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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 19, 2000
CACHEFLOW INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-28139 91-1715963
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
650 Almanor Avenue
Sunnyvale, California 94086
(408) 220-2200
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(Addresses, including zip code, and telephone numbers, including
area code, of principal executive offices)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 5, 2000, CacheFlow Inc., a Delaware corporation ("CacheFlow") and
SpringBank Networks, Inc., a Delaware corporation ("SpringBank"), consummated a
merger (the "Merger") whereby Wildcat Merger Corporation, a Delaware corporation
and a wholly-owned subsidiary of CacheFlow ("Merger Sub"), was merged with and
into SpringBank pursuant to an Agreement and Plan of Reorganization (the "Merger
Agreement"), dated as of June 3, 2000. SpringBank has survived the Merger as a
wholly-owned subsidiary of CacheFlow.
Pursuant to the Merger Agreement, each issued and outstanding share of
common stock of SpringBank ("SpringBank Common Stock") was converted into the
right to receive 0.2 shares of common stock of CacheFlow ("CacheFlow Common
Stock"). In addition, each option to purchase SpringBank Common Stock
outstanding at the time of the Merger under SpringBank's stock option plans
was converted into an option to purchase 0.2 shares of CacheFlow Common Stock
and the associated exercise price was adjusted accordingly.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS
The Registrant will provide the financial statements required by paragraph
(a) of Item 7 of Form 8-K promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), if any such information is required, on a Form 8-K/A
within 60 days of the date that this initial report on Form 8-K is required to
be filed with the Commission.
(b) PRO FORMA FINANCIAL INFORMATION
The Registrant will provide the pro forma financial information required by
paragraph (b) of Item 7 of Form 8-K promulgated by the Commission pursuant to
the Exchange Act, if any such pro forma financial information is required, on a
Form 8-K/A within 60 days of the date that this initial report on Form 8-K is
required to be filed with the Commission.
(c) EXHIBITS.
2.1 Agreement and Plan of Reorganization, dated as of June 3, 2000,
by and among CacheFlow Inc., Wildcat Merger Corporation, SpringBank
Networks, Inc. and Soren Christensen (as Stockholders' Agent).
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SIGNATURES
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 hereunto duly authorized.
CACHEFLOW INC.
DATE: June 19, 2000 By: /s/ Michael Johnson
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Michael Johnson
Vice President, Chief Financial Officer and
Secretary (Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
Exhibit Number Description
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2.1 Agreement and Plan of Reorganization, dated as of June 3,
2000, by and among CacheFlow Inc., Wildcat Merger
Corporation, SpringBank Networks, Inc. and Soren Christensen
(as Stockholders' Agent)
