CACHEFLOW INC S-1

S-1

FORM S-1

EX-3.1

CERTIFICATE OF INCORPORATION OF THE REGISTRANT

EX-3.2

FORM OF AMENDED AND RESTATED CERTIFICATE

EX-3.3

BYLAWS OF THE REGISTRANT

EX-3.4

FORM OF AMENDED & RESTATED BYLAWS (UPON THE CLOSING)

EX-4.2

AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

EX-4.3

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

EX-10.2

1996 STOCK OPTION PLAN

EX-10.3

1999 STOCK INCENTIVE PLAN

EX-10.4

1999 DIRECTOR OPTION PLAN

EX-10.5

1999 EMPLOYEE STOCK PURCHASE PLAN

EX-10.6

COMMERCIAL LEASE DATED JUNE 14, 1998

EX-10.7

COMMERCIAL LEASE DATED FEBRUARY 19, 1997

EX-10.8

COMMERCIAL LEASE DATED MAY 1, 1999

EX-16.1

LETTER FROM DELOITTE AND TOUCHE LLP

EX-16.2

LETTER FROM PRICEWATERHOUSECOOPERS LLP

EX-21.1

SUBSIDIARIES

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-27.1

FINANCIAL DATA SCHEDULE