<PAGE> 1
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
APRIL 17, 1998
--------------
Date of Report
(Date of earliest event
reported)
AMAZON.COM, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-22513 91-1646860
--------------- --------------------- -------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101 (Address of
---------------------------------------------------------
principal executive offices, including zip code)
(206) 622-2335
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
The Company issued 540,066 shares of its Common Stock in connection with
the acquisition of the following companies: Bookpages Limited, a company
registered in England ("Bookpages"), on April 17, 1998; Telebook, Inc., a
Florida corporation ("Telebook"), on April 24, 1998; and Internet Movie Database
Limited, a company registered in England ("IMDb"), on April 24, 1998. The form
of the transactions for Bookpages and IMDb was an exchange of the Company's
Common Stock plus, in the case of IMDb, cash for the entire issued share capital
of the acquired businesses. For Telebook, the form of the transaction was a
merger, whereby Telebook was merged into a wholly-owned subsidiary of the
Company in exchange for shares of the Company's Common Stock. No underwriters
were used and the recipients of the Company's Common Stock were the shareholders
of the acquired companies.
Twenty-one of the former shareholders of the acquired companies are
non-U.S. residents who collectively received 351,324 shares of the Company's
Common Stock. The shares were not registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to the safe harbor contained in
Regulation S under the Securities Act. The shares issued to non-U.S. residents
were sold in offshore transactions in accordance with the offering restrictions
of Regulation S and no directed selling efforts were made in the United States.
Five of the former shareholders of the acquired companies are U.S.
residents who collectively received 188,742 shares of the Company's Common
Stock. The shares were not registered under the Securities Act, pursuant to the
exemption set forth in Section 4(2) thereof. All U.S. residents who received
shares of the Company's Common Stock made certain representations to the Company
as to investment intent, possessed a sufficient level of financial
sophistication and received or had access to information about the Company. The
shares issued in the transactions are subject to restrictions on transfer absent
registration under the Securities Act, and no offers to sell the securities were
made by any form of general solicitation or general advertisement.
PAGE 1
<PAGE> 3
SIGNATURE
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.
AMAZON.COM, INC.
Dated: May 1, 1998 By /s/ Alan Caplan
-------------------------------------
Vice President and General Counsel
PAGE 2
