-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AZlH6wekBENKH3xyy+E7z///jaG2EmdHcMXX/dejt54ElROg3CJg40qF32roakcA q1o+5iI5gUrUdNGvMSQBVg== 0000950135-97-000553.txt : 19970222 0000950135-97-000553.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950135-97-000553 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19970213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHIVA CORP CENTRAL INDEX KEY: 0000879136 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 042889151 STATE OF INCORPORATION: MA FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24918 FILM NUMBER: 97529552 BUSINESS ADDRESS: STREET 1: 28 CROSBY DR CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172708300 MAIL ADDRESS: STREET 1: 28 CROSBY DR CITY: BEDFORD STATE: MA ZIP: 01730 10-Q/A 1 SHIVA CORPORATION AMENDMENT NO 1 TO FORM 10-Q 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 to Form 10-Q (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended June 29, 1996 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from _____ to _____ Commission File Number 0-24918 ------- SHIVA CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-2889151 ------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 28 Crosby Drive, Bedford, MA 01730 (Address of principal executive offices, including Zip Code) (617) 270-8300 (Registrant's telephone number, including area code) ---------------------------- 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 for 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 --- --- The number of shares outstanding of the registrant's Common Stock as of June 29, 1996 was 28,493,368. - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Form 10-Q/A of Shiva Corporation is filed solely to amend the Exhibit Index included herein. 3 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
Exhibit No. Description of Exhibit ----------- ---------------------- 10.1(1) Lease by and between Walford Company, Landlord, and Shiva Corporation, Tenant dated May 24, 1996. 10.2+ Amendment #2 dated June 27, 1996 to the License and Development Agreement between Shiva Corporation and Microsoft Corporation dated March 4, 1994. 10.3+(1) First Amendment dated June 28, 1996 to the Development and License Agreement effective as of December 30, 1994 between Shiva Corporation and Hewlett-Packard Company. 10.4+ Letter Agreement dated March 15, 1996 between Shiva Corporation and Northern Telecom Limited to amend the Shiva/Nortel Contract dated May 15, 1995. 10.5+(1) First Amendment dated May 16, 1996 to the Shiva/Nortel Contract dated May 15, 1995. 11.0(1) Statement of Computation of Earnings per share included herein on page 14. 27.0(1) Financial Data Schedule. - -------------------- + Confidential treatment requested. (1) Previously filed.
4 (b) Reports on Form 8-K: The Company filed a Current Report on Form 8-K dated June 27, 1996, as amended by Amendment No. 1 on Form 8-K/A dated July 9, 1996 and Amendment No. 2 on Form 8-K/A dated August 13, 1996. The Current Report, as amended, announced the completion of the Company's acquisition of AirSoft, Inc. ("AirSoft"), a Delaware Corporation, in exchange for approximately 691,587 shares of the Company's Common Stock. Amendment No. 2 to the Current Report contained the following financial statements pursuant to Item 7 of Form 8-K for AirSoft: Balance Sheets as of December 31, 1995, December 31, 1994 and March 31, 1996; Statements of Operations for the years ended December 31, 1995, 1994 and 1993 and the three months ended March 31, 1996 (unaudited) and March 31, 1995 (unaudited); Statements of Stockholders' Equity for the years ended December 31, 1995, 1994 and 1993; and Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1993 and the three months ended March 31, 1996 (unaudited) and March 31, 1995 (unaudited). Amendment No. 2 to the Current Report also contained the following pro forma combined financial statements: Unaudited Pro Forma Combined Balance Sheet at March 30, 1996 and Unaudited Pro Forma Combined Statement of Operations for the years ended December 30, 1995, December 31, 1994 and January 1, 1994 and the three months ended March 30, 1996 and April 1, 1995. 5 SIGNATURE 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 thereunto duly authorized. SHIVA CORPORATION Date: February 13, 1997 by: /S/ Cynthia M. Deysher ------------------------ Cynthia M. Deysher Senior Vice President Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) 6 EXHIBIT INDEX The following exhibits are filed herewith.
Exhibit No. Description - ----------- ----------- 10.1(1) Lease by and between Walford Company, Landlord, and Shiva Corporation, Tenant dated May 24, 1996. 10.2+ Amendment #2 dated June 27, 1996 to the License and Development Agreement between Shiva Corporation and Microsoft Corporation dated March 4, 1994. 10.3+(1) First Amendment dated June 28, 1996 to the Development and License Agreement effective as of December 30, 1994 between Shiva Corporation and Hewlett-Packard Company. 10.4+ Letter Agreement dated March 15, 1996 between Shiva Corporation and Northern Telecom Limited to amend the Shiva/Nortel Contract dated May 15, 1995. 10.5+(1) First Amendment dated May 16, 1996 to the Shiva/Nortel Contract dated May 15, 1995. 11.0(1) Statement of Computation of Earnings per share included herein on page 14. 27.0(1) Financial Data Schedule. - -------------------- + Confidential treatment requested. (1) Previously filed.
EX-10.2 2 AMENDMENT NO 2 TO LICENSE & DEVELOPMENT AGREEMENT 1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. EXHIBIT 10.2 Amendment No. 2 to the License and Development Agreement Between SHIVA CORPORATION and MICROSOFT CORPORATION This Amendment No. 2 is made and entered into by and between MICROSOFT CORPORATION ("MS") and SHIVA CORPORATION ("COMPANY") this 27th day of June, 1996 Recitals The parties have entered into that certain License and Development Agreement dated March 4, 1994 and Amendment dated June 30, 1995 (collectively the Agreement); and The parties hereby agree to amend the Agreement as follows: Amendment 1. Capitalized terms shall have the same meaning as set forth in the Agreement, except as otherwise provided. 2. Section 3 is modified as follows: (a) the delivery date for the ********************* is extended from October 1, 1995 to April 1, 1996; (b) a new delivery date is added: ********************************** due July 1, 1996. 3. Section 5 is deleted in its entirety and replaced with the following: "5. Effective April 1, 1996, COMPANY shall provide MS support for the ***** *************** of the Licensed Software under the terms described in Exhibit F. COMPANY shall provide corrections to and other support for the **************** of the Licensed Software to MS ********************* ***************************************************************." 4. The attached Exhibit F is added to the Agreement and is incorporated herein by reference. 5. This Amendment shall amend, modify and supersede to the extent of any inconsistencies, the provisions of the Agreement. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as of the date set forth above. All signed copies of this Amendment to the Agreement shall be deemed originals. This Amendment does not constitute an offer by MS. This Amendment shall be effective upon execution on behalf of COMPANY and MS by their duly authorized representative. MICROSOFT CORPORATION SHIVA CORPORATION By: /s/ Brian Valentine By: /s/ Cynthia M. Deysher ------------------------------------- ---------------------------- Name (Print): Brian Valentine Name (Print): Cynthia M. Deysher Title: General Mgr., Exchange Prod. Unit Title: Sr. Vice President Date: 7/11/96 Date: 6/27/96 2 EXHIBIT F SUPPORT Definitions "Version" shall mean a binary version of the Licensed Software designated by a numeric identification of the form "N.M" where "N" designates the Version identification. "Revision" shall mean a release of the binary version of the Licensed Software incorporating corrections and minor enhancements. A Revision is designated by a numeric identification of the form "N.M" where "M" designates the Revision identification. "Documentation" shall mean any printed manuals, on-line help, and release notes provided with the Licensed Software, as more particularly described in Exhibit B. All other terms shall be interpreted in accordance with the definitions as set forth in the Agreement. SUPPORT OBLIGATIONS OF MS MS shall review all reported problems in MS's Other Products(s) to determine whether the reported problem is attributable to the Licensed Software or the Other Product(s). If MS determines that a problem exists in the Licensed Software (i.e. that the Licensed Software does not perform in accordance with the Documentation for the Licensed Software), MS shall use all reasonable efforts to resolve the problem themselves. If MS is unable to resolve the problem then MS may submit the problem to COMPANY for resolution. If MS submits a problem to COMPANY for resolution, MS shall do so by submitting to COMPANY: (i) if possible, a sample program separate from MS's Other Product, which, when executed in conjunction with the Licensed Software, clearly illustrates the problem with such Licensed Software, and (ii) a detailed description of the problem. MS and COMPANY shall prioritize any such problem submitted to COMPANY for resolution in accordance with the hierarchy described below. MS shall supply any additional information reasonably requested by COMPANY and MS shall make its support personnel available to assist in the problem identification and resolution. Any Problem submitted to COMPANY for resolution must be referred to COMPANY's online support group by MS's Primary Support Liaison. Similarly, COMPANY's response to a problem submitted by MS will be conveyed only by COMPANY's on-line support group to MS's Primary Support Liaison. However, in the event that MS's Primary Support Liaison is unavailable, MS's Alternate Support Liaison may substitute in place of MS's Primary Support Liaison. The Support Liaison shall be the persons identified below. A Support Liaison may be changed upon reasonable notice to COMPANY. BOTH THE MS'S PRIMARY AND SECONDARY SUPPORT LIAISONS MUST ATTEND THE TRAINING DESCRIBED ABOVE. Unless both COMPANY and MS agree otherwise. MS's Primary Support Liaison l: Glenn Meacham Liaison 2: Shannon McMorris (206) 704-5766 (214) 756-7000 MS's Alternate Support Liaison: Sid Siddiqui (206) 704-5386 PROBLEM HIERARCHY The following hierarchy SHALL BE USED IN CLASSIFYING PROBLEMS: 3 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. PROBLEM LEVEL DESCRIPTION OF PROBLEM - ----- ---------------------- CRITICAL End-user is unable to use or install the product, resulting in critical impact on operations. For example: Data is corrupted; no obvious work around; requires program or design changes; causes a system failure; corrupts operating system or hardware. SERIOUS End-user is able to use the product but is severely restricted. For example: Causes program failure; work around is awkward or inefficient; misleading output. System crashes may also be classified as serious if caused by an unusual or unlikely set of commands. MEDIUM End-user can use the product with limitations that are not critical to overall operations. For example: The work around is acceptable and does not seriously impact operations; prevents a user from using preferable procedure; confusing interface; externals not affected. Low End-user can circumvent the problem and use the product with only slight inconvenience. For example: The work around becomes the permanent solution; correct use is obvious. SUPPORT OBLIGATIONS OF COMPANY Support for MS's technical and customer service support personnel: MS will provide the first line of technical support to its customers for both the Licensed Software and Other Products(s). COMPANY will provide MS with direct technical telephone support. The fee for the first 12 months is ********** for Maintenance and Support with subsequent renewal terms at a rate of ******* per year. This support includes: - - Guaranteed call back within ******* - - Toll free 800[pound sign] - - Available 9am to 8pm access (EST), Monday - Friday, COMPANY Holidays excluded - - MS can designate up to 2 primary contacts and an alternate - - MS can submit less critical incidents via E-mail or Fax - Support@Shiva.Com (Must be accompanied by Contract Number) - Fax - 617-270-8337 - Guaranteed one business day response - - ** Support Incidents annually - - COMPANY will provide a fax number to MS for support purposes COMPANY's support obligations hereunder shall be limited to responding to a problem in the Licensed Software as follows: CRITICAL PROBLEM: COMPANY shall use reasonable efforts to acknowledge (i.e. calling MS back to scope and define the problem and make a first attempt at problem resolution) within **************** and provide a response (i.e. making further attempts to resolve the problem; this may include exchange of code and documentation of trouble shooting work completed) within ************* and a full solution within ************** days of receiving problem referral from MS. If a solution cannot reasonably be provided within *************** of receiving problem referral, COMPANY shall develop and present a plan to MS to provide a solution as soon as reasonably practicable. SERIOUS PROBLEM: COMPANY shall use reasonable efforts to acknowledge within *** *********** and provide a response within **************** and a full solution within **************** of receiving problem referral from MS. If a solution cannot reasonably be provided within ********** of receiving problem referral, COMPANY shall develop and present a plan to MS to provide a solution as soon as reasonably practicable. 4 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. MEDIUM OR LOW PROBLEM: COMPANY shall *********************************** either as a correction or in a subsequent Revision of the Licensed Software. After the expiration of this Agreement, subsequent Revisions will be provided to MS in order for MS to support its customers as long as a support agreement is in place between MS and COMPANY. ESCALATION CHANNEL In the event the above guidelines are not met or are at risk of not being met, the support issue will be escalated as follows: - - Technical Support Manager Michael Knox (617) 270-8449 - - V.P. Customer Service Rich Lanchantin (617) 270-8868 In addition, when the assigned Microsoft Support representative or Microsoft Management are concerned about the progress being made on a particular support issue, the above escalation channel should be used. Incident Reporting A summary report of activity will be provided to Microsoft's Support Representative on a Quarterly basis. The format will consist of the following information: - - Case Number - COMPANY's internal tracking number. Provided to Microsoft for each incident opened with COMPANY Technical Support - - Open Date - Original Date the incident was opened in COMPANY Technical Support - - Severity - Severity Level of Incident - - Status - Current status. Research, Followup, Engineering - - Brief Description - - Complete Date - Date Case was closed. - - Solution Description - Details of steps used to solve problem. COMPANY shall have ********************************************************** ************************************************************************* ************************************************************************** ***********************************************************************. COMPANY shall have ************************************************************ ****************************************************************************** *************************************************************************** *******. COMPANY shall provide support for the Licensed Software until five (5) years after the termination of the Agreement. EX-10.4 3 LETTER AGREEMENT DATED MARCH 15, 1996 1 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTED SUCH OMISSIONS. EXHIBIT 10.4 3/15/96 Dear Mickey: We have prepared this agreement to permit Shiva and Nortel to amend the Shiva/Nortel Agreement, effective May 15, 1995 as follows: Non-refundability of prior development expenses Nortel agrees to amend Section 13.5 of the original agreement which permitted Nortel to terminate the agreement and compel Shiva to repay all product development fees ***** in the event of Shiva's inability to deliver an FCS version of Release 1 on or before March 31, 1996. Nortel and Shiva agree to the following schedule as a substitute for the original repayment language.
Amount Event/Deliverable Status of amount paid ------ ----------------- --------------------- ***** Signature of both parties on this letter ********** upon occurrence of event agreement ***** Shiva's delivery of ******************** ********** upon supply of deliverable, **************************************** provided that such delivery occurs no later than ********************** ***** ***** Shiva's delivery of ******************** ********** upon supply of deliverable, **************************************** provided that such delivery occurs no later than ********************** ***** ***** Shiva's interim delivery of ************* ********** upon Nortel's acceptance of **************************************** delivery, currently planned for ***** ***** Shiva's delivery of ************* ********** upon Nortel's acceptance of delivery, currently planned for ***** ***** Shiva's delivery of************* ********** upon Nortel's acceptance of delivery, currently planned for *****
2 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTED SUCH OMISSIONS. Volume Commitment and Termination Clause: ----------------------------------------- Both Shiva and Nortel agree to cancel **********. If this letter agreement is consistent with your understanding of the changes that we have agreed to, please have the appropriate Nortel signatory execute one copy of the amending letter and return to my attention. You can retain an original with my signature for your files. If changes need to be made, please phone or email me. Very truly yours, /s/ Ed Gregory Agreed to for Nortel by: Signature /s/ Micky Tsui Date 3/19/96 Print Name Micky Tsui -----END PRIVACY-ENHANCED MESSAGE-----