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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1998
REGISTRATION NO. 333-63311
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
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)
DELAWARE 91-1646860
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1516 SECOND AVENUE, 4TH FLOOR
SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
JUNGLEE CORP. 1996 STOCK PLAN
JUNGLEE CORP. 1998 EQUITY INCENTIVE PLAN
SAGE ENTERPRISES, INC. 1997 AMENDED STOCK OPTION PLAN
SAGE ENTERPRISES, INC. MVP STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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)
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COPIES TO:
SCOTT L. GELBAND
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 (333-63311) amends and restates Part II, Item 8 hereof as follows:
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1* Opinion of Perkins Coie LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Perkins Coie LLP (included in the opinion filed as Exhibit 5.1)
23.3 Consent of Deloitte & Touche LLP, Independent Auditors
24.1* Power of Attorney (see signatures page)
99.1* Junglee Corp. 1996 Option Plan
99.2* Junglee Corp. 1998 Equity Incentive Plan
99.3* Sage Enterprises, Inc. 1997 Amended Stock Option Plan
99.4* Sage Enterprises, Inc. MVP Stock Option Plan
</TABLE>
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*Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to 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 September 30, 1998.
AMAZON.COM, INC.
By /s/ JOY D. COVEY
--------------------------------
Joy D. Covey,
Chief Financial Officer,
Vice President of
Finance and Administration
and Secretary
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated below on the September 30, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
* Jeffrey P. Bezos
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Jeffrey P. Bezos Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Joy D. Covey
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Joy D. Covey Chief Financial Officer, Vice President of Finance and Administration
and Secretary (Principal Financial and Accounting Officer)
* Tom A. Alberg
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Tom A. Alberg Director
* Scott D. Cook
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Scott D. Cook Director
* L. John Doerr
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L. John Doerr Director
* Patricia Q. Stonesifer
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Patricia Q. Stonesifer Director
*By /s/ Joy D. Covey
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Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1* Opinion of Perkins Coie LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP, Independent Auditors
24.1* Power of Attorney (see signatures page)
99.1* Junglee Corp. 1996 Stock Plan
99.2* Junglee Corp. 1998 Equity Incentive Plan
99.3* Sage Enterprises, Inc. 1997 Amended Stock Option Plan
99.4* Sage Enterprises, Inc. MVP Stock Option Plan
</TABLE>
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* Previously filed.
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EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement (Form S-8 No. 333-63311),
pertaining to the Junglee Corp. 1996 Stock Plan, the Junglee Corp. 1998 Equity
Incentive Plan, the Sage Enterprises, Inc. 1997 Amended Stock Option Plan and
the Sage Enterprises, Inc. MVP Stock Option Plan, of Amazon.com, Inc. of our
report dated January 19, 1998, with respect to the financial statements and
schedule of Amazon.com, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1997, and our report dated January 19, 1998, except for
paragraphs 2 and 3 of Note 1 as to which the date is August 27, 1998, with
respect to the supplemental consolidated financial statements and schedule of
Amazon.com, Inc. included in its Current Report on Form 8-K dated August 27,
1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
September 30, 1998
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EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-63311 of Amazon.com, Inc. of our report
dated February 6, 1998, on the financial statements of Junglee Corp. as of
December 31, 1997 and 1996 and for the year ended December 31, 1997 and for the
period from June 3, 1996 (inception) to December 31, 1996 appearing in the
Current Report on Form 8-K of Amazon.com, Inc. filed August 27, 1998.
Deloitte & Touche LLP
San Jose, California
September 30, 1998
