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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2889151
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
28 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(617) 270-8300
(Address of Principal Executive Offices) (Zip Code)
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AMENDED AND RESTATED 1988 STOCK PLAN
(Full title of the plan)
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FRANK A. INGARI,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
28 CROSBY DRIVE
BEDFORD, MASSACHUSETTS 01730
(617) 270-8300
(Name and address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
LINDA DERENZO, ESQ.
TESTA, HURWITZ & THIBEAULT
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share Offering Price Fee
- ------------- ------------- -------------- -------------- ------------
AMENDED AND RESTATED
1988 STOCK PLAN
Common Stock, par
value $.01 per share 769,300 shares $31.25(2) $ 24,040,625 $ 8,289.87
84,600 shares $35.375(2) $ 2,992,725 $ 1,031.97
44,278 shares $34.50(2) $ 1,527,591 $ 526.76
228,332 shares $31.625(2) $ 7,221,000 $ 2,490.00
1,016,830 shares $33.375(2) $ 33,936,701 $11,702.31
80,000 shares $41.625(2) $ 3,330,000 $ 1,148.28
183,100 shares $45.375(2) $ 8,308,163 $ 2,864.88
1,960,228 shares $69.375(3) $135,990,818 $46,893.39
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TOTAL: 4,366,668 shares $74,947.46
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<FN>
(1) The information contained in this Registration Statement on Form S-8 has
been adjusted to give effect to a two-for-one stock split in the form of a
100% stock dividend paid on April 22, 1996 to the stockholders of record on
April 12, 1996.
(2) All such shares are issuable upon exercise of outstanding options with
fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(l) under the
Securities Act of 1933, the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
(3) The price of $69.375 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on May 16, 1996, is set forth
solely for purposes of calculating the filing fee pursuant to Rule 457(c).
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This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-86514 on
Form S-8, as filed with the Securities and Exchange Commission on November 18,
1994, relating to Shiva Corporation's Amended and Restated 1988 Stock Plan, 1994
Employee Stock Purchase Plan and 1994 Non-Employee Director Stock Option Plan is
effective. Pursuant to General Instruction E, the contents of the above-listed
Registration Statement are hereby incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit No. Description of Exhibit
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4.1 Restated Articles of Organization of the Registrant,
as amended.
4.2** Restated By-laws of the Registrant.
4.3*** Rights Agreement, dated as of September 29, 1995,
between the Registrant 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 of Rights to
Purchase Preferred Stock.
4.4**** Amended and Restated 1988 Stock Plan of the Registrant,
as further amended.
4.5**** Specimen certificate representing the Common Stock.
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
23.2**** Consent of Price Waterhouse LLP.
24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-3 (File No. 333-602).
** Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 33-84884).
*** Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 33-97216).
**** Incorporated herein by reference to the Registrant's Annual Report on Form
10-K for the year ended December 30, 1995.
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SIGNATURES
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bedford, Commonwealth of Massachusetts, on this 20th
day of May, 1996.
SHIVA CORPORATION
By: /s/ Cynthia M. Deysher
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Cynthia M. Deysher
Senior Vice President, Finance
and Administration and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
appears below constitutes and appoints, jointly and severally, Frank A. Ingari,
Cynthia M. Deysher and M. Elizabeth Potthoff, his or her attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities, to
sign any amendments to this Registration Statement on Form S-8 (including
post-effective amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
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
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/s/ Frank A. Ingari President, Chief Executive May 20, 1996
- ---------------------- Officer and a Director
Frank A. Ingari (Principal Executive Officer)
/s/ Cynthia M.Deysher Senior Vice President, Finance and May 20, 1996
- ---------------------- Administration and Chief Financial
Cynthia M. Deysher Officer (Principal Financial and
Accounting Officer)
/s/ David C. Cole Director May 20, 1996
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David C. Cole
/s/ L. John Doerr Director May 20, 1996
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L. John Doerr
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/s/ Henry McCance Director May 20, 1996
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Henry McCance
/s/ Paul O'Brien Director May 13, 1996
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Paul O'Brien
/s/ Mitchell E. Kertzman Director May 20, 1996
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Mitchell E. Kertzman
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Exhibit Index
EXHIBIT NO. DESCRIPTION
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4.1 Restated Articles of Organization of the Registrant, as amended.
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in 5.1)
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement)