<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-602
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2889151
(State or other jurisdiction of incorporation or (I.R.S. employer identification number)
organization)
</TABLE>
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:
LINDA DERENZO, ESQ.
Testa, Hurwitz & Thibeault
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
------------------------
<PAGE> 2
If the only securities being registered on this form are being offered
pursuant to dividend or interest re-investment plans, please check the following
box. / /
If any of the 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
================================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
EXPLANATORY NOTE
The Registrant has previously registered 339,161 shares of its Common Stock
on a Registration Statement on Form S-3 (Registration Statement No. 333-602) to
which this Post-Effective Amendment No. 1 relates. The Company has effected a
two-for-one stock split in the form of a 100% stock dividend which was paid on
April 22, 1996 to the stockholders of record on April 12, 1996 (the "Share
Dividend"). Unless otherwise indicated, the information set forth herein
reflects the Share Dividend.
<PAGE> 4
SUBJECT TO COMPLETION: DATED JUNE 7, 1996
SHIVA CORPORATION
------------------------
678,322 SHARES
COMMON STOCK
$.01 PAR VALUE PER SHARE
------------------------
This Prospectus relates to the resale of 678,322 shares of Common Stock,
$.01 par value per share (the "Shares"), of Shiva Corporation (the "Company" or
"Shiva") by certain selling stockholders (the "Selling Stockholders") who
acquired the Shares in connection with the acquisition by Shiva of Spider
Systems Limited. The Shares may be sold from time to time by the Selling
Stockholders in brokers' transactions, to market makers or in block placements,
at market prices prevailing at the time of sale or at prices otherwise
negotiated. See "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear certain expenses in connection with the
registration of the Shares being offered and sold by the Selling Stockholders.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "SHVA". On June 3, 1996, the last reported sale price for the Common
Stock was $73.75.
------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is June __, 1996.
<PAGE> 5
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE> 6
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information are available for inspection and copying at the
public reference facilities maintained by the Commission at 450 Fifth Street,
Room 1024, N.W., Washington, D.C. 20549, and at the following regional offices
of the Commission: Seven World Trade Center, 13th Floor, New York, New York
10048 and North-West Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621. Copies of such material can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, Room 1024, N.W.,
Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is
quoted on the Nasdaq National Market, and such material may also be inspected at
the offices of the National Association of Securities Dealers, Inc., Reports
Section, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock offered hereby. This Prospectus does not contain all information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Common Stock offered hereby, reference
is hereby made to the Registration Statement and to the exhibits and schedules
filed therewith. Statements contained in this Prospectus regarding the contents
of any agreement or other document filed as an exhibit to the Registration
Statement are not necessarily complete, and in each instance reference is made
to the copy of such agreement filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed fees.
The Company will provide without charge to each person to whom a Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Written requests for such copies should be directed to
Shiva Corporation, Attention: M. Elizabeth Potthoff, 28 Crosby Drive, Bedford,
Massachusetts 01730. Telephone requests may be directed to M. Elizabeth Potthoff
at (617) 270-8300.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference (File No.
0-24918):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1996.
3. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed under
the Exchange Act and declared effective on November 17, 1994,
including any amendment or report filed for the purpose of updating
such description.
-2-
<PAGE> 7
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
TRADEMARKS
SHIVA[Registered Trademark], SHIVA WITH DESIGN[Registered Trademark]
(Shiva's logo), NETMODEM/E[Registered Trademark], NETMODEM[Registered
Trademark], LANROVER[Registered Trademark] and Spider[Registered Trademark] are
registered trademarks of Shiva and Shiva PPP[Trademark],
ShivaIntegrator[Trademark] and ShivaPort[Trademark] are trademarks of Shiva.
This Prospectus also includes other trade names and marks of companies other
than Shiva.
-3-
<PAGE> 8
THE COMPANY
Shiva is a leader in the design, development, manufacture and sale of
hardware and software products that enable transparent remote connectivity to
enterprise networks from any location having access to switched analog or
digital telephone service. Founded in 1985, Shiva has applied its expertise in
internetworking, personal computer ("PC") software and telephony to pioneer the
"remote node" approach to remote network access. Shiva's remote node solution
enables a remote PC to access an existing network as a fully functional network
node, thereby allowing users to access network resources from their remote PCs
as if they were directly connected to the enterprise network. Shiva servers
enable users to connect to computing resources from home, while traveling, or as
part of a branch office or multi-user worksite.
The Company offers a full line of remote access products. These include
single-port servers for workgroups and multi-port servers for enterprise
networks. The NetModem, LanRover and ShivaIntegrator product families provide
telecommuters, mobile professionals and branch offices with dial-in access to
Local Area Networks ("LANs") offering either transparent remote node PC-to-LAN
connections or LAN-to-LAN dial up connections through both public and private
telephone networks. The Company's technology also provides LAN-based users the
ability to make dial-out connections from the desktop to the Internet or other
on-line services. The Company also offers other communications products, such as
the ShivaPort product family of communications servers, that permit users to
connect terminals, printers, modems and other serial devices to Ethernet
networks.
In August 1995, the Company acquired Spider Systems Ltd. ("Spider"), a
leading digital internetworking company based in Edinburgh, United Kingdom, in
exchange for approximately 3,923,606 shares of Common Stock (the "Spider
Acquisition"). The Spider Acquisition provided the Company with a range of
advanced network access products incorporating Wide Area Network (WAN)
technologies such as ISDN, X.25 and Frame Relay, as well as network integration
services. The ShivaIntegrator and ShivaPort product families incorporate the
Spider WAN technologies.
Shiva markets its products in domestic and international markets through
both direct and indirect distribution channels to reach a wide range of
customers.
The Company's principal offices are located at 28 Crosby Drive, Bedford,
Massachusetts 01730, and the Company's telephone number is (617) 270-8300.
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered hereby.
ADVERSE EFFECT OF POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS;
SEASONALITY OF RESULTS OF OPERATIONS
Shiva's quarterly operating results may vary significantly depending on
factors such as the timing of significant orders, the timing of new product
introductions by Shiva and its competitors and the mix of distribution channels
through which Shiva's products are sold. Spider's quarterly operating results
have historically been highly seasonal, with sales and earnings generally
stronger in the six-month period ended March 31 of each year and generally
weaker in the six-month period ended September 30 of each year. There can be no
assurance that Shiva will be able to continue its growth in revenues or sustain
its profitability on a quarterly or annual basis. Revenues can be difficult to
forecast due to the early stage of development of the remote access market and
the fact that the Company's sales cycle, from initial inquiry to trial to
multiple product purchases, varies substantially from customer to customer.
Shiva's expense levels are based, in part, on its expectations as to future
revenues. If revenue levels are below expectations, operating results may be
adversely affected. Moreover, Shiva's resellers typically
-4-
<PAGE> 9
stock significant levels of inventory, and the Company's revenues may fluctuate
based on the level of the resellers' inventories in any particular quarter.
NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE
The market for Shiva's products is characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions.
Shiva's future success will depend on its ability to enhance its existing
products and to introduce new products and features to meet and adapt to
changing customer requirements and emerging technologies. The Company has
introduced a new high-end remote access switch, and any failure of this product
to achieve market acceptance, could have a material adverse effect on the
Company's financial condition or results of operations. In addition, there can
be no assurance that Shiva will be successful in identifying, developing,
manufacturing or marketing other new products or enhancing its existing
products. Also, there can be no assurance that services, products or
technologies developed by others will not render Shiva's products or
technologies uncompetitive or obsolete. In addition, although the integration of
people and technology following the Spider Acquisition is largely complete,
longer term research and development activities, such as merging the respective
software code bases, could cause a loss of momentum in other development
activities which could have an adverse effect on new product introductions.
Finally, the Company recently hired a Vice President, Research and Development.
Since September 1995, the Company's Chief Executive Officer had been the Acting
Vice President, Research and Development. There can be no assurance that the
transition in research and development management or the lack of a full-time
manager in this area before the position was filled will not cause delays in the
Company's research and development efforts.
HIGHLY COMPETITIVE ENVIRONMENT
The market for remote access products is highly competitive. The Company
has numerous and diverse competitors, including traditional vendors of terminal
servers, modems and remote control software, as well as suppliers of routers and
companies that offer remote access solutions based on ISDN and other
technologies. In addition, Shiva may encounter increased competition from
operating system and network operating system vendors to the extent such vendors
include full remote access capabilities in their products. The Company may also
encounter competition from telephony service providers (such as AT&T or the
regional Bell operating companies) that may offer remote access services through
their telephone networks.
The typical method of corporate remote access using Shiva's products
involves a remote user establishing a connection directly to a remote access
server located on the corporation's network. This method of remote access could
migrate to one in which the remote user establishes a connection to a public
network, such as the Internet, to which the corporate network is also connected.
Increased competition from remote access service offerings through public
networks could have a material adverse effect on the Company's business.
The Spider Acquisition has added products to Shiva's portfolio that compete
more directly with those offered by large internetworking and communications
server companies than did Shiva's products prior to the Spider Acquisition. As a
result, the Company is in more direct competition across a broader product line
with these companies, many of whom have substantially greater resources than
Shiva.
Increased competition could result in price reductions and loss of market
share which would adversely affect Shiva's revenues and profitability. Many of
Shiva's current and potential competitors have greater financial, marketing,
technical and other resources than Shiva. There can be no assurance that Shiva
will be able to continue to compete successfully with its existing competitors
or will be able to compete successfully with new competitors.
-5-
<PAGE> 10
RISKS ASSOCIATED WITH THE INTEGRATION OF SPIDER
Although the integration of people and technology following the Company's
acquisition of Spider is largely complete, longer-term research and development
activities, such as merging the respective software code bases, could cause a
loss of momentum in other development activities which could have an adverse
effect on new product introduction.
RISKS ASSOCIATED WITH INTERNATIONAL REVENUES, REGULATORY STANDARDS AND
FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS
The Company's international revenues accounted for approximately 47%, 52%
and 55% of total revenues in fiscal 1995, 1994 and 1993, respectively. In
addition to direct international sales, Shiva also sells products to U.S.
original equipment manufacturers, such as IBM, that sell such products
internationally. While many of Shiva's current products are designed to meet the
regulatory standards of foreign markets, any inability to obtain foreign
regulatory approvals with respect to future products on a timely basis could
have an adverse effect on operating results. In addition, Shiva is subject to
the usual risks of doing business abroad, including fluctuations in currency
exchange rates, increases in duty rates, difficulties in obtaining export
licenses, difficulties in enforcement of intellectual property rights and
political uncertainties. To the extent that the Company makes sales denominated
in currencies other than U.S. dollars, gains and losses on the conversion of
such sales to U.S. dollars may in the future contribute to fluctuations in the
Company's business and operating results. In addition, fluctuations in exchange
rates could affect demand for the Company's products.
POTENTIAL VOLATILITY OF STOCK PRICE
The Company's shares of Common Stock have been listed on the Nasdaq
National Market since November 1994. The market price of the Common Stock has
experienced variations during this period, ranging from a high of $74.75 to a
low of $13.25, and there can be no assurance that the market price of the Common
Stock will not experience similar fluctuations in the future or will not fall
below such levels. The market price of the Company's Common Stock could be
subject to wide fluctuations in response to quarter-to-quarter variations in
operating results, changes in earnings estimates by analysts, and market
conditions in the industry, as well as general economic conditions. In addition,
the stock market has experienced volatility that has particularly affected the
market prices for many companies' stock and that often has been unrelated to the
operating performance of such companies. These market fluctuations may adversely
affect the market price of the Company's Common Stock.
RELIANCE ON REMOTE ACCESS MARKET; EARLY STAGE OF MARKET; CLIENT SOFTWARE
LICENSING STRATEGY
Shiva currently devotes a significant portion of its research and
development, manufacturing, marketing and sales resources to service the private
and public remote access market and expects to continue to do so. Although Shiva
believes that its concentrated focus provides it with competitive advantages in
the remote access market, this focus also may leave the Company more vulnerable
to a decline in the remote access market than companies with more diverse
product offerings. Moreover, the Company's future financial performance will
depend in large part on continued growth in the remote access market, which in
turn will depend in part on the growth in the number of organizations utilizing
remote access products and the number of applications developed for use with
those products. There can be no assurance that these markets will continue to
grow or that the Company will be able to respond effectively to the evolving
requirements of these markets. Moreover, many of the Company's customers have
not yet standardized upon any particular remote access solution, and there can
be no assurance that Shiva's products will be the standard adopted by its
customers.
The Company grants unlimited use licenses of its client software, which
operates solely with Shiva servers, as part of each sale of a remote access
server. The Company is implementing a strategy of licensing a version of its
client software that can also operate with non-Shiva servers to third-party
vendors who desire to provide remote
-6-
<PAGE> 11
access functionality in their own product offerings. There can be no assurance
that the Company will achieve significant revenues from the licensing of its
client software.
POTENTIAL ADVERSE IMPACT OF PRODUCT RETURNS AND PRICE REDUCTIONS
Shiva provides most of its distributors and resellers with product return
rights for stock balancing or product evaluation. Shiva also provides most of
its distributors and resellers with price protection rights. Stock balancing
rights permit distributors to return products to Shiva for credit against future
product purchases, within specified limits. Product evaluation rights permit
end-users to return products to Shiva, through the distributor or reseller from
whom such products were purchased, within 30 days of purchase if such end-user
is not fully satisfied. Price protection rights require that Shiva grant
retroactive price adjustments for inventories of Shiva products held by
distributors or resellers if Shiva lowers its prices for such products. Revenues
were reduced by provisions for product returns of $7.4 million, $7.1 million and
$4.9 million in fiscal 1995, 1994 and 1993, respectively. Reserves for product
returns were $4.6 million, $3.3 million, and $2.1 million at December 30, 1995,
December 31, 1994 and January 1, 1994, respectively. Although Shiva believes
that it has adequate reserves to cover product returns and price reductions,
there can be no assurance that the Company will not experience significant
returns or price protection adjustments in the future or that such reserves will
be adequate to cover such returns and price reductions.
DEPENDENCE ON SUBCONTRACTORS AND SUPPLIERS
Shiva is dependent on two subcontractors for the manufacture of significant
portions of its remote access products. If these subcontractors were to become
unable or unwilling to continue to manufacture Shiva's key products in required
volumes, the Company would have to identify and qualify acceptable additional
subcontractors. This qualification process could be lengthy and no assurances
can be given that any additional sources will become available to the Company on
a timely basis. In addition, the chipsets used in certain of Shiva's Token Ring
connectivity products and modem products are currently available only from IBM
and Rockwell, respectively. To date, Shiva has not experienced significant
delays in the receipt of key components. Certain of the components of the
ShivaIntegrator product line are currently available only from Intel, Motorola
and Matra Harris. The inability to obtain sufficient key components as required,
or to develop alternative sources if and as required in the future, could result
in delays or reductions in product shipments which, in turn, could have a
material adverse effect on Shiva's results of operations.
The Company's manufacturing strategy is to optimize cost, quality, delivery
and flexibility to the Company's customer base through a leveraged external
manufacturing model. This strategy allows capacity increases while avoiding the
capital investment required to establish and maintain additional manufacturing
facilities. The Company believes that this strategy allows it to focus its
resources on product design, quality assurance, marketing, and customer support.
Although the Company believes that new suppliers could be evaluated and
integrated in a relatively short period of time, this strategy could lead to
short-term product supply interruptions.
POTENTIAL ADVERSE EFFECT OF ANY INABILITY TO MANAGE GROWTH
Shiva is currently experiencing a period of rapid growth which has placed,
and could continue to place, a significant strain on its resources. This strain
has been increased by the acquisition of Spider. If Shiva's management is unable
to manage any future growth effectively, Shiva's results of operations could be
adversely affected.
DEPENDENCE ON HIGHLY-SKILLED PERSONNEL
Shiva believes that its future success will also depend in large part upon
its ability to attract and retain highly skilled technical, managerial and
marketing personnel including, in particular, additional management personnel in
the areas of research and development and technical support. Competition for
such personnel is intense. There
-7-
<PAGE> 12
can be no assurance that Shiva will be successful in attracting and retaining
the personnel it requires to continue to grow.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
Although Shiva believes that its continued success will depend primarily on
continuing innovation, sales, marketing and technical expertise, the quality of
product support and customer relations, Shiva must also protect the proprietary
technology contained in its products. Shiva has applications pending for four
United States patents but does not currently hold any patents, relying instead
on a combination of copyright, trademark, trade secret laws and contractual
provisions to establish and protect proprietary rights in its products. The
Company typically enters into confidentiality and/or license agreements with its
employees, strategic technology partners, indirect channel marketing partners,
customers and suppliers and limits access to and distribution of its proprietary
information.
There can be no assurance that these protections will be adequate to deter
misappropriation of the Company's technologies or independent third-party
development of similar technologies. In addition, the laws of some countries do
not protect the Company's proprietary rights to the same extent as do the laws
of the United States.
The Company is subject to the risk of litigation alleging infringement of
third-party intellectual property rights. There can be no assurance that third
parties will not assert infringement claims against the Company with respect to
current or future products. Any such assertion could require the Company to pay
damages and could require the Company to develop non-infringing technology or
acquire licenses to the technology that is the subject of asserted infringement
resulting in product delays or increased costs or both.
ADVERSE EFFECT OF FLUCTUATIONS IN ECONOMIC AND MARKET CONDITIONS
The demand for Shiva's products depends in large part upon the general
demand for computer networks. General demand for computing related equipment
fluctuates from time to time based on numerous factors, including capital
spending levels and general economic conditions. The market for remote access
products is relatively new, and therefore Shiva believes that current economic
conditions have not had an adverse effect on its business. However, there can be
no assurance that future declines of computer and related equipment sales, as a
result of general economic conditions, or any other reason, would not have an
adverse effect on the Company's results of operations.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial numbers of shares of the Company's Common Stock in the
public market could adversely affect the market price of the Common Stock.
POTENTIAL ADVERSE EFFECTS OF ANTI-TAKEOVER PROVISIONS; RIGHTS PLAN; POSSIBLE
ISSUANCE OF PREFERRED STOCK
The Company's Restated Articles of Organization and Restated By-laws
contain provisions that may make it more difficult for a third party to acquire,
or discourage acquisition bids for, the Company. Moreover, the Company is
subject to an anti-takeover provision of the Massachusetts General Laws which
prohibits, subject to certain exceptions, a holder of 5% or more of the
outstanding voting stock of the Company from engaging in certain activities with
the Company, including a merger, stock or asset sale. These provisions could
limit the price that certain investors might be willing to pay in the future for
shares of the Company's Common Stock. In addition, the Company has adopted a
Rights Plan pursuant to which the Company will distribute to its stockholders
rights to purchase shares of junior participating preferred stock. Upon certain
triggering events, such rights become exercisable to purchase the Company's
Common Stock at a price substantially discounted from the then applicable market
price of the Company's Common Stock. The Rights Plan could have the effect of
discouraging a merger or
-8-
<PAGE> 13
tender offer involving the securities of the Company that is not approved by the
Company's Board of Directors by increasing the cost of effecting any such
transaction and, accordingly, could have an adverse impact on stockholders who
might want to vote in favor of such merger or participate in such tender offer.
Also, shares of the Company's Preferred Stock may be issued in the future
without further stockholder approval and upon such terms and conditions, and
having such rights, privileges and preferences, as the Board of Directors may
determine. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of any holders of Preferred Stock that may
be issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or discouraging a third party from acquiring, a majority
of the outstanding voting stock of the Company. The Company has no present plans
to issue any shares of Preferred Stock, although shares of Preferred Stock are
reserved for issuance under the Rights Plan.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table provides certain information with respect to the Shares
held by each Selling Stockholder, certain of whom may be deemed to have been
affiliates of Spider (the "Majority Stockholders") and others (the "Other
Stockholders"). The Shares may be offered from time to time by any of the
Selling Stockholders. Because the Selling Stockholders may sell all or any part
of their Shares pursuant to this Prospectus, no estimate can be given as to the
number of Shares that will be held by each Selling Stockholder upon termination
of this offering. See "Plan of Distribution."
-9-
<PAGE> 14
<TABLE>
<CAPTION>
Number of Shares of Number of Shares
Common Stock of Common Stock
Beneficially Owned Which May be
Name Prior to this Offering (1) Sold in This Offering
---- -------------------------- ---------------------
<S> <C> <C>
MAJORITY STOCKHOLDERS
Peter H. Howells (2) 2,116 1,748
W&J Burness (Trustees) Limited as Trustees of the
Peter Palmer Liferent Trust (3) 144,780 110,032
Barnes Thomson Management Services Limited (4) 106,386 84,748
Andrew Broughton Davis (5) 122,914 103,538
W&J Burness (Trustees) Limited as Trustees of the 206,778
Nicholas Felisiak Liferent Trust (6) 222,530
William Martin Ritchie 53,150 40,000
W&J Burness (Trustees) Limited as Trustees of the
DJ Martin Liferent Trust (7) 119,396 106,366
Wm. Martin Ritchie and Mrs. Mairi Ritchie as
Trustees of the W M Ritchie Liferent Trust (8) 16,344 12,000
Graham A.D. Wallace 8,818 6,068
OTHER STOCKHOLDERS
Keith Richard Smith 1,204 586
Mahmood Nasir 1,344 1,262
Horst Roedel 1,032 968
Nigel Chappel 1,032 968
Lynn Hammond 720 676
Phillip Perkins 720 676
Craig Stabler 648 608
Phil Cantore 408 382
Brian Gavin 216 202
Julian Welch 216 202
</TABLE>
-10-
<PAGE> 15
<TABLE>
<S> <C> <C>
Mike Fogg 216 202
Lawrence Dearling 168 156
Paul Elliott 96 90
Adalbert Reidl 72 66
TOTAL: 804,526 678,322
======= =======
<FN>
- ---------------------
(1) Includes certain shares held in escrow.
(2) Mr. Howells serves as the Company's Vice President, Network Integration Group.
(3) The Trustees of such trust have the sole authority to hold or dispose of,
and to vote all securities held by the trust. The income of the trust is
payable to Peter Palmer and charitable beneficiaries; the principal of
such trust may be paid to Mr. Palmer and charitable beneficiaries at the
discretion of the Trustees.
(4) Barnes Thomson Management Services Limited is the general partner of
Syntech Information Technology Second Fund (the "Fund"), an investment
partnership formed under the laws of the United Kingdom, and holds such
shares for the benefit of its partners. The limited partners of the Fund
include Coal Pension Venture Nominees Limited (formerly known as CIN
Venture Nominees Limited), Railway Pension Venture Capital Limited and
NatWest Ventures Investments Limited.
(5) Includes 36,194 shares owned by the A.B. Davis Liferent Trust of which
Mr. Davis and Valerie June Wilson are co-trustees. The Trustees of such
trust have the sole authority to hold or dispose of, and to vote all
securities held by the trust. The income of the trust is payable to Mr.
Davis; the principal of such trust may be paid to Mr. Davis at the
discretion of the Trustees.
(6) The Trustees of such trust have the sole authority to hold or dispose of,
and to vote all securities held by the trust. The income of the trust is
payable to Nicholas C. Felisiak; the principal of such trust may be paid
to Mr. Felisiak at the discretion of the Trustees.
(7) The Trustees of such trusts have the sole authority to hold or dispose
of, and to vote all securities held by the trusts. The income of the
trusts is payable, respectively, to D. John M. Martin, and each of his
children; the principal of such trusts may be paid to such persons at the
discretion of the Trustees.
(8) The Trustees of such trusts have the sole authority to hold or dispose
of, and to vote all securities held by the trusts. The income of the
trusts is payable, respectively, to Wm. Martin Ritchie and each of his
children; the principal of such trusts may be paid to such persons at the
discretion of the Trustees.
</TABLE>
In June 1995, the Company entered into an agreement to acquire Spider
Systems Limited ("Spider"), a leading digital internetworking company based in
Edinburgh, U.K., through the issuance of approximately 3,923,606 shares of its
common stock (the "Spider Acquisition"). The Spider Acquisition was completed on
August 22, 1995, and has been accounted for as a pooling of interests.
Approximately 235,428 of the 3,923,606 shares of Common Stock issued in the
Spider Acquisition were placed in escrow (the "Escrow Shares") to satisfy any
indemnification claims brought by Shiva based on a breach of any of the
representations and warranties relating to the business of Spider and a possible
claim against Spider by former employees of Spider relating to the purchase last
year by the Spider ESOP Trust of their Spider ordinary shares. This Prospectus
does not relate to the Escrow Shares.
In connection with the Spider Acquisition, certain stockholders of Spider,
including the Majority Stockholders, executed a Registration Rights Agreement
(the "Registration Rights Agreement") pursuant to which
-11-
<PAGE> 16
they were granted certain registration rights for the Common Stock of the
Company issued pursuant to the Spider Acquisition. The Company is fulfilling its
obligations under the terms of the Registration Rights Agreement in connection
with the registration of the Shares being offered pursuant to this Prospectus.
The Spider Acquisition is more fully described in the Company's Current
Report on Form 8-K dated as of August 22, 1995.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholders for
their own accounts. The Company will receive none of the proceeds from this
offering.
The Shares covered by this Prospectus may be sold by the Selling
Stockholders or by pledgees, donees, transferees or other successors in
interest. Such sales may be made at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. The Shares may be sold by one or more of
the following: (a) one or more block trades in which a broker or dealer so
engaged will attempt to sell all or a portion of the Shares held by a Selling
Stockholder as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers will receive compensation in negotiated amounts in the form of
discounts, concessions, commissions or fees from the Selling Stockholders and/or
the purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Such brokers or
dealers or other participating brokers or dealers and the Selling Stockholders
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, in connection with such sales.
Any securities covered by this Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act of 1933, as amended, may be sold under Rule
144 rather than pursuant to this Prospectus.
The Company intends to maintain the effectiveness of this Prospectus for
approximately a 120 day period; provided, however, that if at certain times the
Company is in possession of material nonpublic information that it determines in
good faith that it is not advisable to disclose in a registration statement but
which information would otherwise be required by the Securities Act to be
disclosed in a registration statement, then Shiva may by written notice
immediately suspend the right of the Selling Stockholders to sell shares
pursuant to this registration statement.
The Registration Rights Agreement entered into by the Company and certain
of the Selling Stockholders provides that the Company will indemnify such
Selling Stockholders for any losses incurred by them in connection with actions
arising from any untrue statement of a material fact in the Registration
Statement or any omission of a material fact required therein, unless such
statement or omission was made in reliance on written information furnished to
the Company by the Selling Stockholders. Similarly, such agreements provide that
each Selling Stockholder will indemnify the Company and its officers and
directors for any losses incurred by them in connection with any actions arising
from any untrue statement of material fact in the Registration Statement or any
omission of a material fact required therein, if such statement or omission was
made in reliance on written information furnished to the Company by such Selling
Stockholders. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
-12-
<PAGE> 17
The Company will inform the Selling Stockholders that the antimanipulative
rules under the Securities and Exchange Act of 1934 (Rules 10b-5 and 10b-6) may
apply to sales in the market and will furnish upon request the Selling
Stockholders with a copy of these Rules. The Company will also inform the
Selling Stockholders of the need for delivery of copies of this Prospectus.
LEGAL MATTERS
Legal matters in connection with the validity of the issuance of the
securities offered hereby have been passed upon for the Company by Testa,
Hurwitz & Thibeault, High Street Tower, 125 High Street, Boston, Massachusetts
02110. Certain attorneys at Testa, Hurwitz & Thibeault own an aggregate of 1,600
shares of Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended December 30,
1995 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given the authority of said firm as experts in
auditing and accounting.
-13-
<PAGE> 18
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus and,
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to sell, any securities other than the registered securities to which it
relates, or an offer to or solicitation of any person in any jurisdiction where
such an offer or solicitation would be unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
---------------
TABLE OF CONTENTS
Page
----
Available Information........................... 2
Incorporation of Certain Information
by Reference................................. 2
Trademarks...................................... 3
The Company..................................... 4
Risk Factors.................................... 4
Use of Proceeds................................. 9
Selling Stockholders............................ 9
Plan of Distribution............................ 12
Legal Matters................................... 13
Experts......................................... 14
================================================================================
================================================================================
678,322 Shares
Shiva Corporation
Common Stock
---------------
PROSPECTUS
---------------
June __, 1996
================================================================================
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the distribution of the
securities being registered are:
<CAPTION>
<S> <C>
SEC registration fee........................ $ 7,207
Legal fees and expenses..................... 20,000
Accounting fees and expenses................ 15,000
Miscellaneous .............................. 2,793
-------
Total....................................... $45,000
=======
</TABLE>
None of the above expenses will be paid by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the Massachusetts General Laws
("Section 67") provides that a corporation may indemnify its directors and
officers to the extent specified in or authorized by: (i) the articles of
organization, (ii) a by-law adopted by the stockholders, or (iii) a vote adopted
by the holders of a majority of the shares of stock entitled to vote on the
election of directors. In all instances, the extent to which a corporation
provides indemnification to its directors and officers under Section 67 is
optional. In its Restated By-Laws, the Company has elected to commit to provide
indemnification to its directors and officers in specified circumstances.
Generally, Article V, Section 2 of the Company's Restated By-laws indemnifies
directors and officers of the Company against liabilities and expenses arising
out of legal proceedings brought against them by reason of their status as
directors or officers or by reason of their agreeing to serve, at the request of
the Company, as a director or officer with another organization. Under this
provision, a director or officer of the Company shall be indemnified by the
Company for all costs and expenses (including attorneys' fees), judgments,
liabilities and amounts paid in settlement of such proceedings, liabilities and
amounts paid in settlement of such proceedings, even if he is not successful on
the merits, if he acted in good faith in the reasonable belief that his action
was in the best interest of the Company. The board of directors may authorize
advancing litigation expenses to a director or officer at his request upon
receipt of an undertaking by such director or officer to repay such expenses if
it is ultimately determined that he is not entitled to indemnification for such
expenses.
Article 6 of the Company's Restated Articles of Organization
eliminates the personal liability of the Company's directors to the Company or
its stockholders for monetary damages for breach of a director's fiduciary duty,
except to the extent Chapter 156B of the Massachusetts General Laws prohibits
the elimination or limitation of such liability.
The "Recommended Offers by Dundas and Wilson CS on behalf of
Shiva Corporation" dated June 16, 1995 (the "Offer Document") provides that the
Majority Stockholders (as defined therein) will indemnify the Company and its
officers and directors with respect to the statements of the business and
affairs of Spider as set forth in the Offer Document. Any indemnification
pursuant to this section shall be limited to the shares of Common Stock held in
escrow following the closing date. In addition, each Majority Stockholder,
severally and not jointly, has agreed to indemnify the Company and its officers
and directors against and has agreed to hold the Company and its officers and
directors harmless from any and all damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding) ("Loss") incurred or suffered by the Company and its officers and
directors arising out of any misrepresentation or breach of a warranty made by
such Majority Stockholder pursuant to the Agreement and Undertaking dated as of
June 13, 1995, provided that (i) a Majority Stockholder shall only be liable for
any misrepresentations or breaches of warranties made by himself or itself and
(ii) a Majority Stockholder's maximum liability shall not extend beyond the
number of shares of the Company's Common Stock received by
II-1
<PAGE> 20
such Majority Stockholder in connection with the Spider Acquisition (including
shares of the Company's Common Stock held in escrow on his or its behalf.)
The Registration Rights Agreement provides for indemnification
by the Selling Stockholders of directors, officers and controlling persons of
the Company against certain liabilities, including liabilities under the Act,
under certain circumstances.
The Company has obtained directors and officer's liability
insurance for the benefit of its directors and certain of its officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBITS:
---------
<S> <C>
2.3** Agreement and Undertaking dated as of June 13, 1995 between the Registrant, Spider, Certain
Shareholders of Spider and the Executive Directors of Spider.
2.4** Recommended Offers by Dundas & Wilson CS on behalf of Shiva Corporation for the whole of
the issued and to be issued share capital of Spider Systems Limited.
4.1+ Form of Restated Articles of Organization of the Registrant.
4.2* Form of Restated By-laws of the Registrant.
4.3** Registration Rights Agreement dated as of June 13, 1995 between the Registrant and the
shareholders named therein.
4.4*** Rights Agreement, dated as of September 29, 1995, between Shiva Corporation 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.
4.5**** Specimen certificate representing the Common Stock.
5.1+ Opinion of Testa, Hurwitz & Thibeault.
24.1**** Consent of Price Waterhouse LLP.
24.2**** Consent of Coopers & Lybrand LLP.
24.3+ Consent of Testa, Hurwitz & Thibeault (contained in Exhibit 5.1).
25.1+ Power of Attorney (contained on page II-4 of this Registration Statement).
<FN>
-------------------
* Incorporated herein by reference to the Company's Registration
Statement on Form S-1 (File No. 33-84884).
** Incorporated herein by reference to the Company's Registration
Statement on Form S-1 (File No. 33-94134).
*** Incorporated herein by reference to the Company's Registration
Statement on Form S-1 (File No. 33-97216).
</TABLE>
II-2
<PAGE> 21
**** Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended December 30, 1995.
+ Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person or the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 22
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. 1 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 4th day of June, 1996.
SHIVA CORPORATION
By: /s/ Cynthia M. Deysher
------------------------------
Cynthia M. Deysher, Senior Vice President,
Finance and Administration and Chief
Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed by the following persons in the capacities and on the date
indicated:
<CAPTION>
Signatures Title(s) Date
---------- -------- ----
<S> <C> <C>
* President, Chief Executive Officer June 4, 1996
- ------------------------ and Chairman of the Board of
Frank A. Ingari Directors (principal executive
officer)
/s/ Cynthia M. Deysher Senior Vice President, Finance and June 4, 1996
- ------------------------ Administration and Chief Financial
Cynthia M. Deysher Officer (principal financial and
accounting officer)
* Director June 4, 1996
- ------------------------
David C. Cole
* Director June 4, 1996
- ------------------------
L. John Doerr
* Director June 4, 1996
- ------------------------
Henry F. McCance
* Director June 4, 1996
- ------------------------
Paul C. O'Brien
* Director June 4, 1996
- ------------------------
Mitchell E. Kertzman
* By: /s/ Cynthia M. Deysher
-----------------------
Cynthia M. Deysher
Attorney-in-Fact
</TABLE>
II-4
