content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on July 22, 1996
                                                Registration No. 333-___
  
  
                        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               (IRS Employer Identification No.)
   incorporation or organization)
  
  28 Crosby Drive, Bedford, Massachusetts                           01730
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          AIRSOFT, INC. 1993 STOCK PLAN
                  AND CERTAIN INDIVIDUAL STOCK OPTION AGREEMENTS
                             (Full title of the plan)
                                        
                                 FRANK A. INGARI
                                SHIVA CORPORATION
                      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)
  
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  <CAPTION>
                                               Proposed
                                 Maximum       Maximum       Proposed
  Title of          Amount       Offering      Aggregate     Amount of
  Securities to     to be        Price Per     Offering      Registration
  be Registered     Registered   Share (1)     Price(1)      Fee
  - -----------------------------------------------------------------------
  <S>               <C>          <C>           <C>           <C>    
  Common Stock      119,076      $6.4108       $763,375.82   $263.23
  par value $.01
  per share
  
  
  - ----------
  <FN>
  (1) Computed on the basis of the average exercise price of unexercised options
  pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
  
  </TABLE>
  
  
                                       Page 1
  
  
  
  
  <PAGE>   2
  
  
  
  
            PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.      Plan Information
               ----------------
    
        The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the AirSoft, Inc. 1993 Stock Plan and the
  persons who are parties to individual stock option agreements pursuant to which
  shares of Common Stock of Shiva Corporation, a Massachusetts corporation (the
  "Registrant"), are registered hereunder.
  
            PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
  
  Item 3.     Incorporation of Documents by Reference
              ---------------------------------------
   
        The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
        (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or either (1) the latest prospectus filed pursuant
  to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities
  Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such financial statements have been filed or (2) the
  Registrant's effective registration statement on Form 10 or 20-F filed under the
  Exchange Act containing audited financial statements for the Registrant's latest
  fiscal year.
  
        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the Registrant document
  referred to in (a) above.
  
        (c)  The description of the Common Stock which is contained in a
  registration statement filed under the Exchange Act, including any amendment or
  report filed for the purpose of updating such description.
  
        All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares offered hereby have
  been sold or which deregisters all shares then remaining unsold, shall be deemed
  to be incorporated in this Registration Statement by reference and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.     Description of Securities
              -------------------------
  
        Not applicable.
  
  Item 5.     Interests of Named Experts and Officers
              ---------------------------------------
  
        Not applicable.
  
  Item 6.     Indemnification
              ---------------
  
        Article 6 of the Registrant's Restated Articles of Organization
  
  
  
                                       Page 2
  
  
  
  
  <PAGE>   3
  
  
  provides that no director of the Registrant shall be liable for any breach of
  fiduciary duty, except to the extent that (1) the Massachusetts Corporation Law
  prohibits the elimination or limitation of liability of directors for breach of
  fiduciary duty, or (2) the act or omission occurred prior to the effective date
  of the provision.
  
        Section 2 of Article V of the Registrant's Restated By-Laws provides that
  directors, officers, employees and other agents of the Registrant and any person
  who, at the request of the corporation, serves as a director, officer, employee
  or other agent of another organization in which the Registrant directly or
  indirectly owns shares or of which it is a creditor shall be indemnified by the
  Registrant against all cost, expense (including attorneys' fees), judgment,
  liability and/or amount paid in settlement reasonably incurred by or imposed
  upon him in connection with any action, suit or proceeding (including any
  proceeding before any administrative or legislative body or agency) to which he
  may be made a party or otherwise involved or with which he shall be threatened,
  by reason of his being, or related to his status as a director, officer,
  employee or other agent of the Registrant or of any other organization in which
  the Registrant directly or indirectly owns shares or of which the Registrant is
  a creditor, which other organization he serves or has served as director,
  officer, employee or other agent at the request of the Registrant (whether or
  not he continues to be an officer, director, employee or other agent of the
  corporation or such other organization at the time such action, suit or
  proceeding is brought or threatened), unless such indemnification is prohibited
  by the Business Corporation Law of the Commonwealth of Massachusetts.
  
          Chapter 156B of the General Laws of Massachusetts (the "Massachusetts
  Business Corporation Law") prohibits the elimination or limitation of directors'
  liability for any of the following:
  
              (a)  Breaches of the director's duty of loyalty to the Registrant 
              or its stockholders;
  
              (b)  Acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;
  
              (c)  Acts covered by Sections 61 or 62 of the Massachusetts Business
              Corporation Law (which relate generally to the liability of
              directors for authorizing distributions to stockholders at a time
              when the Registrant is insolvent or bankrupt and the liability of
              directors for approving loans to officers or directors of the
              Registrant which are not repaid and which were not approved or
              ratified by a majority of disinterested directors or stockholders);
              and
  
              (d)  Transactions from which the director derived an improper
              personal benefit.
  
        The Massachusetts Business Corporation Law authorizes Massachusetts
  corporations to indemnify directors and officers for actions taken in good faith
  and in a manner such person reasonably believed to be in the best interests of
  the corporation.
  
        The right of indemnification is in addition to any rights to which any
  such person may otherwise be entitled and inures to the benefit of the executors
  or administrators of each such person. The Registrant may pay the expenses
  incurred by any such person in defending a civil or criminal action, suit or
  proceeding in advance of the final disposition of such action, suit, or
  proceeding, upon receipt of an undertaking by
  
  
  
                                       Page 3
  
  
  
  
  <PAGE>   4
  
  
  such person to repay such payment if it is determined that such person is not
  entitled to indemnification hereunder. This section is subject to amendment or
  repeal only by action of the stockholders.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
        The Registrant maintains on behalf of its directors and officers insurance
  protection against certain liabilities arising out of the discharge of their
  duties. The Registrant also maintains insurance covering the Registrant against
  indemnification payments to its directors and officers for certain liabilities.
  However, to the extent such coverage is inadequate to cover claims against
  directors or officers, the Registrant may be required pursuant to the By-Laws to
  reimburse the directors or officers for the uninsured portion of such claims. In
  such an event, the Registrant's indemnification obligations to its directors and
  officers could have a material negative impact on the Registrant's financial
  condition and on stockholder equity.
  
  Item 7.     Exemption from Registration Claimed
              -----------------------------------
  
        Not applicable.
  
  Item 8.     Exhibits
              --------
  
        The Exhibit Index immediately preceding the exhibits is attached hereto
  and incorporated herein by reference.
  
  Item 9.     Undertakings
              ------------
    
        1.  The Registrant hereby undertakes:
  
              (a) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
              (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
              (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the Registration Statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the Registration
  Statement; and
  
              (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the Registration
  
  
  
                                       Page 4
  
  
  
  
  <PAGE>   5
  
  
  statement or any material change to such information in the Registration
  Statement;
  
              PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference in the Registration
  Statement.
  
  
              (b) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (c) To remove from registration by means of a post-effective
  amendment, any of the securities being registered which remain unsold at the
  termination of the offering.
  
        2. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
  been advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction on the question whether such indemnification by it is against
  public policy as expressed in the Act and will be governed by final adjudication
  of such issue.
  
  
  
  
                                       Page 5
  
  
  
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
  
        Pursuant to the requirements of the Securities Act, 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 Town of Bedford, Commonwealth of Massachusetts, on the 19th
  day of July, 1996.
  
  
                                            SHIVA CORPORATION
  
  
                                            By: /s/ Frank A. Ingari
                                                ------------------------------
                                                    Frank A. Ingari
                                                    President and Chief
                                                    Executive Officer
  
  
  
                                  POWER OF ATTORNEY
  
        We, the undersigned officers and directors of Shiva Corporation hereby
  severally constitute Frank A. Ingari, Cynthia Deysher and M. Elizabeth Potthoff,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable Shiva Corporation to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
  
  Signature                     Title                             Date
  - ---------                     -----                             ----
  
  /s/ Frank A. Ingari           President, Chief Executive        July 19, 1996
  - ----------------------        Officer and Chairman of the
  Frank A. Ingari               Board (Principal Executive
                                Officer)
  
  /s/ Cynthia Deysher           Senior Vice President,            July 19, 1996
  - ----------------------        Finance and Administration
  Cynthia Deysher               and Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)
  
  /s/ David C. Cole             Director                          July 19, 1996
  - ----------------------
  David C. Cole
  
  
  /s/ Henry F. McCance          Director                          July 19, 1996
  - ----------------------
  Henry F. McCance
  
  
                                Director                          
  - ----------------------   
  L. John Doerr
  
  
                                       Page 6
  
  
  
  
  <PAGE>   7
  
  
  
  
  /s/ Paul C. O'Brien           Director                      July 19, 1996
  - ----------------------
  Paul C. O'Brien
  
  
                                Director                      
  - ----------------------
  Mitchell E. Kertzman
  
  
  
  
  
  
  
  
  
  
  
  
                                       Page 7
  
  
  
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number      Description                                                 Page
  - ------      -----------                                                 ----
  
  4.1  (1)    Restated Articles of Organization of the
              Registrant, as amended                                        -
  
  4.2  (2)    Restated By-Laws of the Registrant, as amended                -
  
  5.1         Opinion of Hale and Dorr                                      9
  
  10.1 (3)    Agreement and Plan of Merger dated as of
              June 16, 1996 by and among Shiva Corporation,
              a Massachusetts corporation, SV Acquisition
              Corp., a Delaware corporation, and AirSoft,
              Inc., a Delaware corporation                                  -
  
  23.1        Consent of Hale and Dorr (included in Exhibit 5.1)            -
  
  23.2        Consent of Price Waterhouse LLP                              10
  
  24.1        Power of Attorney (included on the signature page
              of this Registration Statement)                               -
  
  
  
  
  
  
  
  
  
  
  - ------------------
  
  (1)  Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, filed October 24, 1994 (Registration No. 33-
  84884), as amended by Amendment No. 1, filed November 4, 1994; Amendment
  No. 2, filed November 8, 1994; and Amendment No. 3, filed November 16,
  1994.
  
  (2) Incorporated by reference from the Registrant's Form 10-K, filed October 24,
  1994.
  
  (3) Incorporated by reference from the Registrant's Form 8-K, filed June 27,
  1996, as amended bu Amendment No. 1 on Form 8-K/A filed July 9, 1996.
  
  
                                       Page 8
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "SHIVA CORPORATION", "secsgml_size_bytes": 20183}]
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": "333-08561", "film-number": "96597271"}, "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
  
      As filed with the Securities and Exchange Commission on July 22, 1996
                                                Registration No. 333-___
  
                        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               (IRS Employer Identification No.)
   incorporation or organization)
  
  28 Crosby Drive, Bedford, Massachusetts                           01730
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          AIRSOFT, INC. 1993 STOCK PLAN
                  AND CERTAIN INDIVIDUAL STOCK OPTION AGREEMENTS
                             (Full title of the plan)
                                        
                                 FRANK A. INGARI
                                SHIVA CORPORATION
                      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)
  
                         CALCULATION OF REGISTRATION FEE
  Proposed
                                 Maximum       Maximum       Proposed
  Title of          Amount       Offering      Aggregate     Amount of
  Securities to     to be        Price Per     Offering      Registration
  be Registered     Registered   Share (1)     Price(1)      Fee
  - -----------------------------------------------------------------------
  Common Stock      119,076      $6.4108       $763,375.82   $263.23
  par value $.01
  per share
  
  - ----------
  (1) Computed on the basis of the average exercise price of unexercised options
  pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
  Page 1
  2
  
            PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.      Plan Information
               ----------------
    
        The information required by Part I of Form S-8 is included in documents
  sent or given to participants in the AirSoft, Inc. 1993 Stock Plan and the
  persons who are parties to individual stock option agreements pursuant to which
  shares of Common Stock of Shiva Corporation, a Massachusetts corporation (the
  "Registrant"), are registered hereunder.
  
            PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
  
  Item 3.     Incorporation of Documents by Reference
              ---------------------------------------
   
        The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission.
  The following documents, which are on file with the Securities and Exchange
  Commission, are incorporated in this Registration Statement by reference:
  
        (a)  The Registrant's latest annual report filed pursuant to Section 13(a)
  or 15(d) of the Exchange Act or either (1) the latest prospectus filed pursuant
  to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities
  Act"), that contains audited financial statements for the Registrant's latest
  fiscal year for which such financial statements have been filed or (2) the
  Registrant's effective registration statement on Form 10 or 20-F filed under the
  Exchange Act containing audited financial statements for the Registrant's latest
  fiscal year.
  
        (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the Registrant document
  referred to in (a) above.
  
        (c)  The description of the Common Stock which is contained in a
  registration statement filed under the Exchange Act, including any amendment or
  report filed for the purpose of updating such description.
  
        All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
  post-effective amendment which indicates that all shares offered hereby have
  been sold or which deregisters all shares then remaining unsold, shall be deemed
  to be incorporated in this Registration Statement by reference and to be a part
  hereof from the date of filing of such documents.
  
  Item 4.     Description of Securities
              -------------------------
  
        Not applicable.
  
  Item 5.     Interests of Named Experts and Officers
              ---------------------------------------
  
        Not applicable.
  
  Item 6.     Indemnification
              ---------------
  
        Article 6 of the Registrant's Restated Articles of Organization
  
                                       Page 2
  3
  
  provides that no director of the Registrant shall be liable for any breach of
  fiduciary duty, except to the extent that (1) the Massachusetts Corporation Law
  prohibits the elimination or limitation of liability of directors for breach of
  fiduciary duty, or (2) the act or omission occurred prior to the effective date
  of the provision.
  
        Section 2 of Article V of the Registrant's Restated By-Laws provides that
  directors, officers, employees and other agents of the Registrant and any person
  who, at the request of the corporation, serves as a director, officer, employee
  or other agent of another organization in which the Registrant directly or
  indirectly owns shares or of which it is a creditor shall be indemnified by the
  Registrant against all cost, expense (including attorneys' fees), judgment,
  liability and/or amount paid in settlement reasonably incurred by or imposed
  upon him in connection with any action, suit or proceeding (including any
  proceeding before any administrative or legislative body or agency) to which he
  may be made a party or otherwise involved or with which he shall be threatened,
  by reason of his being, or related to his status as a director, officer,
  employee or other agent of the Registrant or of any other organization in which
  the Registrant directly or indirectly owns shares or of which the Registrant is
  a creditor, which other organization he serves or has served as director,
  officer, employee or other agent at the request of the Registrant (whether or
  not he continues to be an officer, director, employee or other agent of the
  corporation or such other organization at the time such action, suit or
  proceeding is brought or threatened), unless such indemnification is prohibited
  by the Business Corporation Law of the Commonwealth of Massachusetts.
  
          Chapter 156B of the General Laws of Massachusetts (the "Massachusetts
  Business Corporation Law") prohibits the elimination or limitation of directors'
  liability for any of the following:
  
              (a)  Breaches of the director's duty of loyalty to the Registrant 
              or its stockholders;
  
              (b)  Acts or omissions not in good faith or which involve
              intentional misconduct or a knowing violation of law;
  
              (c)  Acts covered by Sections 61 or 62 of the Massachusetts Business
              Corporation Law (which relate generally to the liability of
              directors for authorizing distributions to stockholders at a time
              when the Registrant is insolvent or bankrupt and the liability of
              directors for approving loans to officers or directors of the
              Registrant which are not repaid and which were not approved or
              ratified by a majority of disinterested directors or stockholders);
              and
  
              (d)  Transactions from which the director derived an improper
              personal benefit.
  
        The Massachusetts Business Corporation Law authorizes Massachusetts
  corporations to indemnify directors and officers for actions taken in good faith
  and in a manner such person reasonably believed to be in the best interests of
  the corporation.
  
        The right of indemnification is in addition to any rights to which any
  such person may otherwise be entitled and inures to the benefit of the executors
  or administrators of each such person. The Registrant may pay the expenses
  incurred by any such person in defending a civil or criminal action, suit or
  proceeding in advance of the final disposition of such action, suit, or
  proceeding, upon receipt of an undertaking by
  
                                       Page 3
  4
  
  such person to repay such payment if it is determined that such person is not
  entitled to indemnification hereunder. This section is subject to amendment or
  repeal only by action of the stockholders.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
        The Registrant maintains on behalf of its directors and officers insurance
  protection against certain liabilities arising out of the discharge of their
  duties. The Registrant also maintains insurance covering the Registrant against
  indemnification payments to its directors and officers for certain liabilities.
  However, to the extent such coverage is inadequate to cover claims against
  directors or officers, the Registrant may be required pursuant to the By-Laws to
  reimburse the directors or officers for the uninsured portion of such claims. In
  such an event, the Registrant's indemnification obligations to its directors and
  officers could have a material negative impact on the Registrant's financial
  condition and on stockholder equity.
  
  Item 7.     Exemption from Registration Claimed
              -----------------------------------
  
        Not applicable.
  
  Item 8.     Exhibits
              --------
  
        The Exhibit Index immediately preceding the exhibits is attached hereto
  and incorporated herein by reference.
  
  Item 9.     Undertakings
              ------------
    
        1.  The Registrant hereby undertakes:
  
              (a) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
              (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act;
  
              (ii) To reflect in the prospectus any facts or events arising after
  the effective date of the Registration Statement (or the most recent
  post-effective amendment thereof) which, individually or in the aggregate,
  represent a fundamental change in the information set forth in the Registration
  Statement; and
  
              (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the Registration
  
                                       Page 4
  5
  
  statement or any material change to such information in the Registration
  Statement;
  
              PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference in the Registration
  Statement.
  
              (b) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (c) To remove from registration by means of a post-effective
  amendment, any of the securities being registered which remain unsold at the
  termination of the offering.
  
        2. The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        3. Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of the
  Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
  been advised that in the opinion of the Securities and Exchange Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction on the question whether such indemnification by it is against
  public policy as expressed in the Act and will be governed by final adjudication
  of such issue.
  
                                       Page 5
  6
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act, 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 Town of Bedford, Commonwealth of Massachusetts, on the 19th
  day of July, 1996.
  
                                            SHIVA CORPORATION
  
                                            By: /s/ Frank A. Ingari
                                                ------------------------------
                                                    Frank A. Ingari
                                                    President and Chief
                                                    Executive Officer
  
                                  POWER OF ATTORNEY
  
        We, the undersigned officers and directors of Shiva Corporation hereby
  severally constitute Frank A. Ingari, Cynthia Deysher and M. Elizabeth Potthoff,
  and each of them singly, our true and lawful attorneys with full power to them,
  and each of them singly, to sign for us and in our names in the capacities
  indicated below, the Registration Statement on Form S-8 filed herewith and any
  and all subsequent amendments to said Registration Statement, and generally to
  do all such things in our names and behalf in our capacities as officers and
  directors to enable Shiva Corporation to comply with all requirements of the
  Securities and Exchange Commission, hereby ratifying and confirming our
  signatures as they may be signed by said attorneys, or any of them, to said
  Registration Statement and any and all amendments thereto.
  
        Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
  Signature                     Title                             Date
  - ---------                     -----                             ----
  
  /s/ Frank A. Ingari           President, Chief Executive        July 19, 1996
  - ----------------------        Officer and Chairman of the
  Frank A. Ingari               Board (Principal Executive
                                Officer)
  
  /s/ Cynthia Deysher           Senior Vice President,            July 19, 1996
  - ----------------------        Finance and Administration
  Cynthia Deysher               and Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)
  
  /s/ David C. Cole             Director                          July 19, 1996
  - ----------------------
  David C. Cole
  
  /s/ Henry F. McCance          Director                          July 19, 1996
  - ----------------------
  Henry F. McCance
  
                                Director                          
  - ----------------------   
  L. John Doerr
  
                                       Page 6
  7
  
  /s/ Paul C. O'Brien           Director                      July 19, 1996
  - ----------------------
  Paul C. O'Brien
  
                                Director                      
  - ----------------------
  Mitchell E. Kertzman
  
                                       Page 7
  8
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number      Description                                                 Page
  - ------      -----------                                                 ----
  
  4.1  (1)    Restated Articles of Organization of the
              Registrant, as amended                                        -
  
  4.2  (2)    Restated By-Laws of the Registrant, as amended                -
  
  5.1         Opinion of Hale and Dorr                                      9
  
  10.1 (3)    Agreement and Plan of Merger dated as of
              June 16, 1996 by and among Shiva Corporation,
              a Massachusetts corporation, SV Acquisition
              Corp., a Delaware corporation, and AirSoft,
              Inc., a Delaware corporation                                  -
  
  23.1        Consent of Hale and Dorr (included in Exhibit 5.1)            -
  
  23.2        Consent of Price Waterhouse LLP                              10
  
  24.1        Power of Attorney (included on the signature page
              of this Registration Statement)                               -
  
  - ------------------
  
  (1)  Incorporated herein by reference from the Registrant's Registration
  Statement on Form S-1, filed October 24, 1994 (Registration No. 33-
  84884), as amended by Amendment No. 1, filed November 4, 1994; Amendment
  No. 2, filed November 8, 1994; and Amendment No. 3, filed November 16,
  1994.
  
  (2) Incorporated by reference from the Registrant's Form 10-K, filed October 24,
  1994.
  
  (3) Incorporated by reference from the Registrant's Form 8-K, filed June 27,
  1996, as amended bu Amendment No. 1 on Form 8-K/A filed July 9, 1996.
  
                                       Page 8