<PAGE>
---------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 (June 5, 2000)
CACHEFLOW INC.
---------------
(Exact name of the Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 000-28139 91-1715963
------------------------ ------------------------ ------------------------------------
(State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
</TABLE>
650 Almanor Avenue
Sunnyvale, California 94086
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code: (408) 220-2200
Not Applicable
----------------------------------------------------
(Former name or former address, if changed since last report)
-----------------------------------------------------
<PAGE>
The undersigned Registrant hereby amends the following item of its Current
Report on Form 8-K filed June 19, 2000 for the event of June 5, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following financial statements and exhibits are filed as part of this
report:
(a) FINANCIAL STATEMENTS OF SPRINGBANK NETWORKS, INC.:
Included herein as Exhibit 99.1 to this Current Report on Form 8-K/A
is the audited balance sheet of SpringBank Networks, Inc.
("SpringBank") as of June 5, 2000, and the related statements of
operations, stockholders' equity (deficit), and cash flows for the
period from December 22, 1999 (inception) through June 5, 2000.
(b) PRO FORMA FINANCIAL INFORMATION
The following documents appear as Exhibit 99.2 to this Current Report
on Form 8-K/A:
1) Unaudited Pro Forma Condensed Combining Balance Sheet as of
April 30, 2000;
2) Unaudited Pro Forma Condensed Combining Statement of
Operations for the year ended April 30, 2000; and
3) Notes to the Unaudited Pro Forma Condensed Combining
Financial Information.
(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). (1)
99.1 Audited Financial Statements of SpringBank Networks, Inc.
99.2 Unaudited Pro Forma Condensed Combining Financial
Information.
----------------------
(1) Incorporated by reference to Exhibit 2 to the Registrant's Form 8-K
filed June 19, 2000.
<PAGE>
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 hereunto duly authorized.
CACHEFLOW INC.
Date: August 21, 2000 By: /s/ Michael Johnson
------------------------------------
Michael Johnson Vice President, Chief
Financial Officer and Secretary (Principal
Financial and Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
---------- -----------
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).
(Incorporated by reference to Exhibit 2 to the Registrant's Form
8-K filed June 19, 2000)
99.1 Audited Financial Statements of SpringBank Networks, Inc.
99.2 Unaudited Pro Forma Condensed Combining Financial Information.
