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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1 to Form 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 29, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from _____ to _____
Commission File Number 0-24918
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SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2889151
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
28 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices, including Zip Code)
(617) 270-8300
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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
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The number of shares outstanding of the registrant's Common Stock as of June 29,
1996 was 28,493,368.
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EXPLANATORY NOTE
This Form 10-Q/A of Shiva Corporation is filed solely to amend the Exhibit
Index included herein.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
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10.1(1) Lease by and between Walford Company, Landlord, and
Shiva Corporation, Tenant dated May 24, 1996.
10.2+ Amendment #2 dated June 27, 1996 to the License and
Development Agreement between Shiva Corporation and
Microsoft Corporation dated March 4, 1994.
10.3+(1) First Amendment dated June 28, 1996 to the
Development and License Agreement effective as of
December 30, 1994 between Shiva Corporation and
Hewlett-Packard Company.
10.4+ Letter Agreement dated March 15, 1996 between Shiva
Corporation and Northern Telecom Limited to amend the
Shiva/Nortel Contract dated May 15, 1995.
10.5+(1) First Amendment dated May 16, 1996 to the
Shiva/Nortel Contract dated May 15, 1995.
11.0(1) Statement of Computation of Earnings per share
included herein on page 14.
27.0(1) Financial Data Schedule.
<FN>
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+ Confidential treatment requested.
(1) Previously filed.
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(b) Reports on Form 8-K: The Company filed a Current Report on Form 8-K
dated June 27, 1996, as amended by Amendment No. 1 on Form 8-K/A dated July 9,
1996 and Amendment No. 2 on Form 8-K/A dated August 13, 1996. The Current
Report, as amended, announced the completion of the Company's acquisition of
AirSoft, Inc. ("AirSoft"), a Delaware Corporation, in exchange for approximately
691,587 shares of the Company's Common Stock. Amendment No. 2 to the Current
Report contained the following financial statements pursuant to Item 7 of Form
8-K for AirSoft: Balance Sheets as of December 31, 1995, December 31, 1994 and
March 31, 1996; Statements of Operations for the years ended December 31, 1995,
1994 and 1993 and the three months ended March 31, 1996 (unaudited) and March
31, 1995 (unaudited); Statements of Stockholders' Equity for the years ended
December 31, 1995, 1994 and 1993; and Statements of Cash Flows for the years
ended December 31, 1993, 1994 and 1993 and the three months ended March 31, 1996
(unaudited) and March 31, 1995 (unaudited). Amendment No. 2 to the Current
Report also contained the following pro forma combined financial statements:
Unaudited Pro Forma Combined Balance Sheet at March 30, 1996 and Unaudited Pro
Forma Combined Statement of Operations for the years ended December 30, 1995,
December 31, 1994 and January 1, 1994 and the three months ended March 30, 1996
and April 1, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SHIVA CORPORATION
Date: February 13, 1997 by: /S/ Cynthia M. Deysher
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Cynthia M. Deysher
Senior Vice President Finance and
Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
The following exhibits are filed herewith.
Exhibit No. Description
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10.1(1) Lease by and between Walford Company, Landlord, and
Shiva Corporation, Tenant dated May 24, 1996.
10.2+ Amendment #2 dated June 27, 1996 to the License and
Development Agreement between Shiva Corporation and
Microsoft Corporation dated March 4, 1994.
10.3+(1) First Amendment dated June 28, 1996 to the
Development and License Agreement effective as of
December 30, 1994 between Shiva Corporation and
Hewlett-Packard Company.
10.4+ Letter Agreement dated March 15, 1996 between Shiva
Corporation and Northern Telecom Limited to amend the
Shiva/Nortel Contract dated May 15, 1995.
10.5+(1) First Amendment dated May 16, 1996 to the
Shiva/Nortel Contract dated May 15, 1995.
11.0(1) Statement of Computation of Earnings per share
included herein on page 14.
27.0(1) Financial Data Schedule.
<FN>
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+ Confidential treatment requested.
(1) Previously filed.