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)
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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.
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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
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By: Cynthia M. Deysher,
Sr. Vice President, Finance and
Administration and
Chief Financial Officer
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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.)
