.
2. Portions of the registrant's 1996 Annual Report to Stockholders for the
fiscal year ended December 28, 1996 are incorporated by reference into
Parts I, II and IV hereof.
1
EXPLANATORY NOTE
This Form 10-K/A of Shiva Corporation is filed solely to amend the Exhibit
Index included herein.
2
Item 14. Exhibits, Financial Statement Schedules And Reports On Form 8-K
(a)(1) Consolidated Financial Statements.
----------------------------------
The following consolidated financial statements and the Report of Independent
Accountants are included in the Company's 1996 Annual Report to Stockholders
and are incorporated herein by reference.
Report of Independent Accountants for the years ended December 28, 1996,
December 30, 1995 and December 31, 1994
Consolidated Balance Sheet as of December 28, 1996 and December 31, 1995
Consolidated Statement of Operations for the years ended December 28,
1996, December 30, 1995 and December 31, 1994
Consolidated Statement of Changes in Stockholders Equity for the years
ended December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statement of Cash Flows for the years ended December 28,
1996, December 30, 1995 and December 31, 1994
Notes to Consolidated Financial Statements.
The Company's 1996 Annual Report to Stockholders is not to be deemed filed as
part of this report except for those parts thereof specifically incorporated
herein by reference.
(a)(2) Financial Statement Schedules.
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Page
Schedule I Report of Independent Accountants on
Financial Statement Schedule S-1
Schedule II Valuation and Qualifying Accounts S-2
Schedules not listed above have been omitted because they are not applicable,
not required, or the information required to be set forth therein is included
in the consolidated financial statements or the notes thereto.
(a)(3) List of Exhibits. The following exhibits are filed as part of,
or incorporated by reference into, this report on Form 10-K:
Exhibit No. Description of Exhibits
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3.1* Restated Articles of Organization of the Company. (1)(5)
3.2* Restated By-Laws of the Company. (1)
4.1* Specimen certificate representing the Common Stock. (8)
4.2* Rights Agreement dated as of September 29, 1995, between the
Company and American Stock Transfer & Trust Company, which
includes as Exhibit A the Form of Certificate of Vote of
Directors Establishing a Series of a Class of Stock, as Exhibit
B the Form of Rights Certificate, and as Exhibit C the Summary
Rights to Purchase Preferred Stock. (4)
10.1* Registration Rights Agreement dated as of September 3, 1991 by
and among the Company and the Investors named therein, as amended
by the Amendment to Registration Rights Agreement dated as of
March 29, 1993, as further amended by the Amendment No. 2 to
Registration Rights Agreement dated as of July 28, 1993 and as
further amended by an Amendment dated June 13, 1995. (3)
10.2* Amended and Restated 1988 Stock Plan, as further amended. (3)(6)
10.3* 1994 Non-Employee Director Stock Option Plan. (1)(6)
10.4* 1994 Employee Stock Purchase Plan. (1)(6)
10.5+* 1997 Employee Bonus Plan (6)
10.6* Employment Agreement dated September 15, 1994 by and between the
Company and Frank A. Ingari. (1)(6)
10.7* Letter Agreement dated January 27, 1994 by and between the
Company and Cynthia M. Deysher. (2)(6)
10.8* Letter Agreement dated January 2, 1996 by and between the
Company and Guy A. Daniello. (6)
10.9* Incentive and Non-Qualified Stock Option Agreement dated October
19, 1993 between the Company and Frank A. Ingari. (1)(6)
10.10* Incentive and Non-Qualified Stock Option Agreement dated January
29, 1994, between the Company and Cynthia M. Deysher. (1)(6)
10.11* Agreement dated May 15, 1995 between the Company and Northern
Telecom Limited ("Nortel") (3)
10.12* Letter Agreement dated March 15, 1996 between the Company and
Nortel to amend the Agreement dated May 15, 1995 between the
Company and Nortel (7)
10.13* First Amendment dated May 16, 1996 to the Agreement dated May
15, 1995 between the Company and Nortel (7)
10.14+ Memorandum of Understanding ("MOU") dated September 11, 1996
between the Company and Nortel
10.15+ Second Amendment dated October 15, 1996 to the Agreement dated
May 15, 1995 between the Company and Nortel
10.16+ Memorandum of Understanding ("MOU") dated December 23, 1996
between the Company and Nortel
10.17* Letter Agreement dated January 29, 1997 amending the Memorandum
of Understanding dated December 23, 1996 between the Company and
Nortel
10.18* Lease by and between Beacon Properties, L.P., Landlord, and the
Company, Tenant, ("Beacon Lease") dated September 5, 1995. (4)
10.19* Amendment #1 to the Beacon Lease, dated October 23, 1995 (8)
10.20* Amendment #2 to the Beacon Lease, dated January 17, 1996 (8)
10.21* Lease by and between Walford Company c/o Bernard H. Kayden,
Landlord, and the Company, Tenant, ("Walford Lease") dated May
24, 1996 (7)
11.1* Statement re: Computation of Per Share Earnings
13.1* 1996 Annual Report to Stockholders, certain portions of which
have been incorporated herein by reference.
21.1* Subsidiaries of the Company.
23.1* Consent of Price Waterhouse LLP
23.2* Consent of Deloitte & Touche LLP
27* Financial Data Schedule
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<FN>
* Previously filed.
+ Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Securities and Exchange
Commission.
(1) Incorporated herein by reference to the Company's Registration Statement
on Form S--1 (File No. 33-84884)
(2) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994
(3) Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (File No. 33-94134)
(4) Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (File No. 33-97216)
(5) Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (File No. 333-602)
(6) Indicates a management contract or any compensatory plan, contract or
arrangement with officers who are designated as named executive officers
in the Company's 1997 Proxy Statement.
(7) Incorporated herein by reference to the Company's Quarterly Report on Form
10-Q for second quarter 1996.
(8) Incorporated herein by reference to the Company's Annual Report on Form
10-K for fiscal year 1995.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the last quarter of the fiscal
year ended December 28, 1996.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 8, 1997 SHIVA CORPORATION
(Registrant)
By: /s/ Larry Whitman
-----------------
Larry Whitman
Vice President - Corporate
Controller
(Principal Financial and
Accounting Officer)
4
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits
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3.1* Restated Articles of Organization of the Company. (1)(5)
3.2* Restated By-Laws of the Company. (1)
4.1* Specimen certificate representing the Common Stock. (8)
4.2* Rights Agreement dated as of September 29, 1995, between the
Company and American Stock Transfer & Trust Company, which
includes as Exhibit A the Form of Certificate of Vote of Directors
Establishing a Series of a Class of Stock, as Exhibit B the Form
of Rights Certificate, and as Exhibit C the Summary Rights to
Purchase Preferred Stock. (4)
10.1* Registration Rights Agreement dated as of September 3, 1991 by and
among the Company and the Investors named therein, as amended by
the Amendment to Registration Rights Agreement dated as of March
29, 1993 as further amended by the Amendment No. 2 to Registration
Rights Agreement dated as of July 28, 1993 and as further amended
by an Amendment dated June 13, 1995. (3)
10.2* Amended and Restated 1988 Stock Plan, as further amended. (3)(6)
10.3* 1994 Non-Employee Director Stock Option Plan. (1)(6)
10.4* 1994 Employee Stock Purchase Plan. (1)(6)
10.5+* 1997 Employee Bonus Plan (6)
10.6* Employment Agreement dated September 15, 1994 by and between the
Company and Frank A. Ingari. (1)(6)
10.7* Letter Agreement dated January 27, 1994 by and between the Company
and Cynthia M. Deysher. (2)(6)
10.8* Letter Agreement dated January 2, 1996 by and between the Company
and Guy A. Daniello. (6)
10.9* Incentive and Non-Qualified Stock Option Agreement dated October
19, 1993 between the Company and Frank A. Ingari. (1)(6)
10.10* Incentive and Non-Qualified Stock Option Agreement dated January
29, 1994, between the Company and Cynthia M. Deysher. (1)(6)
10.11* Agreement dated May 15, 1995 between the Company and Northern
Telecom Limited ("Nortel") (3)
10.12* Letter Agreement dated March 15, 1996 between the Company and
Nortel to amend the Agreement dated May 15, 1995 between the
Company and Nortel (7)
10.13* First Amendment dated May 16, 1996 to the Agreement dated May 15,
1995 between the Company and Nortel (7)
10.14+ Memorandum of Understanding ("MOU") dated September 11, 1996
between the Company and Nortel
10.15+ Second Amendment dated October 15, 1996 to the Agreement dated May
15, 1995 between the Company and Nortel
10.16+ Memorandum of Understanding ("MOU") dated December 23, 1996 be-
tween the Company and Nortel
10.17* Letter Agreement dated January 29, 1997 amending the Memorandum of
Understanding dated December 23, 1996 between the Company and
Nortel
10.18* Lease by and between Beacon Properties, L.P., Landlord, and the
Company, Tenant, ("Beacon Lease") dated September 5, 1995. (4)
10.19* Amendment #1 to the Beacon Lease, dated October 23, 1995 (8)
10.20* Amendment #2 to the Beacon Lease, dated January 17, 1996 (8)
10.21* Lease by and between Walford Company c/o Bernard H. Kayden,
Landlord, and the Company, Tenant, ("Walford Lease") dated May 24,
1996 (7)
11.1* Statement re: Computation of Per Share Earnings
13.1* 1996 Annual Report to Stockholders, certain portions of which have
been incorporated herein by reference.
21.1* Subsidiaries of the Company.
23.1* Consent of Price Waterhouse LLP
23.2* Consent of Deloitte & Touche LLP
27* Financial Data Schedule
- -------------
<FN>
* Previously filed.
+ Confidential treatment requested as to certain portions, which portions
are omitted and filed separately with the Securities and Exchange
Commission.
(1) Incorporated herein by reference to the Company's Registration Statement
on Form S--1 (File No. 33-84884)
(2) Incorporated herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994
(3) Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (File No. 33-94134)
(4) Incorporated herein by reference to the Company's Registration Statement
on Form S-1 (File No. 33-97216)
(5) Incorporated herein by reference to the Company's Registration Statement
on Form S-3 (File No. 333-602)
(6) Indicates a management contract or any compensatory plan, contract or
arrangement with officers who are designated as named executive officers
in the Company's 1997 Proxy Statement.
(7) Incorporated herein by reference to the Company's Quarterly Report on Form
10-Q for second quarter 1996.
(8) Incorporated herein by reference to the Company's Annual Report on Form
10-K for fiscal year 1995.
5