SECURITIES AND EXCHANGE SECURITIES
WASHINGTON, D.C. 02549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: February 18, 1998
(Date of Earliest Event Reported) -----------------
SHIVA CORPORATION
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(Exact Name of Registrant as Specified in its Charter}
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-24918 04-2889151
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(Commission File Number) (IRS Employer Identification No.)
28 Crosby Drive, Bedford. Massachusetts 01730
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(Address of principal executive offices) (Zip Code)
(781) 687-1000
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
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On February 18, 1998, Shiva Corporation, a Massachusetts
corporation (the "Registrant"), announced the execution of a
definitive agreement to acquire the majority of the assets of
privately-held Isolation Systems, Limited, an Ontario
corporation, for approximately US$37 million in cash, subject to
closing adjustments. The Registrant's press release, dated
February 18, 1998, is attached as an exhibit hereto and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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99.1 Press Release dated February 18, 1998
<PAGE>
SIGNATURES
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 hereunto duly authorized.
Date: February 20, 1998 SHIVA CORPORATION
(Registrant)
/s/ Robert P. Cirrone
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By: Robert P. Cirrone
Senior Vice President
Finance and Administration and
Chief Financial Officer
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE
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Contact: Martina Moscone Karen A. Wharton
Lois Paul & Partners Senior Director,
Investor Relations
781.238-5782 Shiva Corporation
[email protected] 781.687.1551
[email protected]
SHIVA CORPORATION ACQUIRES ISOLATION SYSTEMS, LIMITED,
LEADING PROVIDER OF VIRTUAL PRIVATE NETWORKING SOLUTIONS
Complements Shiva's Corporate Strategy to Provide
Business Grade Connections over Public Networks
BEDFORD, Mass., February 18, 1998 -- Shiva Corporation (Nasdaq:
SHVA), a leading provider of remote access solutions, today
announced a definitive agreement to acquire the majority of the
assets of privately-held Isolation Systems, Limited, for
approximately $37 million in cash, subject to closing
adjustments. Isolation Systems is a premier developer of virtual
private network (VPN) hardware and software solutions based in
Toronto, Ontario. Its award-winning VPN product has been in
production shipment since April 1997, and is currently installed
at over 100 customer sites spanning various industry sectors.
Unlike other VPN products, Isolation's InfoCrypt network gateway
integrates tunneling, firewall, X.509 digital certificate
authentication, encryption and key management into a single, high-
performance solution. Coupled with Shiva's widely-deployed
direct dial remote access systems, Isolation's VPN technology
will allow Shiva to deliver a complete, next-generation remote
access system that integrates both direct dial and VPN
connectivity under one management platform.
In connection with the acquisition, Shiva expects to
recognize a substantial portion of the purchase price as a one-
time charge for in-process research and development in the first
quarter of fiscal 1998. The acquisition is expected to be
completed by March 31, 1998, subject to various closing
conditions.
"Early indicators show the market for VPNs growing to a $1.5
billion business by the year 2001," said James L. Zucco,
president and CEO of Shiva Corporation. "The acquisition of
Isolation Systems complements Shiva's strategic thrust to connect
employees, customers and partners to business networks with
products that minimize communications and operations costs, while
giving them the secure and reliable access they need."
"There is a complete fit between Shiva's and Isolation's
technology, products, people and vision for the evolution of
VPNs," said Osama Arafat, co-president and vice president of
engineering for Isolation Systems. Stuart Lombard, Isolation
Systems co-president and vice president of marketing, added,
"Shiva's installed base and worldwide distribution channels open
up new markets for Isolation's products."
Shiva's Zucco continued, "Isolation Systems has an
impressive record in deploying virtual private network
connectivity. With the addition of the Isolation people and
technology, Shiva raises the bar for what corporations should
expect from remote access vendors. As a result of this
acquisition, Shiva plans to deliver an integrated solution for
direct dial and VPN connectivity with a common management system.
With this solution corporations can use direct dial for local
access and time-sensitive applications, and VPN for reducing long-
distance charges."
Products and Technology
Through this acquisition, Shiva gains superior technology to
advance and expand its existing, market-leading product lines.
Isolation's differentiators lie in its InfoCrypt network gateway,
which implements the latest VPN standards for IPSec, including
Authentication Header (AH), Encapsulated Security Payload Header
(ESP) and Industry Standard Architecture Key Management Protocol
(ISAKMP/Oakley). These features provide a secure, scaleable,
standards-based VPN solution that can be easily integrated into
any existing network architecture. Other key features include:
- Client software - a free-standing intelligent client for
Windows platforms, providing a complete, end-to-end solution
that is deployable immediately with minimal set-up;
- Hardware acceleration - an encryption acceleration engine
for superior performance with Digital Encryption Standard
(DES) and triple DES technology;
- Firewall - a fully integrated firewall, that includes
Network Address Translation (NAT), that protects and
conceals the internal network and provides for robust
access;
- Authentication - a pioneering Certificate Authority for
strong authentication which uses X.509 certificates and
makes it easy for IS managers to manage individual user
network access.
VPN Solutions For Business
By bringing together direct dial and VPN connectivity, Shiva
plans to deliver flexible systems that allow businesses to deploy
optimal remote access solutions. Isolation's technology augments
Shiva's direct dial offerings and delivers key benefits for
business applications:
- Remote access - Eliminate long distance charges for remote
and mobile workers by allowing dial-in through local ISP
points of presence.
- Intranet and LAN-to-LAN access - Reduce leased line costs by
connecting remote sites securely over the Internet.
- Extranet access - Enable new business applications such as
e-commerce, customer service and collaboration, by linking
partners and customers securely and reliably over the
Internet.
In addition, Shiva's VPN gateway is designed for the latest
public networking services, including cable modem access, xDSL
and future-generation, last-mile technologies.
Corporate Overviews
Isolation Systems, Ltd. is a world leader in the design and
manufacture of secure Virtual Private Network hardware and
software. The InfoCrypt Suite has received a Data Communications'
Tester's Choice award for Virtual Private Networking products,
and demonstrated interoperability at trials conducted by the
Automotive Network eXchange (ANX). The InfoCrypt Suite is
designed to ensure secure, authenticated and confidential
communications across any network. Information about Isolation
Systems and its products can be found at its web site:
http://www.isolation.com, or by calling 1-888-ENCRYPT.
About Shiva Corporation
SHIVA CONNECTS...
Shiva Corporation (Nasdaq: SHVA) is a leading, global provider of
remote access for business. Shiva connects employees, customers
and partners to business networks with industry-leading remote
access solutions. Its products, known for their ease of use, give
customers secure and reliable connectivity, while maximizing
performance and minimizing costs. The company was founded in
1985, and is based in Bedford, Mass., with offices worldwide.
(www.shiva.com)
# # #
Shiva, Shiva with design (the company logo), NetModem,
NetModem/E, NetBridge, NetSerial, TeleBridge, Hublet, LanRover,
LanRover Access Switch, AirSoft, ShivaPPP, ShivaIntegrator,
ShivaPort, PowerBurst, WebRover and EtherGate are registered
trademarks of Shiva Corporation. VantagePath, ShivOS, Tariff
Management, PowerSurf, ShivaRemote, Shiva Dial-In SDK, Shiva
AccessPort, ISSAK, Remote-Centric and DIAT are trademarks of
Shiva Corporation. All other trademarks belong to their
respective companies
