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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CACHEFLOW INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 91-1715963
(State of (I.R.S. Employer
Incorporation or Organization) Identification Number)
650 Almanor Avenue 94086
Sunnyvale, California
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act
Act and is effective pursuant to General Instruction and is effective pursuant to General Instruction A.(d),
A.(c), please check the following box. [_] please check the following box. [x]
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Securities Act registration statement file number to which this form relates: 333-87997
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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Incorporated herein by reference to the Description of Capital Stock
section of the Company's Registration Statement on Form S-1 (File No.
333-87997).
Item 2. Exhibits.
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Exhibit
Number Description
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3.1 Certificate of Incorporation of Registrant, as amended to
date-incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No. 333-
87997).
3.2 Form of Restated Certificate of Incorporation of Registrant
to be filed upon the closing of the offering made pursuant to
the Registration Statement-incorporated herein by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-87997).
3.3 Bylaws of Registrant-incorporated herein by reference to
Exhibit 3.3 to the Company's Registration Statement on Form
S-1 (File No. 333-87997).
3.4 Form of Amended and Restated Bylaws of the Registrant to be
effective up the closing of the offering made pursuant to the
Registration Statement-incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form
S-1 (File No. 333-87997).
4.2 Amended and Restated Investors' Rights Agreement, dated May
28, 1999-incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-1 (File No.
333-87997).
4.3 Series C Preferred Stock Purchase Agreement, dated May 28,
1999-incorporated herein by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-1 (File No. 333-
87997).
4.4 Amendment No. 1 to the Series C Preferred Stock Purchase
Agreement, dated October 29, 1999-incorporated herein by
reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-1 (File No. 333-87997).
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4.5 Specimen Certificate of Registrant's Common Stock-
incorporated herein by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-1 (File No. 333-
87997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CACHEFLOW INC.
Date: November 16, 1999 By: /s/ Michael J. Johnson
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Michael J. Johnson
Vice President, Chief Financial Officer
and Secretary
