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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Restrac, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
76126W 10 8
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(CUSIP Number)
Kavitark R. Shriram
1516 Second Ave, 4th Floor, Seattle, WA 98101
Telephone: (206) 622-2335
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
*The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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CUSIP NO. 76126W 10 8 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Amazon.com, Inc.
91-1646860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware
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Number of 7 SOLE VOTING POWER: 1,670,273 shares
Shares -------------------------------------------------------------
Beneficially
Owned by 8 SHARED VOTING POWER: Not applicable
Each -------------------------------------------------------------
Reporting
Person With 9 SOLE DISPOSITIVE POWER: 1,670,273 shares
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10 SHARED DISPOSITIVE POWER: Not applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 1,670,273 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Approximately 16.7%
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14 TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per
share (the "Common Stock"), of Restrac, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive and business offices are located at
91 Hartwell Avenue, Lexington MA 02173.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Amazon.com, Inc., a Delaware
corporation (the "Company"), whose principal business is the online retailing of
books, music compact discs, videos, DVDs, computer games, and other titles. The
address of the Company's principal business office is 1516 Second Ave, 4th
Floor, Seattle, WA 98101.
The following provides certain information as to the directors and
executive officers of the Company (where no business address is given, the
address is that of the Company's principal executive and business offices stated
in this Item 2):
<TABLE>
<CAPTION>
Directors:
<S> <C>
Name Principal Occupation and Business Address
Jeffrey P. Bezos Chairman of the Board, President and Chief
Executive Officer of the Company
Tom A. Alberg Principal in Madrona Investment Group, L.L.C.
Madrona Investment Partners
1000 Second Avenue, Suite 3700
Seattle, WA 98104
Scott D. Cook Chairman of the Board of Intuit, Inc.
Intuit, Inc.
2535 Garcia Ave.
Mountain View, CA 94043
L. John Doerr General Partner, Kleiner Perkins Caufield & Byers
Kleiner Perkins Caufield & Byers
2750 Sand Hill Rd.
Menlo Park, CA 94025
Patricia Q. Stonesifer Chairman of the Gates Library Foundation
Gates Library Foundation
PO Box 3189
Redmond, WA 98073
</TABLE>
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<TABLE>
<CAPTION>
Executive Officers:
<S> <C>
Name Principal Occupation and Business Address(1)
Jeffrey P. Bezos President, Chief Executive Officer and Chairman of
the Board
Joy D. Covey Chief Financial Officer, Vice President of Finance
and Administration, and Secretary
Richard L. Dalzell Vice President and Chief Information Officer
Mary E. Morouse Vice President of Merchandising
Sheldon J. Kaphan Vice President and Chief Technology Officer
John D. Risher Senior Vice President of Product Development
Joel R. Spiegel Vice President of Engineering
Jimmy Wright Vice President and Chief Logistics Officer
Kavitark R. Shriram Vice President of Business Development
</TABLE>
(1) The present principal occupation of all executive officers of the
Company is with the Company. The business address of each executive
officer of the Company is 1516 Second Ave, 4th Floor, Seattle, WA 98101.
During the last five years, neither the Company nor, to the best
knowledge of the Company, any person named in this Item 2 has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each person named in this Item 2 is a
citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of Common Stock held by the Company were issued to the
Company by the Issuer as partial consideration for the sale of certain assets of
the Company and the licensing of certain software and trademarks of the Company
pursuant to an Asset Purchase Agreement dated as of November 18, 1998 (the
"Purchase Agreement"). None of the funds used to purchase the shares of Common
Stock consisted of funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the shares of Common
Stock.
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ITEM 4. PURPOSE OF TRANSACTION.
On November 18, 1998 (the "Transaction Date"), the Company and the
Issuer entered into the Purchase Agreement and an associated Software and
Trademark License Agreement whereby the Company sold certain assets and licensed
certain software and trademarks to the Issuer (the "Transaction"). All shares of
Common stock held by the Company were issued to the Company by the Issuer as
partial consideration for the Transaction.
(a) The Company does not presently have any plans or proposals
which would relate to or would result in the acquisition or
disposition of additional securities of the Issuer.
(b) The Company does not presently have any plans or proposals
which relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries.
(c) The Company does not presently have any plans or proposals
which relate to or would result in a sale or transfer of a
material amount of assets of the Issuer or of any of its
subsidiaries.
(d) The Company does not presently have any plans or proposals
which relate to or would result in a sale or transfer of a
material amount of assets of the Issuer or of any of its
subsidiaries.
(e) The Company does not presently have any plans or proposals
which relate to or would result in any material change in the
present capitalization or dividend policy of the Issuer.
(f) The Company does not presently have any plans or proposals
which relate to or would result in any other material change
in the Issuer's business or corporate structure.
(g) The Company does not presently have any plans or proposals
which relate to or would result in changes in the Issuer's
charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Issuer by any person.
(h) The Company does not presently have any plans or proposals
which relate to or would result in a class of securities of
the Issuer being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association.
(i) The Company does not presently have any plans or proposals
which relate to or would result in a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
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(j) The Company does not presently have any plans or proposals
which relate to or would result in an action similar to any of
those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this statement, the Company owns 1,670,273
shares of Common Stock of the Issuer constituting approximately 16.7% of the
total outstanding shares of Common Stock. Neither the Company nor, to its
knowledge, any of the other persons described in Item 2 above beneficially owns
any outstanding shares of Common Stock of the Issuer other than the 1,670,273
shares of Common Stock of the Issuer which were acquired by the Company in
connection with the Transaction.
(b) The Company has sole power to vote and to direct the vote of,
and sole power to dispose or to direct the disposition of, all 1,670,273 shares
of Common Stock which it beneficially owns on the date of this statement.
(c) The Company has not effected any transaction in the Issuer's
Common Stock during the past 60 days and, to the best of its knowledge, no
person named in Item 2 has effected any transactions in the Issuer's Common
Stock during the past 60 days.
(d) No other person is known to the Company to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Common Stock beneficially owned by the
Company on the date of this statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the terms of the Purchase Agreement, the Company has
one demand registration right on Form S-3 exercisable beginning two years after
the Transaction Date and expiring seven years after the Transaction Date. The
Company also has unlimited "piggy-back" registration rights.
ITEM 7. Material to be Filed as Exhibits.
None.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 30, 1998 Amazon.com, Inc.
By: /s/ Alan Caplan
Title: Vice President and General Counsel
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