<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO. _____)(1)
AMAZON.COM, INC.
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
0000231351
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
- ---------------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required in 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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
<PAGE>
CUSIP NO. 0000231351 13G Page 2 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KLEINER PERKINS CAUFIELD & BYERS VIII, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VIII") 77-0431351
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
NUMBER 5 SOLE VOTING POWER
-0-
OF
6 SHARED VOTING POWER
SHARES
3,315,966
BENEFICIALLY
7 SOLE DISPOSITIVE POWER
OWNED BY
-0-
REPORTING
8 SHARED DISPOSITIVE POWER
PERSON 3,315,966
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,315,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 3 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KPCB VIII ASSOCIATES, L.P., A CALIFORNIA
LIMITED PARTNERSHIP ("KPCB VIII ASSOCIATES") 94-3240818
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA LIMITED PARTNERSHIP
NUMBER 5 SOLE VOTING POWER
-0-
OF
SHARES 6 SHARED VOTING POWER
3,315,966 SHARES DIRECTLY HELD BY KPCB VIII.
BENEFICIALLY KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB VIII.
OWNED BY
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON -0-
8 SHARED DISPOSITIVE POWER
WITH 3,315,966 SHARES DIRECTLY HELD BY KPCB VIII.
KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB VIII.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,315,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 4 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BROOK BYERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER
5 SOLE VOTING POWER
OF 5,882
SHARES 6 SHARED VOTING POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
BENEFICIALLY DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB INFORMATION SCIENCES
OWNED BY ZAIBATSU FUND II, L.P., A CALIFORNIA LIMITED
PARTNERSHIP ("KPCB ZF II"). KPCB VIII
REPORTING ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES, L.P., A CALIFORNIA LIMITED
PERSON PARTNERSHIP ("KPCB VII ASSOCIATES") IS THE
GENERAL PARTNER OF KPCB ZF II. MR. BYERS IS A
WITH GENERAL PARTNER OF KPCB VIII ASSOCIATES AND
KPCB VII ASSOCIATES. MR. BYERS DISCLAIMS
BENEFICIAL OWNERSHIP OF THE SHARES HELD
DIRECTLY BY KPCB VIII AND KPCB ZF II.
7 SOLE DISPOSITIVE POWER
5,882
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. BYERS IS A GENERAL PARTNER OF
KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. BYERS DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF
II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,258
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 5 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN COMPTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
5,882
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. COMPTON IS A GENERAL PARTNER
REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. COMPTON DISCLAIMS BENEFICIAL
PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
WITH
7 SOLE DISPOSITIVE POWER
5,882
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. COMPTON IS A GENERAL PARTNER
OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. COMPTON DISCLAIMS BENEFICIAL
OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,413,258
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 6 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
L. JOHN DOERR
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
5,883
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. DOERR IS A GENERAL PARTNER OF
REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. DOERR DISCLAIMS BENEFICIAL OWNERSHIP OF THE
PERSON SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF
II.
WITH
7 SOLE DISPOSITIVE POWER
5,883
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. DOERR IS A GENERAL PARTNER OF
KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. DOERR DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF
II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,259
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 7 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WILLIAM R. HEARST III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
4,707
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. HEARST IS A GENERAL PARTNER OF
REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. HEARST DISCLAIMS BENEFICIAL OWNERSHIP OF
PERSON THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB
ZF II.
WITH
7 SOLE DISPOSITIVE POWER
4,707
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. HEARST IS A GENERAL PARTNER OF
KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. HEARST DISCLAIMS BENEFICIAL OWNERSHIP OF
THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB
ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,406,083
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 8 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
VINOD KHOSLA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
5,882
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS A GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. KHOSLA IS THE GENERAL PARTNER
REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. KHOSLA DISCLAIMS BENEFICIAL
PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
WITH
7 SOLE DISPOSITIVE POWER
5,882
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS A GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. KHOSLA IS THE GENERAL PARTNER
OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. KHOSLA DISCLAIMS BENEFICIAL
OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,258
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 9 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH LACOB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
5,882
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. LACOB IS A GENERAL PARTNER OF
REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. LACOB DISCLAIMS BENEFICIAL OWNERSHIP OF THE
PERSON SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF
II.
WITH
7 SOLE DISPOSITIVE POWER
5,882
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. LACOB IS A GENERAL PARTNER OF
KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES.
MR. LACOB DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF
II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,258
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 0000231351 13G Page 10 of 18 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DOUGLAS MACKENZIE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER 5 SOLE VOTING POWER
5,882
OF
6 SHARED VOTING POWER
SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. MACKENZIE IS A GENERAL PARTNER
REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. MACKENZIE DISCLAIMS BENEFICIAL
PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
WITH
7 SOLE DISPOSITIVE POWER
5,882
8 SHARED DISPOSITIVE POWER
3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE
DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES
ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII
ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII.
KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF
KPCB ZF II. MR. MACKENZIE IS A GENERAL PARTNER
OF KPCB VIII ASSOCIATES AND KPCB VII
ASSOCIATES. MR. MACKENZIE DISCLAIMS BENEFICIAL
OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB
VIII AND KPCB ZF II.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,407,258
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 18 Pages
ITEM 1(a) NAME OF ISSUER:
Amazon.com, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1516 Second Avenue, 2nd Floor
Seattle, WA 98101
ITEM 2(a)-(c) NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING:
This statement is being filed by KPCB VIII Associates,
whose principal business address is 2750 Sand Hill Road,
Menlo Park, California 94025. The names and business
addresses and citizenships of all the general partners
of KPCB VIII Associates are set forth on Exhibit B
hereto. In addition, certain general partners of KPCB
VIII Associates are also general partners of KPCB VII
Associates.
KPCB VIII Associates is general partner to KPCB VIII.
KPCB VII Associates is general partner to KPCB ZF II.
With respect to KPCB VIII Associates, this statement
relates only to KPCB VIII Associates and, for those
general partners of KPCB VIII Associates who are also
general partners of KPCB VII Associates, KPCB VIII
Associates' indirect, beneficial ownership of the shares
of Common Stock of Amazon.com, Inc., held directly by
KPCB VIII and KPCB ZF II (the "Shares") and, to the
extent applicable, to the shares over which each general
partner exercises sole voting and dispositive control.
The Shares are held directly by KPCB VIII and KPCB ZF II,
and KPCB VIII Associates and KPCB VII Associates do not
directly or otherwise hold any Shares. Management of the
business affairs of KPCB VIII Associates and KPCB VII
Associates, including decisions respecting disposition
and/or voting of the Shares, is by majority decision of
the general partners of KPCB VIII Associates and KPCB VII
Associates, respectively, each of whom disclaims
beneficial ownership of the Shares.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(e) CUSIP NUMBER:
<PAGE>
Page 12 of 18 Pages
0000231351
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
See items 5-11 of cover sheets hereto.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited
partnership agreements of KPCB VIII, KPCB VIII
Associates, KPCB VII Associates and KPCB ZF II, the
general and limited partners of such entities may have
the right to receive dividends on, or the proceeds from
the sale of the Shares of Amazon.com, Inc., held by such
entity. No such partner's rights relate to more than
five percent of the class.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
<PAGE>
Page 13 of 18 Pages
SIGNATURES
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: February 10, 1998
BROOK H. BYERS KPCB VIII ASSOCIATES, L.P., A
KEVIN R. COMPTON CALIFORNIA
L. JOHN DOERR LIMITED PARTNERSHIP
WILLIAM R. HEARST III
VINOD KHOSLA
JOSEPH S. LACOB
DOUGLAS P. MACKENZIE By: /s/ Kevin R. Compton
--------------------------
A General Partner
By: /s/ Michael S. Curry KLEINER PERKINS CAUFIELD &
----------------------------- BYERS VIII, L.P., A CALIFORNIA
Michael S. Curry LIMITED PARTNERSHIP
Attorney-in-Fact
By KPCB VIII Associates, L.P.,
a California Limited
Partnership, its General
Partner
By: /s/ Kevin R. Compton
--------------------------
A General Partner
<PAGE>
Page 14 of 18 Pages
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 16
Exhibit B: List of General Partners of KPCB VIII Associates 17
<PAGE>
Page 15 of 18 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Act the amended statement dated February 10, 1998, containing
the information required by Schedule 13G, for the Shares of Amazon.com, Inc.,
held by Kleiner Perkins Caufield & Byers VIII, L.P., a California limited
partnership, and with respect to the general partners, such other holdings as
may be reported therein.
Date: February 10, 1998
BROOK H. BYERS KLEINER PERKINS CAUFIELD &
KEVIN R. COMPTON BYERS VIII, L.P., A CALIFORNIA
L. JOHN DOERR LIMITED PARTNERSHIP
WILLIAM R. HEARST III
VINOD KHOSLA By KPCB VIII Associates, L.P.,
JOSEPH S. LACOB a California Limited Partnership,
DOUGLAS P. MACKENZIE its General Partner
By: /s/ Michael S. Curry By: /s/ Kevin R. Compton
------------------------------ ----------------------------
Michael S. Curry A General Partner
Attorney-in-Fact
KPCB VIII ASSOCIATES, A CALIFORNIA
LIMITED PARTNERSHIP
By: /s/ Kevin R. Compton
------------------------------
A General Partner
<PAGE>
Page 16 of 18 Pages
EXHIBIT B
General Partners of
KPCB VIII ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VIII
Associates, is the following: (a) name; (b) business address; and (c)
citizenship.
1. (a) Brook H. Byers*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Kevin R. Compton*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) L. John Doerr*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) William R. Hearst III*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Vinod Khosla*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
<PAGE>
Page 17 of 18 Pages
6. (a) Joseph S. Lacob*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) Douglas P. MacKenzie*
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
- ---------------------
* Listed individual is also a general partner of KPCB VII Associates, L.P., a
California limited partnership.
