content: <PAGE>
  
  
                        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.
                                  ---------------
            (Exact name of the Registrant as specified in its charter)
  
          Delaware                      000-28139                   91-1715963
  ------------------------      ------------------------       -------------------
  (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
               ----------------------------------------------------
           (Former name or former address, if changed since last report)
  
  <PAGE>
  
  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
                                          ------------------------------------
                                          Michael Johnson
                                          Vice President, Chief Financial Officer
                                          and Secretary (Principal Financial and
                                          Accounting Officer)
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  Exhibit No.        Description
  -----------        -----------
  
  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.
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text: 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.
                                  ---------------
            (Exact name of the Registrant as specified in its charter)
  
          Delaware                      000-28139                   91-1715963
  ------------------------      ------------------------       -------------------
  (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
               ----------------------------------------------------
           (Former name or former address, if changed since last report)
  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
                                          ------------------------------------
                                          Michael Johnson
                                          Vice President, Chief Financial Officer
                                          and Secretary (Principal Financial and
                                          Accounting Officer)
  INDEX TO EXHIBITS
  
  Exhibit No.        Description
  -----------        -----------
  
  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.