1 As filed with the Securities and Exchange Commission on July 25, 1996 Registration No. 333-602 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 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 incorporation or organization) (I.R.S. employer identification number) 28 Crosby Drive Bedford, MA 01730 (617) 270-8300 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ FRANK A. INGARI President and Chief Executive Officer Shiva Corporation 28 Crosby Drive Bedford, MA 01730 (617) 270-8300 (Name and address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copy to: M. ELIZABETH POTTHOFF, ESQ. General Counsel Shiva Corporation 28 Crosby Drive Bedford, MA 01730 (617) 270-8300 - -------------------------------------------------------------------------------- 2 The Registrant hereby removes from registration under this Registration Statement 127,770 shares of common stock, $0.01 par value per share (the "Common Stock"), registered hereunder (all shares originally registered hereunder being referred to as the "Offered Shares"), that have not been sold pursuant to this Registration Statement. By the terms of this Registration Statement and a Registration Rights Agreement among the Registrant and certain holders of Offered Shares, the Registrant was required to keep this Registration Statement effective until June 11, 1996. As of that date, 550,552 Offered Shares had been sold or otherwise transferred by selling stockholders under this Registration Statement. Pursuant to the Registrant's Undertaking in Item 17 of this Registration Statement, the Registrant hereby removes from registration the 127,770 Offered Shares that have not been sold pursuant to this Registration Statement prior to the date hereof. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, Commonwealth of Massachusetts, on the 25th day of July, 1996. SHIVA CORPORATION By: /s/ Cynthia M. Deysher ----------------------------------------- Cynthia M. Deysher, Senior Vice President, Finance and Administration and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date indicated: Signatures Title(s) Date ---------- -------- ---- * President, Chief Executive Officer July 25, 1996 - ----------------------------- and Chairman of the Board of Frank A. Ingari Directors (principal executive officer) /s/ Cynthia M. Deysher Senior Vice President, Finance and July 25, 1996 - ----------------------------- Administration and Chief Financial Cynthia M. Deysher Officer (principal financial and accounting officer) * Director July 25, 1996 - ---------------------------- David C. Cole * Director July 25, 1996 - ---------------------------- L. John Doerr * Director July 25, 1996 - ---------------------------- Henry F. McCance * Director July 25, 1996 - ---------------------------- Paul C. O'Brien * Director July 25, 1996 - ---------------------------- Mitchell E. Kertzman <FN> * By: /s/ Cynthia M. Deysher ---------------------- Cynthia M. Deysher Attorney-in-Fact