<PAGE> 1
As filed with the Securities and Exchange Commission on July 8, 1996
Registration No. 333-602
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
Massachusetts 04-2889151
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number)
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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)
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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)
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Copy to:
M. ELIZABETH POTTHOFF, ESQ.
General Counsel
Shiva Corporation
28 Crosby Drive
Bedford, MA 01730
(617) 270-8300
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<PAGE> 2
The Registrant hereby removes from registration under this Registration
Statement 678,322 shares of common stock, $.01 par value per share (the "Common
Stock"), registered hereunder (the "Offered Shares"), less an indeterminate
number of Offered Shares that have 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, an indeterminate number of Offered Shares had been
sold 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 678,332 Offered Shares, less an
indeterminate number of Offered Shares that have been sold pursuant to this
Registration Statement prior to the date hereof.
<PAGE> 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 8th day of July, 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
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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:
<CAPTION>
Signatures Title(s) Date
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<S> <C> <C>
* President, Chief Executive Officer July 8, 1996
- ----------------------------- and Chairman of the Board of
Frank A. Ingari Directors (principal executive
officer)
/s/ Cynthia M. Deysher Senior Vice President, Finance and July 8, 1996
- ----------------------------- Administration and Chief Financial
Cynthia M. Deysher Officer (principal financial and
accounting officer)
* Director July 8, 1996
- ----------------------------
David C. Cole
* Director July 8, 1996
- ----------------------------
L. John Doerr
* Director July 8, 1996
- ----------------------------
Henry F. McCance
* Director July 8, 1996
- ----------------------------
Paul C. O'Brien
* Director July 8, 1996
- ----------------------------
Mitchell E. Kertzman
<FN>
* By: /s/ Cynthia M. Deysher
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Cynthia M. Deysher
Attorney-in-Fact
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