SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 3, 1998
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
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Commission File Number 0-24918
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SHIVA CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2889151
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
28 Crosby Drive, Bedford, MA 01730
(Address of principal executive offices, including Zip Code)
(781) 687-1000
(Registrant's telephone number, including area code)
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Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
Series A Junior Participating Preferred Stock, $.01 par value
(title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES /X/ NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant was approximately $280,236,069 based on
the closing price of the Common Stock on the Nasdaq Stock Market
on January 30, 1998.
The number of shares outstanding of the registrant's Common Stock
as of January 30, 1998 was 29,692,315.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the registrant's Proxy Statement for the Annual
Meeting of Stockholders to be held June 18, 1998 are incorporated
by reference into Part III hereof.
2. Portions of the registrant's 1997 Annual Report to
Stockholders for the fiscal year ended January 3, 1998 are
incorporated by reference into Parts I, II and IV hereof.
<PAGE>
EXPLANATORY NOTE
This Form 10-K/A of Shiva Corporation is filed solely to file an
amended version of Exhibit 23.1.
ITEM 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K
(a) (1) Consolidated Financial Statements.
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The following consolidated financial statements and the Report of
Independent Accountants are included in the Company's 1997 Annual
Report to Stockholders and are incorporated herein by reference.
Report of Independent Accountants for the years ended January
3, 1998, December 28, 1996 and December 30, 1995
Consolidated Balance Sheet as of January 3, 1998 and December
28, 1996
Consolidated Statement of Operations for the years ended
January 3, 1998, December 28, 1996 and December 30, 1995
Consolidated Statement of Changes in Stockholders Equity for
the years ended January 3, 1998, December 28, 1996 and
December 30, 1995
Consolidated Statement of Cash Flows for the years ended
January 3, 1998, December 28, 1996 and December 30, 1995
Notes to Consolidated Financial Statements
The Company's 1997 Annual Report to Stockholders is not to be
deemed filed as part of this report except for those parts
thereof specifically incorporated herein by reference.
(a) (2) Financial Statement Schedules.
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Page
Schedule I Report of Independent
Accountants on Financial
Statement Schedule S-1
Schedule II Valuation and Qualifying
Accounts S-2
Schedules not listed above have been omitted because they are not
applicable, not required, or the information required to be set
forth therein is included in the consolidated financial
statements or the notes thereto.
(a) (3) List of Exhibits.
---------------- The following exhibits are
filed as part of, or incorporated by reference into, this report
on Form 10-K:
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
<S> <C>
3.1 Restated Articles of Organization of the Company. (1)(5)
3.2 Restated By-Laws of the Company. (1)
4.1 Specimen certificate representing the Common Stock. (8)
4.2 Rights Agreement dated as of September 29, 1995, between
the Company 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 Rights to Purchase Preferred
Stock. (4)
10.1 Registration Rights Agreement dated as of September 3,
1991 by and among the Company and the Investors named
therein, as amended by the Amendment to Registration
Rights Agreement dated as of March 29, 1993, as further
amended by the Amendment No. 2 to Registration Rights
Agreement dated as of July 28, 1993 and as further
amended by an Amendment dated June 13, 1995. (3)
10.2 Amended and Restated 1988 Stock Plan, as amended. (3)(6)
10.3 1994 Non-Employee Director Stock Option Plan. (1)(6)
10.4 1994 Employee Stock Purchase Plan. (1)(6)
10.5 1997 Stock Incentive Plan (6)
10.6 Employment Agreement dated September 15, 1994 by and
between the Company and Frank A. Ingari. (1)(6)
10.7 Incentive and Non-Qualified Stock Option Agreement dated
October 19, 1993 between the Company and Frank A.
Ingari. (1)(6)
10.8 Promissory Note dated December 22, 1997 by and between
the Company and Frank A. Ingari. (6)
10.9 Letter Agreement dated April 28, 1997 by and between
the Company and James L. Zucco, Jr., regarding offer of
employment as President and Chief Operating Officer and
compensation. (6) (9)
10.10 Promissory Note dated September 8, 1997 by and between
the Company and James L. Zucco, Jr. (6) (10)
10.11 Letter Agreement dated July 9, 1997 by and between the
Company and James F. Finucane, regarding offer of
employment and compensation as Senior Vice President,
Engineering. (6) (10)
10.12 Letter Agreement dated August 27, 1997 by and between
the Company and Michael J. Duffy, regarding offer of
employment and compensation as Senior Vice President,
Worldwide Sales. (6) (10)
10.13 Letter Agreement dated December 18, 1997 by and between
the Company and Robert P. Cirrone regarding offer of
employment and compensation as Senior Vice President,
Finance and Administration and Chief Financial Officer.
(6)
10.14 Agreement and General Release dated October 24, 1997 by
and between the Company and Jean-Pierre Boespflug. (6)
10.15 Agreement dated March 21, 1997 between the Company and
Northern Telecom Limited ("Nortel"). (2) (11)
10.16 Lease by and between Beacon Properties, L.P., Landlord
and the Company Tenant, ("Beacon Lease") dated September
5, 1995. (4)
10.17 Amendment #1 to the Beacon Lease, dated October 23, 1995
(8)
10.18 Amendment #2 to the Beacon Lease, dated January 17,1996
(8)
10.19 Lease by and between Walford Company c/o Bernard H.
Kayden, Landlord, and the Company, Tenant, ("Walford
Lease") dated May 24, 1996 (7)
11.1 Statement re: Computation of Per Share Earnings
13.1 Certain portions of the Company's 1997 Annual Report to
Stockholders that have been incorporated herein by
reference.
21.1 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
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<FN>
(1) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-84884)
(2) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the first quarter 1997.
(3) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-94134)
(4) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-97216)
(5) Incorporated herein by reference to the Company's
Registration Statement on Form S-3 (File No. 333-602)
(6) Indicates a management contract or any compensatory plan or
arrangement
(7) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for second quarter 1996.
(8) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for fiscal year 1995.
(9) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the second quarter 1997
(10) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the third quarter 1997
(11) Confidential treatment granted as to certain portions.
----------------------------------------------------
</TABLE>
(b) Reports on Form 8-K: The Company filed a Current Report
on Form 8-K dated February 20, 1998 pursuant to the Item 5
thereof, reporting the Company's announcement of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No. 1 to Form 10-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: April 9, 1998 SHIVA CORPORATION
(Registrant)
By: /s/ Robert P. Cirrone
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Robert P. Cirrone
Senior Vice President
Finance and Administration
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
<S> <C>
3.1 Restated Articles of Organization of the Company. (1)(5)
3.2 Restated By-Laws of the Company. (1)
4.1 Specimen certificate representing the Common Stock. (8)
4.2 Rights Agreement dated as of September 29, 1995, between
the Company 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 Rights to Purchase Preferred
Stock. (4)
10.1 Registration Rights Agreement dated as of September 3,
1991 by and among the Company and the Investors named
therein, as amended by the Amendment to Registration
Rights Agreement dated as of March 29, 1993, as further
amended by the Amendment No. 2 to Registration Rights
Agreement dated as of July 28, 1993 and as further
amended by an Amendment dated June 13, 1995. (3)
10.2 Amended and Restated 1988 Stock Plan, as amended. (3)(6)
10.3 1994 Non-Employee Director Stock Option Plan. (1)(6)
10.4 1994 Employee Stock Purchase Plan. (1)(6)
10.5 1997 Stock Incentive Plan (6)
10.6 Employment Agreement dated September 15, 1994 by and
between the Company and Frank A. Ingari. (1)(6)
10.7 Incentive and Non-Qualified Stock Option Agreement dated
October 19, 1993 between the Company and Frank A.
Ingari. (1)(6)
10.8 Promissory Note dated December 22, 1997 by and between
the Company and Frank A. Ingari. (6)
10.9 Letter Agreement dated April 28, 1997 by and between
the Company and James L. Zucco, Jr., regarding offer of
employment as President and Chief Operating Officer and
compensation. (6) (9)
10.10 Promissory Note dated September 8, 1997 by and between
the Company and James L. Zucco, Jr. (6) (10)
10.11 Letter Agreement dated July 9, 1997 by and between the
Company and James F. Finucane, regarding offer of
employment and compensation as Senior Vice President,
Engineering. (6) (10)
10.12 Letter Agreement dated August 27, 1997 by and between
the Company and Michael J. Duffy, regarding offer of
employment and compensation as Senior Vice President,
Worldwide Sales. (6) (10)
10.13 Letter Agreement dated December 18, 1997 by and between
the Company and Robert P. Cirrone regarding offer of
employment and compensation as Senior Vice President,
Finance and Administration and Chief Financial Officer.
(6)
10.14 Agreement and General Release dated October 24, 1997 by
and between the Company and Jean-Pierre Boespflug. (6)
10.15 Agreement dated March 21, 1997 between the Company and
Northern Telecom Limited ("Nortel"). (2) (11)
10.16 Lease by and between Beacon Properties, L.P., Landlord
and the Company Tenant, ("Beacon Lease") dated September
5, 1995. (4)
10.17 Amendment #1 to the Beacon Lease, dated October 23, 1995
(8)
10.18 Amendment #2 to the Beacon Lease, dated January 17,1996
(8)
10.19 Lease by and between Walford Company c/o Bernard H.
Kayden, Landlord, and the Company, Tenant, ("Walford
Lease") dated May 24, 1996 (7)
11.1 Statement re: Computation of Per Share Earnings
13.1 Certain portions of the Company's 1997 Annual Report to
Stockholders that have been incorporated herein by
reference.
21.1 Subsidiaries of the Company.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Deloitte & Touche LLP
27 Financial Data Schedule
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<FN>
(1) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-84884)
(2) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the first quarter 1997.
(3) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-94134)
(4) Incorporated herein by reference to the Company's
Registration Statement on Form S-1 (File No. 33-97216)
(5) Incorporated herein by reference to the Company's
Registration Statement on Form S-3 (File No. 333-602)
(6) Indicates a management contract or any compensatory plan or
arrangement
(7) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for second quarter 1996.
(8) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for fiscal year 1995.
(9) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the second quarter 1997
(10) Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the third quarter 1997
(11) Confidential treatment granted as to certain portions.
----------------------------------------------------
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-3 (File Nos.
333-10663 and 333-10951) and Registration Statements on Form S-8 (File
Nos. 333-38269, 333-27719, 333-86514, 333-04231, 333-08561 and 333-12895)
of Shiva Corporation and its subsidiaries of our report dated January 27,
1998, appearing in the Annual Report to Shareholders which is incorported
in this Annual Report on Form 10-K. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which
appears as Schedule I to this Form 10-K.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Boston, Massachusetts
March 26, 1998
<PAGE>
