<PAGE> 1
As filed with the Securities and Exchange Commission on July 25, 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)
</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)
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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 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.
<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 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
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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 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
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Cynthia M. Deysher
Attorney-in-Fact
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