content: <PAGE>   1
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                          --------------------------------
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SHIVA CORPORATION
               (Exact name of registrant as specified in its charter)
  
       MASSACHUSETTS                                      04-2889151
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
    incorporation or organization)
  
  
                                   28 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (617) 270-8300
                 (Address of Principal Executive Offices) (Zip Code)
  
                   -----------------------------------------------
  
                        AMENDED AND RESTATED 1988 STOCK PLAN
                              (Full title of the plan)
  
                   -----------------------------------------------
  
                                  FRANK A. INGARI,
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   28 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (617) 270-8300
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                   -----------------------------------------------
  
                                      Copy to:
  
                                 LINDA DERENZO, ESQ.
                             TESTA, HURWITZ & THIBEAULT
                                  HIGH STREET TOWER
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
       Approximate date of commencement of proposed sale to the public: As soon as
  practicable after this Registration Statement becomes effective.
  
                   -----------------------------------------------
  
       If the only securities being registered on this form are being offered
  pursuant to dividend or interest reinvestment plans, please check the following
  box.    /  /
  
       If any securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
  1933, check the following box.   /X/
  
  ================================================================================
  
  <PAGE>   2
  
  <TABLE>
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================
  <CAPTION>
                                             Proposed         Proposed
  Title of               Amount              Maximum          Maximum          Amount of
  Securities to          to be               Offering Price   Aggregate        Registration
  be Registered          Registered(1)       Per Share        Offering Price   Fee
  - -------------          -------------       --------------   --------------   ------------
  <S>                    <C>                 <C>              <C>               <C>   
  AMENDED AND RESTATED
  1988 STOCK PLAN
  Common Stock, par
  value $.01 per share     769,300 shares    $31.25(2)        $ 24,040,625      $ 8,289.87
                            84,600 shares    $35.375(2)       $  2,992,725      $ 1,031.97
                            44,278 shares    $34.50(2)        $  1,527,591      $   526.76
                           228,332 shares    $31.625(2)       $  7,221,000      $ 2,490.00
                         1,016,830 shares    $33.375(2)       $ 33,936,701      $11,702.31
                            80,000 shares    $41.625(2)       $  3,330,000      $ 1,148.28
                           183,100 shares    $45.375(2)       $  8,308,163      $ 2,864.88
                         1,960,228 shares    $69.375(3)       $135,990,818      $46,893.39
                         ---------
  TOTAL:                 4,366,668 shares                                       $74,947.46
  
  =========================================================================================
  <FN>
  
  (1)  The information contained in this Registration Statement on Form S-8 has
       been adjusted to give effect to a two-for-one stock split in the form of a
       100% stock dividend paid on April 22, 1996 to the stockholders of record on
       April 12, 1996.
  
  (2)  All such shares are issuable upon exercise of outstanding options with
       fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(l) under the
       Securities Act of 1933, the aggregate offering price and the fee have been
       computed upon the basis of the price at which the options may be exercised.
  
  (3)  The price of $69.375 per share, which is the average of the high and low
       prices reported on the Nasdaq National Market on May 16, 1996, is set forth
       solely for purposes of calculating the filing fee pursuant to Rule 457(c).
  =========================================================================================
  </TABLE>
  
  
       This Registration Statement registers additional securities of the same
  class as other securities for which the Registration Statement No. 33-86514 on
  Form S-8, as filed with the Securities and Exchange Commission on November 18,
  1994, relating to Shiva Corporation's Amended and Restated 1988 Stock Plan, 1994
  Employee Stock Purchase Plan and 1994 Non-Employee Director Stock Option Plan is
  effective. Pursuant to General Instruction E, the contents of the above-listed
  Registration Statement are hereby incorporated by reference.
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 8.    Exhibits
             --------
  
             Exhibit No.   Description of Exhibit
             -----------   ----------------------
  
                4.1        Restated Articles of Organization of the Registrant, 
                           as amended.
  
                4.2**      Restated By-laws of the Registrant.
  
                4.3***     Rights Agreement, dated as of September 29, 1995,
                           between the Registrant 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 of Rights to
                           Purchase Preferred Stock.
  
                4.4****    Amended and Restated 1988 Stock Plan of the Registrant,
                           as further amended.
  
                4.5****    Specimen certificate representing the Common Stock.
  
                5.1        Opinion of Testa, Hurwitz & Thibeault, LLP.
  
               23.1        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                           Exhibit 5.1).
  
               23.2****    Consent of Price Waterhouse LLP.
  
               24.1        Power of Attorney (included as part of the
                           signature page to this Registration Statement).
  
  
  *    Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-3 (File No. 333-602).
  
  **   Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-1 (File No. 33-84884).
  
  ***  Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-1 (File No. 33-97216).
  
  **** Incorporated herein by reference to the Registrant's Annual Report on Form
       10-K for the year ended December 30, 1995.
  <PAGE>   4
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Bedford, Commonwealth of Massachusetts, on this 20th
  day of May, 1996.
  
                                SHIVA CORPORATION
  
  
                                By: /s/ Cynthia M. Deysher
                                    --------------------------------
                                    Cynthia M. Deysher
                                    Senior Vice President, Finance
                                    and Administration and Chief
                                    Financial Officer
  
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
  appears below constitutes and appoints, jointly and severally, Frank A. Ingari,
  Cynthia M. Deysher and M. Elizabeth Potthoff, his or her attorneys-in-fact, each
  with the power of substitution, for him or her in any and all capacities, to
  sign any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
  be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  SIGNATURE                            TITLE                          DATE
  - ---------                            -----                          ----
  
  
  /s/ Frank A. Ingari        President, Chief Executive            May 20, 1996
  - ----------------------     Officer and a Director
  Frank A. Ingari            (Principal Executive Officer)
                        
  
  /s/ Cynthia M.Deysher      Senior Vice President, Finance and    May 20, 1996
  - ----------------------     Administration and Chief Financial
  Cynthia M. Deysher         Officer (Principal Financial and
                             Accounting Officer)
  
  
  /s/ David C. Cole          Director                              May 20, 1996
  - ----------------------
  David C. Cole
  
  
  /s/ L. John Doerr          Director                              May 20, 1996
  - ----------------------
  L. John Doerr
  
  <PAGE>   5
  
  
  /s/ Henry McCance          Director                              May 20, 1996
  - -------------------------
  Henry McCance
  
  
  
  /s/ Paul O'Brien           Director                              May 13, 1996
  - -------------------------
  Paul O'Brien
  
  
  
  /s/ Mitchell E. Kertzman   Director                              May 20, 1996
  - -------------------------
  Mitchell E. Kertzman
  <PAGE>   6
  
                                    Exhibit Index
  
  
  
  EXHIBIT NO.                            DESCRIPTION
  - -----------                            -----------
  
  4.1             Restated Articles of Organization of the Registrant, as amended.
  5.1             Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1            Consent of Testa, Hurwitz & Thibeault, LLP (included in 5.1)
  24.1            Power of Attorney (included as part of the signature page to 
                  this Registration Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SHIVA CORPORATION", "secsgml_size_bytes": 11391}]
metadata_filer: {"company-data": {"conformed-name": "SHIVA CORP", "cik": "0000879136", "assigned-sic": "3576", "irs-number": "042889151", "state-of-incorporation": "MA", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04231", "film-number": "96570809"}, "business-address": {"street1": "28 CROSBY DR", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "6172708300"}, "mail-address": {"street1": "28 CROSBY DR", "city": "BEDFORD", "state": "MA", "zip": "01730"}}
text: 1
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                          --------------------------------
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                  SHIVA CORPORATION
               (Exact name of registrant as specified in its charter)
  
       MASSACHUSETTS                                      04-2889151
  (State or other jurisdiction of            (I.R.S. Employer Identification No.)
    incorporation or organization)
  
                                   28 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (617) 270-8300
                 (Address of Principal Executive Offices) (Zip Code)
  
                   -----------------------------------------------
  
                        AMENDED AND RESTATED 1988 STOCK PLAN
                              (Full title of the plan)
  
                   -----------------------------------------------
  
                                  FRANK A. INGARI,
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                   28 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                                   (617) 270-8300
             (Name and address including zip code and telephone number,
                     including area code, of agent for service)
  
                   -----------------------------------------------
  
                                      Copy to:
  
                                 LINDA DERENZO, ESQ.
                             TESTA, HURWITZ & THIBEAULT
                                  HIGH STREET TOWER
                                   125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  
       Approximate date of commencement of proposed sale to the public: As soon as
  practicable after this Registration Statement becomes effective.
  
                   -----------------------------------------------
  
       If the only securities being registered on this form are being offered
  pursuant to dividend or interest reinvestment plans, please check the following
  box.    /  /
  
       If any securities being registered on this form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
  1933, check the following box.   /X/
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  =========================================================================================
  Proposed         Proposed
  Title of               Amount              Maximum          Maximum          Amount of
  Securities to          to be               Offering Price   Aggregate        Registration
  be Registered          Registered(1)       Per Share        Offering Price   Fee
  - -------------          -------------       --------------   --------------   ------------
  AMENDED AND RESTATED
  1988 STOCK PLAN
  Common Stock, par
  value $.01 per share     769,300 shares    $31.25(2)        $ 24,040,625      $ 8,289.87
                            84,600 shares    $35.375(2)       $  2,992,725      $ 1,031.97
                            44,278 shares    $34.50(2)        $  1,527,591      $   526.76
                           228,332 shares    $31.625(2)       $  7,221,000      $ 2,490.00
                         1,016,830 shares    $33.375(2)       $ 33,936,701      $11,702.31
                            80,000 shares    $41.625(2)       $  3,330,000      $ 1,148.28
                           183,100 shares    $45.375(2)       $  8,308,163      $ 2,864.88
                         1,960,228 shares    $69.375(3)       $135,990,818      $46,893.39
                         ---------
  TOTAL:                 4,366,668 shares                                       $74,947.46
  
  =========================================================================================
  (1)  The information contained in this Registration Statement on Form S-8 has
       been adjusted to give effect to a two-for-one stock split in the form of a
       100% stock dividend paid on April 22, 1996 to the stockholders of record on
       April 12, 1996.
  
  (2)  All such shares are issuable upon exercise of outstanding options with
       fixed exercise prices. Pursuant to Regulation C, Rule 457(h)(l) under the
       Securities Act of 1933, the aggregate offering price and the fee have been
       computed upon the basis of the price at which the options may be exercised.
  
  (3)  The price of $69.375 per share, which is the average of the high and low
       prices reported on the Nasdaq National Market on May 16, 1996, is set forth
       solely for purposes of calculating the filing fee pursuant to Rule 457(c).
  =========================================================================================
  This Registration Statement registers additional securities of the same
  class as other securities for which the Registration Statement No. 33-86514 on
  Form S-8, as filed with the Securities and Exchange Commission on November 18,
  1994, relating to Shiva Corporation's Amended and Restated 1988 Stock Plan, 1994
  Employee Stock Purchase Plan and 1994 Non-Employee Director Stock Option Plan is
  effective. Pursuant to General Instruction E, the contents of the above-listed
  Registration Statement are hereby incorporated by reference.
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 8.    Exhibits
             --------
  
             Exhibit No.   Description of Exhibit
             -----------   ----------------------
  
                4.1        Restated Articles of Organization of the Registrant, 
                           as amended.
  
                4.2**      Restated By-laws of the Registrant.
  
                4.3***     Rights Agreement, dated as of September 29, 1995,
                           between the Registrant 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 of Rights to
                           Purchase Preferred Stock.
  
                4.4****    Amended and Restated 1988 Stock Plan of the Registrant,
                           as further amended.
  
                4.5****    Specimen certificate representing the Common Stock.
  
                5.1        Opinion of Testa, Hurwitz & Thibeault, LLP.
  
               23.1        Consent of Testa, Hurwitz & Thibeault, LLP (included in
                           Exhibit 5.1).
  
               23.2****    Consent of Price Waterhouse LLP.
  
               24.1        Power of Attorney (included as part of the
                           signature page to this Registration Statement).
  
  *    Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-3 (File No. 333-602).
  
  **   Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-1 (File No. 33-84884).
  
  ***  Incorporated herein by reference to the Registrant's Registration Statement
       on Form S-1 (File No. 33-97216).
  
  **** Incorporated herein by reference to the Registrant's Annual Report on Form
       10-K for the year ended December 30, 1995.
  4
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Bedford, Commonwealth of Massachusetts, on this 20th
  day of May, 1996.
  
                                SHIVA CORPORATION
  
                                By: /s/ Cynthia M. Deysher
                                    --------------------------------
                                    Cynthia M. Deysher
                                    Senior Vice President, Finance
                                    and Administration and Chief
                                    Financial Officer
  
                                  POWER OF ATTORNEY
  
       KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature
  appears below constitutes and appoints, jointly and severally, Frank A. Ingari,
  Cynthia M. Deysher and M. Elizabeth Potthoff, his or her attorneys-in-fact, each
  with the power of substitution, for him or her in any and all capacities, to
  sign any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto, and
  other documents in connection therewith, with the Securities and Exchange
  commission, hereby ratifying and confirming all that each of said
  attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
  be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  SIGNATURE                            TITLE                          DATE
  - ---------                            -----                          ----
  
  /s/ Frank A. Ingari        President, Chief Executive            May 20, 1996
  - ----------------------     Officer and a Director
  Frank A. Ingari            (Principal Executive Officer)
                        
  
  /s/ Cynthia M.Deysher      Senior Vice President, Finance and    May 20, 1996
  - ----------------------     Administration and Chief Financial
  Cynthia M. Deysher         Officer (Principal Financial and
                             Accounting Officer)
  
  /s/ David C. Cole          Director                              May 20, 1996
  - ----------------------
  David C. Cole
  
  /s/ L. John Doerr          Director                              May 20, 1996
  - ----------------------
  L. John Doerr
  5
  
  /s/ Henry McCance          Director                              May 20, 1996
  - -------------------------
  Henry McCance
  
  /s/ Paul O'Brien           Director                              May 13, 1996
  - -------------------------
  Paul O'Brien
  
  /s/ Mitchell E. Kertzman   Director                              May 20, 1996
  - -------------------------
  Mitchell E. Kertzman
  6
  
                                    Exhibit Index
  
  EXHIBIT NO.                            DESCRIPTION
  - -----------                            -----------
  
  4.1             Restated Articles of Organization of the Registrant, as amended.
  5.1             Opinion of Testa, Hurwitz & Thibeault, LLP
  23.1            Consent of Testa, Hurwitz & Thibeault, LLP (included in 5.1)
  24.1            Power of Attorney (included as part of the signature page to 
                  this Registration Statement)