<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 91-1646860
<S> <C>
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
1516 SECOND AVENUE, 4TH FLOOR
SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
AMAZON.COM, INC.
1997 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JEFFREY P. BEZOS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMAZON.COM, INC.
1516 SECOND AVENUE, 4TH FLOOR
SEATTLE, WASHINGTON 98101
(206) 622-2335
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
COPIES TO:
L. MICHELLE WILSON
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 9,534,648 $17.3125 $165,068,594 $50,021
=====================================================================================================================
</TABLE>
(1) Includes 6,000,000 shares reserved for issuance under the Amazon.com,
Inc. 1997 Stock Option Plan plus an additional 3,534,648 shares that
are or may become available under such plan because they were reserved
for issuance under the Amazon.com, Inc. Amended and Restated 1994 Stock
Option Plan, together with an indeterminate number of additional shares
that may be necessary to adjust the number of shares reserved for
issuance pursuant to the 1997 Stock Option Plan as the result of any
future stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of
1933, as amended. The price per share is estimated to be $17.3125 based
on the average of the high ($17.875) and low ($16.750) sales prices for
the Common Stock in the over-the-counter market on June 4, 1997, as
reported on the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's prospectus (the "Prospectus") filed with
the Securities and Exchange Commission (the "Commission") on May 15, 1997
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act");
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Prospectus; and
(c) The description of the Registrant's Common Stock contained
in the Registration Statement on Form 8-A, filed with the Commission on May 2,
1997, under Section 12(g) of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicate that the securities offered
hereby have been sold or which deregister the securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as well as
other employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, bylaws, disinterested director vote, stockholder vote, agreement or
otherwise.
Section 10 of the Registrant's Bylaws requires indemnification to the
full extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgment, fines, ERISA excise taxes or penalties and
amounts paid in settlement) actually and reasonably incurred or suffered by any
person in connection with any actual or threatened action, suit or proceeding,
whether civil, criminal, administrative or investigative (including, to the
extent permitted by law, any derivative action) by reason of the fact that such
person is or was serving as a director or officer of the Registrant or that,
being or having been a director or officer of the Registrant, such person is or
was serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan. The
Bylaws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees and agents with the same
scope and effect as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
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Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
The Registrant has entered into certain indemnification agreements with
its officers and directors. The indemnification agreements provide the
Registrant's officers and directors with further indemnification, to the maximum
extent permitted by the DGCL.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ----------------- -------------------------------------------------------------
5.1 Opinion of Perkins Coie.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Perkins Coie (included in opinion filed as Exhibit
5.1).
24.1 Power of Attorney (see signature page).
99.1 1997 Stock Option Plan (incorporated by reference to Exhibit
10.21 to the Registration Statement on Form S-1).
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on June 6, 1997.
AMAZON.COM, INC.
By /s/ Jeffery P. Bezos
-----------------------------------------
Jeffrey P. Bezos
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
EACH PERSON WHOSE INDIVIDUAL SIGNATURE APPEARS BELOW HEREBY AUTHORIZES
JEFFREY P. BEZOS AND JOY D. COVEY, OR EACH OF THEM, AS ATTORNEYS-IN-FACT, WITH
FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF OF SUCH PERSON,
INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE, ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, INCLUDING ANY AND ALL POST-EFFECTIVE
AMENDMENTS.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on the 6th day of June, 1997.
SIGNATURE TITLE
/s/ Jeffrey P. Bezos President, Chief Executive Officer and
- --------------------------------- Chairman of the Board (Principal
Jeffrey P. Bezos Executive Officer)
/s/ Joy D. Covey Chief Financial Officer and Vice
- --------------------------------- President of Finance and Administration
Joy D. Covey (Principal Financial and Accounting
Officer)
/s/ Tom A. Alberg Director
- ---------------------------------
Tom A. Alberg
/s/ Scott D. Cook Director
- ---------------------------------
Scott D. Cook
/s/ L. John Doerr Director
- ---------------------------------
L. John Doerr
/s/ Patricia Q. Stonesifer Director
- ---------------------------------
Patricia Q. Stonesifer
II-4
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Perkins Coie (included in opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (see signature page).
99.1 1997 Stock Option Plan (incorporated by reference to
Exhibit 10.21 to the Registration Statement on Form S-1).
<PAGE> 1
EXHIBIT 5.1
[PERKINS COIE LETTERHEAD]
June 6, 1997
Amazon.com, Inc.
1516 Second Avenue, 4th Floor
Seattle, WA 98101
RE: REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK, PAR VALUE $0.01
PER SHARE, OF AMAZON.COM, INC. (THE "COMPANY")
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") pursuant to
the Securities Act of 1933, as amended (the "Act"), which you are filing with
the Securities and Exchange Commission with respect to up to 9,534,648 shares of
Common Stock, par value $0.01 per share, of the Company (the "Common Stock")
that may be issuable under the Amazon.com, Inc. 1997 Stock Option Plan (the
"1997 Stock Option Plan"). The shares of Common Stock issuable under the 1997
Stock Option Plan are hereinafter collectively referred to as the "Shares."
We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all signatures.
Based upon and subject to the foregoing, we are of the opinion that,
upon the due execution by the Company and the registration by its registrar of
the Shares and the issuance and sale thereof by the Company in accordance with
the terms of the 1997 Stock Option Plan and the receipt of consideration
therefor in accordance with the terms of the 1997 Stock Option Plan, the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
PERKINS COIE
<PAGE> 1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Stock Option Plan of Amazon.com,
Inc. of our report dated February 28, 1997, (except for Note 6, as to which the
date is April 18, 1997), with respect to the financial statements of Amazon.com,
Inc. included in the Registration Statement (Form S-1, No. 333-23795) of
Amazon.com, Inc. filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
June 5, 1997
