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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
December 15, 2000
CACHEFLOW INC.
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(Exact name of the Registrant as specified in its charter)
Delaware 000-28139 91-1715963
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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
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(Former name or former address, if changed since last report)
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ITEM 2: ACQUISITIONS OR DISPOSITIONS OF ASSETS.
On December 15, 2000, CacheFlow Inc., a Delaware corporation ("CacheFlow")
and Entera, Inc., a Delaware corporation ("Entera"), consummated a merger (the
"Merger") whereby Diamond Merger Corp., a Delaware corporation and a
wholly-owned subsidiary of CacheFlow ("Merger Sub"), was merged with and into
Entera pursuant to an Agreement and Plan of Merger and Reorganization (the
"Merger Agreement"), dated as of October 10, 2000. Entera 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 Entera ("Entera Common Stock") was converted into the right to
receive 0.107657 shares of common stock of CacheFlow ("CacheFlow Common Stock").
In addition, each option to purchase Entera Common Stock outstanding at the time
of the Merger under Entera's stock option plans was converted into an option to
purchase 0.107657 shares of CacheFlow Common Stock and the associated exercise
price was adjusted accordingly.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANICAL INFORMATION, AND EXHIBITS.
The following financial statements and exhibits are filed as part of this
report:
(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
2.2 Agreement and Plan of Merger and Reorganization, dated as of
October 10, 2000, among CacheFlow Inc., Diamond Merger
Corp., Entera, Inc. and John Scharber as Stockholders'
Representative.
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: December 21, 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 No. Description
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2.2 Agreement and Plan of Merger and Reorganization, dated as of
October 10, 2000, among CacheFlow Inc., Diamond Merger Corp.
Entera, Inc. and John Scharber as Stockholders' Representative.
