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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) ~~June~~July 1812, 2001

Digital Island, Inc.
(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation)		000-26283 (Commission File Number)		680322824 (IRS Employer Identification No.)
45 Fremont Street, 12th Floor, San Francisco, California (Address of principal executive offices)				94105 (Zip Code)

Registrant's telephone number, including area code (415) 738-4100

Not Applicable (Former name or former address, if changed since last report.)

Item 15. ~~CHANGE~~OTHER ~~OF CONTROL OF REGISTRANT~~ EVENTS

OnAppointment ~~May 21, 2001, Dali Acquisition Corp., a Delaware corporation ("Dali"), and a wholly owned subsidiary~~ of Cable and Wireless plc, a public limited company organized and existing under the laws of England and Wales ("Cable & Wireless"), commenced a tender offer (the "Offer") to purchase all of the outstanding shares of our common stock, $0.001 par value (the "Shares"), for $3.40 per Share upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2001, as amended on May 22, 2001, May 31, 2001, June 6, 2001 and June 19, 2001 (the "Offer to Purchase"), and the related Letter of Transmittal included in a Tender Offer Statement on Schedule TO. Directors

~~The Offer~~Pursuant isto ~~being~~Article II ~~made~~of ~~pursuant~~the ~~to an~~ Agreement and Plan of Merger, dated May 14, 2001, entered into by and among Cable & and Wireless plc, ~~Dali~~a public limited company organized and ~~the~~existing ~~Registrant~~under (the laws of England and Wales ("~~Merger~~Cable ~~Agreement~~and Wireless"), Dali Acquisition Corp. ~~The~~, ~~Merger~~a ~~Agreement~~Delaware ~~provides~~corporation ~~that~~and wholly owned indirect subsidiary of Cable and Wireless ("Dali"), ~~among~~and ~~other~~Digital ~~things~~Island, Inc., asa ~~soon~~Delaware ascorporation ~~practicable~~("Digital ~~after~~Island"), ~~satisfaction~~effective orupon ~~waiver~~the acceptance of the ~~conditions~~shares ~~set~~of ~~forth~~Digital inIsland common stock for payment pursuant to the tender ~~Merger~~offer ~~Agreement~~commenced ~~and~~by inDali, ~~accordance~~Cable ~~with~~and ~~the~~Wireless ~~applicable provisions~~is ofentitled ~~the~~to ~~Delaware~~designate ~~General~~certain ~~Corporate~~persons ~~Law,~~on ~~Dali~~our ~~will~~board beof ~~merged~~directors. ~~with~~Cable and ~~into~~Wireless ~~the~~has ~~Registrant~~informed ~~with~~us ~~the~~that ~~Registrant~~Robert ~~continuing~~Drolet, asAvery ~~the~~Duff, ~~surviving~~Marc ~~corporation~~Lefar, Mike McTighe, Don Reed and aGraham ~~wholly~~Wallace ~~owned~~are ~~subsidiary~~its designees to our board of ~~Cable &~~ ~~Wireless~~directors (the "~~Merger~~Designees"). As a result, we have taken the following actions with respect to our board of directors:

•: In accordance with Article III, Section 1 of our bylaws and Article VI of our Amended and Restated Certificate of Incorporation, we increased the size of our board of directors from seven (7) members to ten (10) members.
•: Christos Cotsakos, Robert Marbut and Mary Cirillo-Goldberg (the "Former Directors") have resigned from our board of directors effective July 16, 2001. The directors remaining on our board after the resignation of the Former Directors, but before giving effect to the appointment of the Designees, are Charlie Bass, Ruann F. Ernst, G. Bradford Jones and Shahan Soghikian (the "Remaining Directors").
•: In accordance with Article III, Section 2 of our bylaws, the Designees were duly appointed by the Remaining Directors to fill the vacancies on our board of directors. After giving effect to the resignation of the Former Directors and the appointment of the Designees, our board of directors consists of the following persons: Charlie Bass, Robert Drolet, Avery Duff, Ruann F. Ernst, G. Bradford Jones, Marc Lefar, Don Reed, Shahan Soghikian, Mike McTighe and Graham Wallace.

OnInformation ~~June 18,~~regarding ~~2001,~~each of the ~~initial~~Designees ~~offering~~can ~~period~~be ~~expired~~found ~~pursuant~~in tothe ~~its~~Solicitation/Recommendation ~~terms.~~Statement ~~Cable~~on Schedule &14D-9, ~~Wireless~~originally ~~was~~filed ~~informed~~with bythe ~~Computershare~~Securities ~~Trust~~and Exchange ~~Company~~Commission of(the ~~New~~"SEC") on ~~York~~May 21, ~~the~~2001, ~~depositary~~as ~~for the~~amended ~~Offer~~on May 31, ~~that~~2001, ~~approximately~~June 6, 622001,~~691~~ June 19,~~770~~ ~~Shares~~2001, ~~were~~July 13, ~~validly~~2001 ~~tendered~~ and ~~not~~July 17, ~~withdrawn~~2001, asand ofin the ~~expiration~~Offer ofto ~~the~~Purchase ~~initial~~disclosed ~~offering~~in ~~period,~~the Tender ~~representing~~Offer ~~approximately~~Statement ~~eighty~~on ~~percent~~Schedule ~~(76.2%)~~TO, offiled with the ~~issued~~ ~~and~~SEC ~~outstanding~~on ~~Shares as of~~ May 1021, 2001., Asas aamended ~~result~~on ofMay 21, ~~the~~2001, ~~consummation~~May 22, of2001, ~~the~~May 31, ~~initial~~2001, ~~offering period~~June 6, ~~there~~2001 ~~has~~and ~~been a change of control of the Registrant~~June 19, 2001.

~~On June 19,~~Hiring ~~2001,~~of aChief ~~subsequent~~Technology offering period for the Offer commenced and will expire at 12:00 midnight, New York City time, on July 17, 2001. During the subsequent offering period, Shares will be accepted and promptly paid for as they are tendered. The same $3.40 per Share paid during the initial offering period will be paid during the subsequent offering period. Shares tendered during the initial offering period and during the subsequent offering period may not be withdrawn. Officer

~~The total~~In ~~amount~~July of2001, ~~funds~~Digital ~~required to consummate the Offer and the Merger~~Island, Inc. ~~and~~appointed toChristiana J. ~~pay~~Stumpf ~~the~~as ~~related~~Chief ~~fees~~Technology ~~and~~Officer. ~~expenses~~Ms. Stumpf ~~(including~~most ~~repayment~~recently ofserved ~~all~~as the ~~Registrant's outstanding~~ ~~indebtedness)~~Chief isInformation ~~estimated~~Officer toof beGenuity ~~approximately~~Corporation ~~$640 million.~~where ~~Cable &~~she ~~Wireless~~was ~~and~~responsible ~~its~~for ~~affiliates~~Genuity's ~~are~~international ~~financing~~business ~~the~~information ~~Offer and the Merger with internally available funds~~technology.

~~Pursuant to Article~~Ms. ~~II of the Merger Agreement, effective upon the acceptance of a majority of the outstanding Shares for payment pursuant to the Offer, Cable & Wireless~~Stumpf isholds ~~entitled~~dual tobachelors ~~designate that number~~ of ~~directors~~science todegrees ~~our~~in ~~board~~Cognitive ofScience ~~directors,~~ and ~~each~~Mathematics ~~committee~~from ofSmith ~~our~~College ~~board~~in ofMassachusetts. ~~directors,~~She ~~equal~~also tocompleted ~~the~~a ~~product~~research offellowship ~~(i) the~~at ~~total number of directors on our board~~the ~~and~~Thayer ~~(ii) the~~School ~~percentage that the total number~~ of ~~Shares~~Engineering, ~~beneficially~~Dartmouth ~~owned~~College byas ~~Cable &~~a ~~Wireless~~cancer ~~and~~treatment ~~Dali bears to the total number of Shares outstanding~~developer.

NOTICE TO READ TENDER OFFER DOCUMENTS

This current report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell shares of Digital Island. A Tender Offer Statement on Schedule TO was filed by Cable & Wireless on May 21, 2001 and amended on May 22, 2001, May 31, 2001, June 6, 2001 and June 19, 2001 and a Solicitation/Recommendation Statement on Schedule 14D-9 was filed by Digital Island on May 21, 2001, and amended on May 31, 2001, June 6, 2001 and June 19, 2001, with the Securities and Exchange Commission. You are urged to read the tender offer statement and any other relevant documents filed with the SEC. The Tender Offer Statement, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents filed with the SEC contain important information that you should consider before making any decision regarding the tender offer and related transactions. You

may obtain a free copy of the Tender Offer Statement and other documents filed by Cable & Wireless and Digital Island with the SEC at the SEC's web site at www.sec.gov. The Tender Offer Statement and other documents filed with the SEC by Cable & Wireless are available free of charge from Cable & Wireless by directing a request to Cable & Wireless, 124 Theobalds Road, London WC1X 8RX, United Kingdom. In addition, the Solicitation/Recommendation Statement on Schedule 14D-9 and other documents filed with the SEC by Digital Island may be obtained free of charge from Digital Island by directing a request to Digital Island, 45 Fremont Street, 12th Floor, San Francisco, CA 94105.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits. The following documents are filed as an exhibit to this report and are incorporated by reference in their entirety:

Exhibit		Description
2.1		Agreement and Plan of Merger, dated May 14, 2001, by and among Cable and Wireless plc, Dali Acquisition Corp. and Digital Island, Inc.
99.1		Joint press release issued on June 19, 2001, by Cable and Wireless plc and Digital Island, Inc.

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.

	DIGITAL ISLAND, INC. (Registrant)
	Digital Island, Inc. (Registrant)
Date: June 29, 2001	By:	/s/ HOWARD LASKY Howard Lasky Vice President and General Counsel
Date: July 17, 2001	By:	/s/ HOWARD LASKY
		Howard Lasky Vice President and General Counsel

~~EXHIBITS INDEX~~ QuickLinks

Item 5. OTHER EVENTS
SIGNATURES

Exhibit		Description
2.1		Agreement and Plan of Merger, dated May 14, 2001, by and among Cable and Wireless plc, Dali Acquisition Corp. and Digital Island, Inc.
99.1		Joint press release issued on June 19, 2001, by Cable and Wireless plc and Digital Island, Inc.

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