content: <PAGE>
  
                        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.
          --------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
  
           Delaware                     000-28139                 91-1715963
  ----------------------------   -----------------------    ----------------------
  (State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
  of Incorporation)                                         Identification Number)
  
  
                                650 Almanor Avenue
                           Sunnyvale, California  94086
                                  (408) 220-2200
          --------------------------------------------------------------
         (Addresses, including zip code, and telephone numbers, including
                    area code, of principal executive offices)
  
  <PAGE>
  
  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).
  <PAGE>
  
                                    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
                                   --------------------------------------------
                                     Michael Johnson
                                     Vice President, Chief Financial Officer and
                                     Secretary (Principal Financial and Accounting
                                     Officer)
  <PAGE>
  
                                 INDEX TO EXHIBITS
  
  
  Exhibit Number                             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)
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text: 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.
          --------------------------------------------------------------
              (Exact Name of Registrant as Specified in its Charter)
  
           Delaware                     000-28139                 91-1715963
  ----------------------------   -----------------------    ----------------------
  (State or Other Jurisdiction   (Commission File Number)      (I.R.S. Employer
  of Incorporation)                                         Identification Number)
  
                                650 Almanor Avenue
                           Sunnyvale, California  94086
                                  (408) 220-2200
          --------------------------------------------------------------
         (Addresses, including zip code, and telephone numbers, including
                    area code, of principal executive offices)
  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).
  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
                                   --------------------------------------------
                                     Michael Johnson
                                     Vice President, Chief Financial Officer and
                                     Secretary (Principal Financial and Accounting
                                     Officer)
  INDEX TO EXHIBITS
  
  Exhibit Number                             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)