AMAZON COM INC
S-3, 1998-09-30
CATALOG & MAIL-ORDER HOUSES
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<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1998
 
                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                                AMAZON.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                              <C>
                    DELAWARE                                        91-1646860
            (STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
 
                         1516 SECOND AVENUE, 4TH FLOOR
                           SEATTLE, WASHINGTON 98101
                                 (206) 622-2335
   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                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 OF AGENT FOR SERVICE)
                            ------------------------
                                   COPIES TO:
                                SCOTT L. GELBAND
                                PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                                 (206) 583-8888
 
        Approximate date of commencement of proposed sale to the public:
     FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
 
    If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]
 
    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.  [X]
 
    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]
- ------------------
 
    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]
- ------------------
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                        <C>                     <C>                     <C>                     <C>
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM
 TITLE OF SECURITIES TO         AMOUNT TO BE           OFFERING PRICE        AGGREGATE OFFERING          AMOUNT OF
      BE REGISTERED              REGISTERED             PER SHARE(1)              PRICE(1)            REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
  value per share........     2,662,125 shares             $97.75             $260,222,718.75             $76,766
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c), based on the high and low sales prices of the
    Common Stock on September 23, 1998.
                            ------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
                 SUBJECT TO COMPLETION DATED SEPTEMBER 30, 1998
 
PROSPECTUS
 
                                2,662,125 SHARES
 
                                AMAZON.COM, INC.
                                  COMMON STOCK
 
     This Prospectus relates to the sale of up to 2,662,125 shares (the
"Shares") of common stock, $0.01 par value per share (the "Common Stock"), of
Amazon.com, Inc. (the "Company" or "Amazon.com"). The Shares may be offered by
certain stockholders of the Company (the "Selling Stockholders") or by their
pledgees, donees, distributees or other successors-in-interest, from time to
time in transactions (which may include block transactions) in the
over-the-counter market through the Nasdaq National Market ("Nasdaq"), or on one
or more other securities markets and exchanges, in privately negotiated
transactions, or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices relating to such prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares directly to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they may
sell as principals, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions). See "Selling Stockholders" and "Plan
of Distribution."
 
     The Company issued the Shares to the Selling Stockholders as a result of
certain private placements as follows: (i) on April 24, 1998 in connection with
the merger of a wholly owned subsidiary of the Company with and into Telebook,
Inc., a Florida corporation (the "Telebook Merger"), (ii) on August 12, 1998 in
connection with the merger of a wholly owned subsidiary of the Company with and
into Junglee Corp., a Delaware corporation (the "Junglee Merger"), and (iii) on
August 27, 1998 in connection with the merger of a wholly owned subsidiary of
the Company with and into Sage Enterprises, Inc., a Massachusetts corporation
(the "PlanetAll Merger" and together with the Telebook Merger and the Junglee
Merger, the "Mergers"). In addition, the Company issued certain of the Shares to
the Selling Stockholders on a private placement basis upon the exercise of
certain stock options. The Shares issued in connection with the Mergers and to
those persons upon exercise of stock options constitute the Shares being
registered hereunder. In connection with any sales, the Selling Stockholders and
any brokers participating in such sales may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Selling Stockholders."
 
     None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear all
expenses (other than broker's commissions and similar charges) in connection
with the registration and sale of the Shares being offered by the Selling
Stockholders that initially were issued as a result of the Mergers. The Company
has agreed to indemnify the Selling Stockholders and any broker-dealers who act
in connection with the sale of the Shares hereunder that initially were issued
as a result of the Mergers against certain liabilities, including liabilities
under the Securities Act.
 
     The Common Stock is quoted on Nasdaq under the symbol "AMZN." On September
29, 1998, the closing sales price for the Common Stock as reported on Nasdaq was
$113.125 per share.
                            ------------------------
 
           THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 4.
                            ------------------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
                            ------------------------
 
       The date of this Prospectus is                            , 1998.
<PAGE>   3
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information filed by the Company with
the Commission can be inspected and copied (at prescribed rates) at the public
reference facilities maintained by the Commission in Washington, D.C. (450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549) and at the Commission's
Regional Offices in New York (7 World Trade Center, 13th Floor, New York, New
York 10048) and Chicago (Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661). The Company is an electronic filer and the Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the web site is http://www.sec.gov. The Company's
reports, proxy and information statements and other information may also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
 
     This Prospectus is part of a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto, the "Registration Statement") filed
with the Commission under the Securities Act with respect to the Shares offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted in
accordance with the Commission's rules and regulations. For further information
with respect to the Company and the Shares offered hereby, reference is made to
the Registration Statement and the exhibits thereto. The statements in this
Prospectus are qualified in their entirety by reference to the contents of any
agreement or other document incorporated herein by reference, a copy of which is
filed as an exhibit to either the Registration Statement or other filings by the
Company with the Commission.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon such
person's written or oral request, a copy of any and all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to Amazon.com,
Inc., 1516 Second Avenue, Seattle, Washington 98101, Attention: Investor
Relations, telephone: (206) 622-2335.
 
     The following documents filed with the Commission (File No. 000-22513) by
the Company are incorporated by reference into this Prospectus:
 
          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997;
 
          (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
     quarters ended March 31, 1998 and June 30, 1998;
 
          (c) The Company's Current Reports on Form 8-K filed April 27, 1998,
     April 28, 1998, May 1, 1998, May 6, 1998, August 7, 1998, August 27, 1998
     and September 11, 1998; and
 
          (d) The description of the Company'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 with the Commission by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed modified, superseded or replaced for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies, supersedes or replaces such statement. Any
 
                                        2
<PAGE>   4
 
statement so modified, superseded or replaced shall not be deemed, except as so
modified, superseded or replaced, to constitute a part of this Prospectus.
                            ------------------------
 
     The Company's principal executive offices are located at 1516 Second
Avenue, Seattle, Washington 98101, telephone: (206) 622-2335.
 
                           FORWARD-LOOKING STATEMENTS
 
     This Prospectus and the documents incorporated herein by reference contain
forward-looking statements based on current expectations, estimates and
projections about the Company's industry, management's beliefs and certain
assumptions made by management. All statements, trends, analyses and other
information contained in this Prospectus and the documents incorporated herein
by reference relative to trends in net sales, gross margin, anticipated expense
levels and liquidity and capital resources, as well as other statements
including, but not limited to, words such as "anticipate," "believe," "plan,"
"estimate," "expect," "seek" and "intend," and other similar expressions,
constitute forward-looking statements. These forward-looking statements involve
risks and uncertainties, and actual results may differ materially from those
anticipated or expressed in such statements. Potential risks and uncertainties
include, among others, those set forth herein under "Risk Factors," as well as
set forth under "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview," "-- Liquidity and Capital Resources" and
"-- Additional Factors That May Affect Future Results" in the Company's
Quarterly Report on Form 10-Q filed for the quarter ended June 30, 1998 and
under "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Overview" and "-- Liquidity and Capital Resources" and
"Business -- Additional Factors That May Affect Future Results" in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997, as amended by
the Company's Current Report on Form 8-K dated August 27, 1998. Particular
attention should be paid to the cautionary statements involving the Company's
limited operating history, the unpredictability of its future revenues, the
unpredictable and evolving nature of its business model, the intensely
competitive online commerce and retail book and music industries and the risks
associated with capacity constraints, systems development, management of growth,
acquisitions, any new products and international or domestic business expansion.
Except as required by law, the Company undertakes no obligation to update any
forward-looking statement, whether as a result of new information, future events
or otherwise. Readers, however, should carefully review the factors set forth in
other reports or documents that the Company files from time to time with the
Commission.
 
                                        3
<PAGE>   5
 
                                  RISK FACTORS
 
     In addition to the other information contained in this Prospectus,
investors should carefully consider the following risk factors before making an
investment decision concerning the Shares:
 
     Limited Operating History; Accumulated Deficit; Anticipated Losses. The
Company was incorporated in July 1994 and commenced offering products for sale
on its Web site in July 1995. Accordingly, the Company has a limited operating
history on which to base an evaluation of its business and prospects. The
Company's prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving markets such as
online commerce. Such risks for the Company include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks, the Company must, among other things, maintain and increase
its customer base, implement and successfully execute its business and marketing
strategy and its expansion into new product or geographic markets, effectively
manage and integrate acquisitions and other business combinations, continue to
develop and upgrade its technology and transaction-processing systems, improve
its Web site, provide superior customer service and order fulfillment, respond
to competitive developments, and attract, retain and motivate qualified
personnel. There can be no assurance that the Company will be successful in
addressing such risks, and the failure to do so could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.
 
     Since inception, the Company has incurred significant losses, and as of
June 30, 1998 had an accumulated deficit of $70.5 million. The Company believes
that its success will depend in large part on its ability to (i) extend its
brand position, (ii) provide its customers with outstanding value and a superior
shopping experience, and (iii) achieve sufficient sales volume to realize
economies of scale. Accordingly, the Company intends to continue to invest
heavily in marketing and promotion, product development and technology and
operating infrastructure development. The Company also offers attractive pricing
programs, which have resulted in relatively low product gross margins. As a
result, achieving profitability given planned investment levels depends on the
Company's ability to generate and sustain substantially increased revenue
levels. In addition, amounts associated with the Company's recent acquisitions,
including amortization of goodwill and other purchased intangibles and ongoing
operating expenses of those companies, as well as interest expense related to
the Senior Discount Notes (as defined below) will further affect the Company's
operating results. As a result of the foregoing factors, the Company believes
that it will continue to incur substantial operating losses for the foreseeable
future and that the rate at which such losses will be incurred will increase
significantly from current levels. Although the Company has experienced
significant revenue growth in recent periods, such growth rates are not
sustainable and will decrease in the future. In view of the rapidly evolving
nature of the Company's business and its limited operating history, the Company
believes that period-to-period comparisons of its operating results, including
the Company's gross profit and operating expenses as a percentage of net sales,
are not necessarily meaningful and should not be relied on as an indication of
future performance.
 
     Unpredictability of Future Revenues; Potential Fluctuations in Quarterly
Operating Results; Seasonality. As a result of the Company's limited operating
history and the emerging nature of the markets in which it competes, the Company
is unable to accurately forecast its revenues. The Company's current and future
expense levels are based largely on its investment plans and estimates of future
revenues and are to a large extent fixed. Sales and operating results generally
depend on the volume of, timing of and ability to fulfill orders received, which
are difficult to forecast. The Company may be unable to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall. Accordingly,
any significant shortfall in revenues in relation to the Company's planned
expenditures would have an immediate adverse effect on the Company's business,
prospects, financial condition and results of operations. Further, as a
strategic response to changes in the competitive environment, the Company may
from time to time make certain pricing, service, marketing or acquisition
decisions that could have a material adverse effect on its business, prospects,
financial condition and results of operations. For example, the Company has
recently announced acquisitions that will result in the Company's incurring
significant charges, including amortization of goodwill and other purchased
intangibles and ongoing operating expenses of the acquired companies.
 
                                        4
<PAGE>   6
 
     The Company expects to experience significant fluctuations in its future
quarterly operating results due to a variety of factors, many of which are
outside the Company's control. Factors that may adversely affect the Company's
quarterly operating results include, among others, (i) the Company's ability to
retain existing customers, attract new customers at a steady rate and maintain
customer satisfaction, (ii) the Company's ability to acquire product, to
maintain appropriate inventory levels and to manage fulfillment operations,
(iii) the Company's ability to maintain gross margins in its existing business
and in future product lines and markets, (iv) the development, announcement or
introduction of new sites, services and products by the Company and its
competitors, (v) price competition or higher wholesale prices in the industry,
(vi) the level of use of the Internet and online services and increasing
consumer acceptance of the Internet and other online services for the purchase
of products such as those offered by the Company, (vii) the Company's ability to
upgrade and develop its systems and infrastructure, (viii) the Company's ability
to attract new personnel in a timely and effective manner, (ix) the level of
traffic on the Company's Web site, (x) the Company's ability to manage
effectively its development of new business segments and markets, (xi) the
Company's ability to successfully manage the integration of operations and
technology of acquisitions or other business combinations, (xii) technical
difficulties, system downtime or Internet brownouts, (xiii) the amount and
timing of operating costs and capital expenditures relating to expansion of the
Company's business, operations and infrastructure, (xiv) the number of popular
books, music selections and other products introduced during the period, (xv)
the level of merchandise returns experienced by the Company, (xvi) governmental
regulation and taxation policies, (xvii) disruptions in service by common
carriers due to strikes or otherwise, and (xviii) general economic conditions
and economic conditions specific to the Internet, online commerce and the book
and music industries.
 
     The Company expects that it will experience seasonality in its business,
reflecting a combination of seasonal fluctuations in Internet usage and
traditional retail seasonality patterns. Internet usage and the rate of Internet
growth may be expected to decline during the summer. Further, sales in the
traditional retail book and music industries are generally significantly higher
in the fourth calendar quarter of each year.
 
     Due to the foregoing factors, in one or more future quarters the Company's
operating results may fall below the expectations of securities analysts or
investors. In such event, the trading price of the Common Stock would likely be
materially adversely affected.
 
     Competition. The online commerce market, particularly over the Web, is new,
rapidly evolving and intensely competitive. In addition, the retail book and
music industries are intensely competitive. The Company's current or potential
competitors include (i) various online booksellers and vendors of other products
such as CDs and videotapes, including entrants into narrow specialty niches,
(ii) a number of indirect competitors that specialize in online commerce or
derive a substantial portion of their revenues from online commerce, through
which retailers other than the Company may offer products, and (iii) publishers,
distributors and retail vendors of books, music and other products, including
Barnes & Noble, Inc., Bertelsmann AG and other large specialty booksellers and
integrated media corporations, many of which possess significant brand
awareness, sales volume and customer bases. The Company believes that the
principal competitive factors in its market are brand recognition, selection,
personalized services, convenience, price, accessibility, customer service,
quality of search tools, quality of editorial and other site content and
reliability and speed of fulfillment. Many of the Company's competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than the Company.
Certain of the Company's competitors may be able to secure merchandise from
vendors on more favorable terms, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing or inventory availability
policies and devote substantially more resources to Web site and systems
development than the Company. Increased competition may result in reduced
operating margins, loss of market share and a diminished brand franchise. There
can be no assurance that the Company will be able to compete successfully
against current and future competitors.
 
     The Company expects that competition in the Internet and online commerce
markets will intensify in the future. For example, as various Internet market
segments obtain large, loyal customer bases, participants in those segments may
seek to leverage their market power to the detriment of participants in other
market segments. In addition, new technologies and the expansion of existing
technologies may increase the
                                        5
<PAGE>   7
 
competitive pressures on online retailers, including the Company. For example,
"shopping agent" technologies permit customers to quickly compare the Company's
prices with those of its competitors. Competitive pressures created by any one
of the Company's competitors, or by the Company's competitors collectively,
could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.
 
     System Development and Operation Risks. The Company's revenues depend on
the number of visitors who shop on its Web site and the volume of orders it
fulfills. Any system interruptions that result in the unavailability of the
Company's Web site or reduced order fulfillment performance would reduce the
volume of goods sold and the attractiveness of the Company's product and service
offerings. The Company has experienced periodic system interruptions, which it
believes will continue to occur from time to time. The Company uses an
internally developed system for its Web site and substantially all aspects of
transaction processing, including order management, cash and credit card
processing, purchasing, inventory management and shipping. The Company will be
required to add additional software and hardware and further develop and upgrade
its existing technology, transaction-processing systems and network
infrastructure to accommodate increased traffic on its Web site and increased
sales volume through its transaction-processing systems. Any inability to do so
may cause unanticipated system disruptions, slower response times, degradation
in levels of customer service, impaired quality and speed of order fulfillment,
or delays in reporting accurate financial information. There can be no assurance
that the Company will be able to accurately project the rate or timing of
increases, if any, in the use of its Web site or in a timely manner to
effectively upgrade and expand its transaction-processing systems or to
integrate smoothly any newly developed or purchased modules with its existing
systems. Any inability to do so could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
 
     Substantially all of the Company's computer and communications hardware is
located at a single leased facility in Seattle, Washington. The Company's
systems and operations are vulnerable to damage or interruption from fire,
flood, power loss, telecommunications failure, break-ins, earthquake and similar
events. The Company does not currently have redundant systems or a formal
disaster recovery plan and in the event of a major interruption does not have
sufficient business interruption insurance to compensate it for losses that may
occur. Despite the implementation of network security measures by the Company,
its servers are vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions, which could lead to interruptions, delays, loss of
critical data or the inability to accept and fulfill customer orders. The
occurrence of any of the foregoing events could have a material adverse effect
on the Company's business, prospects, financial condition and results of
operations.
 
     Management of Potential Growth. The Company has rapidly and significantly
expanded its operations and anticipates that further expansion will be required
to address potential growth in its customer base, to expand its product and
service offerings and its international operations, and to pursue other market
opportunities. The expansion of the Company's operations and employee base has
placed, and is expected to continue to place, a significant strain on the
Company's management, operational and financial resources. To manage the
expected growth of its operations and personnel, the Company will be required to
improve existing and implement new transaction-processing, operational and
financial systems, procedures and controls, as well as to expand, train and
manage its growing employee base. There can be no assurance that the Company's
current and planned personnel, systems, procedures and controls will be adequate
to support the Company's future operations, that management will be able to
hire, train, retain, motivate and manage required personnel or that Company
management will be able to successfully identify, manage and exploit existing
and potential market opportunities. If the Company is unable to manage growth
effectively, such inability could have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
 
     Risks of New Business Areas. The Company over time intends to expand its
operations by promoting new or complementary products or sales formats and by
expanding the breadth and depth of its product or service offerings. For
example, the Company introduced its music store in June 1998. Expansion of the
Company's operations in this manner will require significant additional expenses
and development, operations and editorial resources and could strain the
Company's management, financial and operational resources. Furthermore, the
Company may not benefit from the first-mover advantage that it experienced in
the online
                                        6
<PAGE>   8
 
book market, and gross margins attributable to new business areas may be lower
than those associated with the Company's existing business activities. There can
be no assurance that the Company will be able to expand its operations in a
cost-effective or timely manner. Furthermore, any new business launched by the
Company that is not favorably received by consumers could damage the Company's
reputation or the Amazon.com brand. The lack of market acceptance of such
efforts or the Company's inability to generate satisfactory revenues from such
expanded services or products to offset their cost could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.
 
     Risks of International Expansion. The Company expects to expand its
presence in foreign markets and in April 1998 acquired two international online
booksellers to accelerate this expansion. To date, the Company has only limited
experience in sourcing, marketing and distributing products on an international
basis and in developing localized versions of its Web site and other systems.
The Company expects to incur significant costs in establishing international
facilities and operations, in promoting its brand internationally, in developing
localized versions of its Web site and other systems and in sourcing, marketing
and distributing products in foreign markets. There can be no assurance that the
Company's international efforts will be successful. If the revenues resulting
from international activities are inadequate to offset the expense of
establishing and maintaining foreign operations, such inadequacy could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations. In addition, there are certain risks
inherent in doing business on an international level, such as unexpected changes
in regulatory requirements, export and import restrictions, tariffs and other
trade barriers, difficulties in staffing and managing foreign operations, longer
payment cycles, political instability, fluctuations in currency exchange rates,
seasonal reductions in business activity in other parts of the world and
potentially adverse tax consequences, any of which could adversely affect the
success of the Company's international operations. Furthermore, it is possible
that governments in certain foreign jurisdictions may have or enact legislation
with respect to the Internet or other online services in such areas as content,
privacy, network security, encryption or distribution that may affect the
Company's ability to conduct business abroad. There can be no assurance that one
or more of such factors will not have a material adverse effect on the Company's
future international operations and, consequently, on the Company's business,
prospects, financial condition and results of operations.
 
     Risks of Business Combinations and Strategic Alliances. The Company may
choose to expand its operations or market presence by entering into business
combinations, investments, joint ventures or other strategic alliances with
third parties such as the Company's April acquisitions of two international
online booksellers and of Internet Movie Database Limited and August
acquisitions of Junglee Corp. ("Junglee") and Sage Enterprises, Inc.
("PlanetAll"). Any such transaction will be accompanied by risks commonly
encountered in such transactions, which include, among others, the difficulty of
assimilating the operations, technology and personnel of the combined companies,
the potential disruption of the Company's ongoing business, the possible
inability to retain key technical and managerial personnel, the potential
inability of management to maximize the financial and strategic position of the
Company through the successful integration of acquired businesses, additional
expenses associated with amortization of goodwill and purchased intangible
assets, additional operating losses and expenses associated with the activities
and expansion of acquired businesses, the maintenance of uniform standards,
controls and policies and the possible impairment of relationships with existing
employees and customers. There can be no assurance that the Company will be
successful in overcoming these risks or any other problems encountered in
connection with such business combinations, investments, joint ventures or other
strategic alliances, or that such transactions will not have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.
 
     Rapid Technological Change. To remain competitive, the Company must
continue to enhance and improve the responsiveness, functionality and features
of the Amazon.com online store. The Internet and the online commerce industry
are characterized by rapid technological change, changes in user and customer
requirements and preferences, frequent new products and service introductions
embodying new technologies and the emergence of new industry standards and
practices that could render the Company's existing Web site and proprietary
technology and systems obsolete. The Company's success will depend, in part, on
its ability to license leading technologies useful in its business, enhance its
existing services, develop new services and technology that address the
increasingly sophisticated and varied needs of its prospective customers and
 
                                        7
<PAGE>   9
 
respond to technological advances and emerging industry standards and practices
on a cost-effective and timely basis. The development of a Web site and other
proprietary technology entails significant technical, financial and business
risks. There can be no assurance that the Company will successfully implement
new technologies or adapt its Web site, proprietary technology and
transaction-processing systems to customer requirements or emerging industry
standards. If the Company is unable, for technical, legal, financial or other
reasons, to adapt in a timely manner in response to changing market conditions
or customer requirements, such inability could have a material adverse effect on
the Company's business, prospects, financial condition and results of
operations.
 
     Dependence on Key Personnel. The Company's performance is substantially
dependent on the continued services and on the performance of its senior
management and other key personnel, particularly Jeffrey P. Bezos, its
President, Chief Executive Officer and Chairman of the Board. The Company does
not have long-term employment agreements with any of its key personnel and
maintains no "key person" life insurance policies. The loss of the services of
its executive officers or other key employees could have a material adverse
effect on the Company's business, prospects, financial condition and results of
operations.
 
     Reliance on Certain Suppliers. The Company purchases a substantial majority
of its products from two major vendors, Ingram Book Group ("Ingram") and Baker &
Taylor, Inc. Ingram is the Company's single largest supplier and accounted for
58% and 59% of the Company's inventory purchases in 1997 and 1996, respectively.
The Company has no long-term contracts or arrangements with any of its vendors
that guarantee the availability of merchandise, the continuation of particular
payment terms or the extension of credit limits. There can be no assurance that
the Company's current vendors will continue to sell merchandise to the Company
on current terms or that the Company will be able to establish new or extend
current vendor relationships to ensure acquisition of merchandise in a timely
and efficient manner and on acceptable commercial terms. If the Company were
unable to develop and maintain relationships with vendors that would allow it to
obtain sufficient quantities of merchandise on acceptable commercial terms, such
inability could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.
 
     Increased Leverage. The Company has significant indebtedness outstanding,
principally $326 million gross proceeds of 10% Senior Discount Notes due 2008
(the "Senior Discount Notes"), capitalized lease obligations and other equipment
financing. The Company may incur substantial additional indebtedness in the
future. The level of the Company's indebtedness, among other things, could (i)
make it difficult for the Company to make payments on the Senior Discount Notes,
(ii) make it difficult for the Company to obtain any necessary financing in the
future for working capital, capital expenditures, debt service requirements or
other purposes, (iii) limit the Company's flexibility in planning for, or
reacting to changes in, its business, and (iv) make it more vulnerable in the
event of a downturn in its business. There can be no assurance that the Company
will be able to improve its earnings before fixed charges or that the Company
will be able to meet its debt service obligations, including its obligations
under the Senior Discount Notes. In the event the Company's cash flow is
inadequate to meet its obligations, the Company could face substantial liquidity
problems. If the Company is unable to generate sufficient cash flow or otherwise
obtain funds necessary to make required payments, or if the Company otherwise
fails to comply with the various covenants in its indebtedness, it would be in
default under the terms thereof, which would permit the holders of such
indebtedness to accelerate the maturity of such indebtedness and could cause
defaults under other indebtedness of the Company. Any such default could have a
material adverse effect on the Company's business, prospects, financial
condition and results of operations.
 
     Risks Associated With Domain Names. The Company currently holds various Web
domain names relating to its brand, including the "Amazon.com" domain name. The
acquisition and maintenance of domain names generally is regulated by
governmental agencies and their designees. For example, in the United States,
the National Science Foundation has appointed Network Solutions, Inc. as the
exclusive registrar for the ".com," ".net" and ".org" generic top-level domains.
The regulation of domain names in the United States and in foreign countries is
subject to change. Governing bodies may establish additional top-level domains,
appoint additional domain name registrars or modify the requirements for holding
domain names. As a result, there can be no assurance that the Company will be
able to acquire or maintain relevant domain names in all
                                        8
<PAGE>   10
 
countries in which it conducts business. Furthermore, the relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights is unclear. The Company, therefore, may be unable to prevent
third parties from acquiring domain names that are similar to, infringe upon or
otherwise decrease the value of its trademarks and other proprietary rights. Any
such inability could have a material adverse effect on the Company's business,
prospects, financial condition and results of operations.
 
     Governmental Regulation and Legal Uncertainties. The Company is not
currently subject to direct regulation by any domestic or foreign governmental
agency, other than regulations applicable to businesses generally and laws or
regulations directly applicable to access to online commerce. However, due to
the increasing popularity and use of the Internet and other online services, it
is possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
pricing, content, copyrights, distribution and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online. The adoption of any additional laws or regulations may decrease the
growth of the Internet or other online services, which could, in turn, decrease
the demand for the Company's products and services and increase the Company's
cost of doing business, or otherwise have a material adverse effect on the
Company's business, prospects, financial condition and results of operations.
Moreover, the applicability to the Internet and other online services of
existing laws in various jurisdictions governing issues such as property
ownership, sales and other taxes, libel and personal privacy is uncertain and
may take years to resolve. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business, or the application of existing laws
and regulations to the Internet and other online services could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations.
 
     Restrictions on Payment of Dividends. The Company has never paid any cash
dividends on its Common Stock. The Company's Board of Directors will determine
future dividend policy based on the Company's results of operations, financial
condition, capital requirements and other circumstances. The Indenture, dated as
of May 8, 1998, between the Company and the Bank of New York, as Trustee,
relating to the Senior Discount Notes, prohibits the Company from paying cash
dividends on its capital stock, subject to certain exceptions. It is not
anticipated that any cash dividends will be paid on the Common Stock in the
foreseeable future.
 
     Year 2000 Compliance. The Company has developed a plan to modify its
information technology to recognize the Year 2000 and has, to the extent
necessary, begun converting its critical data processing systems. Since the
Company's systems and software are relatively new, management does not expect
Year 2000 issues related to its own internal systems to be significant and does
not anticipate that it will incur significant operating expenses or be required
to invest heavily in computer systems improvements to be Year 2000 compliant.
The Company has initiated formal communications with certain of its significant
suppliers and service providers to determine the extent to which the Company's
interface systems may be vulnerable should those third parties fail to address
and correct their own Year 2000 issues. The Company currently expects the
project to be completed in the third quarter of 1999. There can be no guarantee
that the systems of suppliers or other companies on which the Company relies
will be converted in a timely manner and will not have a material adverse effect
on the Company's systems. Additionally, there can be no guarantee that the
computer systems necessary to maintain the viability of the Internet or any of
the Web sites that direct consumers to the Company's online store will be Year
2000 compliant. As part of the Company's overall Year 2000 compliance plan, the
Company intends to monitor systems performance and plans to develop a rapid
response program in the event of any significant disruption as a result of the
Year 2000 issues.
 
     Volatility of Stock Price. The trading price of the Common Stock is subject
to wide fluctuations. For example, for the 52-week period ended September 25,
1998, the reported closing price of the Common Stock on Nasdaq was as high as
$147 and as low as $21.125 per share (as adjusted for the Company's 2-for-1
stock split effected June 1, 1998). Trading prices of the Common Stock may
fluctuate in response to a number of events and factors, such as quarterly
variations in operating results, announcements of innovations, new products,
strategic developments or business combinations by the Company or its
competitors, changes in the
                                        9
<PAGE>   11
 
Company's expected operating expense levels or losses, changes in financial
estimates and recommendations by securities analysts, the operating and stock
price performance of other companies that investors may deem comparable to the
Company, news reports relating to trends in the Internet, book or music
industries and other events or factors many of which are beyond the Company's
control. In addition, the stock market in general, and the market prices for
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the trading
price of the Common Stock, regardless of the Company's operating performance.
 
                                       10
<PAGE>   12
 
                              SELLING STOCKHOLDERS
 
     The following table provides certain information regarding the Selling
Stockholders and the number of Shares being offered by them as of September 30,
1998.
 
                  SHARES BENEFICIALLY OWNED PRIOR TO OFFERING
 
<TABLE>
<CAPTION>
                                                        PERCENTAGE OF                        SHARES
                                                           COMMON                         BENEFICIALLY
                                                            STOCK       SHARES THAT MAY   OWNED AFTER
             NAME AND ADDRESS               AMOUNT       OUTSTANDING        BE SOLD       OFFERING(1)
             ----------------               -------     -------------   ---------------   ------------
<S>                                         <C>         <C>             <C>               <C>
PLANETALL MERGER
Warren William Adams......................  166,907(2)     *                166,907               0
William Allocca...........................    1,406(3)     *                      5           1,401
Kenneth Edward Barrett....................    1,814        *                  1,814               0
Thomas Jason Black........................       99(2)     *                     99               0
David Bullock.............................    6,751        *                  6,751               0
Rachael Burger............................      736(4)     *                      5             731
Jason Peter Butler........................      161(5)     *                      5             156
Steven James Carbone......................      156        *                    156               0
CMG @Ventures II, LLC.....................  225,557(2)     *                225,557               0
Digital Ventures Limited..................  120,952(2)     *                120,952               0
Kenneth Lee Dinovo........................      903(6)     *                      5             898
Steven Richard Dyer.......................      847(7)     *                      5             842
Robert A. Ferrari.........................       23        *                     23               0
Stuart Gannes.............................      557        *                    557               0
Nancy T. Garland..........................      121(8)     *                      5             116
Growth Partners...........................    6,590        *                  6,590               0
John William Gurley.......................    4,274        *                  4,274               0
John Hummer...............................    4,274        *                  4,274               0
Thomas R. Johnson.........................       69        *                     69               0
Alexander Kaplevatsky.....................        2        *                      2               0
Brian J. Kennealy.........................      562(9)     *                      5             557
Alan Kipust...............................    3,157        *                  3,157               0
James R. Lane.............................    3,076        *                  3,076               0
Frank Nelson Levy.........................    4,963(10)    *                      5           4,958
Phillip Preston Lohnes....................      296        *                    296               0
Lycos, Inc................................  107,377(2)     *                107,377               0
Thomas Mastrocola.........................    1,352        *                  1,352               0
Jeffrey D. Mather.........................       33        *                     33               0
Gerald Phillip Michalski..................      427(2)     *                    427               0
John Kenneth Michaud......................       23        *                     23               0
James David Mirenda.......................    2,453        *                  2,453               0
M. Bruce Nakao 1994 Trust 4/28/94.........      977        *                    977               0
Wende Lawrence Niles......................      147(11)    *                      5             142
Sung Kyu Park.............................    1,394        *                  1,394               0
Puma Technology, Inc......................   12,824        *                 12,824               0
Clive Ramsay..............................    2,255        *                  2,255               0
Brian Roberts.............................    6,157        *                  6,157               0
Brian David Robertson.....................   41,747(2)     *                 41,747               0
Henry W. Rossi............................    2,714        *                  2,714               0
</TABLE>
 
                                       11
<PAGE>   13
 
<TABLE>
<CAPTION>
                                                        PERCENTAGE OF                        SHARES
                                                           COMMON                         BENEFICIALLY
                                                            STOCK       SHARES THAT MAY   OWNED AFTER
             NAME AND ADDRESS               AMOUNT       OUTSTANDING        BE SOLD       OFFERING(1)
             ----------------               -------     -------------   ---------------   ------------
<S>                                         <C>         <C>             <C>               <C>
Bradley Alan Rowe.........................      977        *                    977               0
Schwartz Communications, Inc..............    1,090        *                  1,090               0
Dennis Hyun Son...........................      156(2)     *                    156               0
Stevenson Family Investment, L.P..........    1,581        *                  1,581               0
SUN Capital Partners Limited..............   39,356        *                 39,356               0
Robert Blair Taylor.......................    1,767        *                  1,767               0
Gwen Thompson.............................    2,461        *                  2,461               0
David F. Tufaro...........................   13,945(2)     *                 13,945               0
Sharon K. Tufaro..........................   13,945(2)     *                 13,945               0
Vencor & Co...............................    1,804        *                  1,804               0
Scott Wilhelm.............................      117(12)    *                      5             112
JUNGLEE MERGER
Yu Shun Chang.............................    5,412        *                  5,412               0
Hon-Jane Chiu.............................   33,826        *                 33,826               0
Linda Christensen.........................      634        *                    634               0
CMC Magnetics Corporation.................   35,179        *                 35,179               0
Martin Cooper.............................    3,382        *                  3,382               0
Werner O. Daghofer........................    3,588(13)    *                  2,663             925
Dip Yah International Corporation.........    2,706        *                  2,706               0
Constantin S. Delivanis...................   10,148        *                 10,148               0
Peter M. Donovan..........................    2,706        *                  2,706               0
F&W Investments 1997......................    1,353        *                  1,353               0
Gabriel Fernandez.........................    1,071        *                  1,071               0
Fred M. Gibbons...........................    3,664        *                  3,664               0
Anbarasan P. Gounder......................      907(14)    *                    761             146
Ashish Gupta..............................  175,899(15)    *                175,899               0
Masumi Hara...............................      676        *                    676               0
Venkatesh Harinarayan.....................  175,899(16)    *                175,899               0
Kin Yuen Hoh..............................    1,183        *                  1,183               0
Mei Chin Huang............................   13,530        *                 13,530               0
Kankaku Investment Co., Ltd...............    5,412        *                  5,412               0
KIC-3 Investment Partnership..............    8,118        *                  8,118               0
Kyocera Corporation.......................   45,102        *                 45,102               0
Yen-Nan Lee...............................   27,061        *                 27,061               0
Brian Lent................................    6,267(17)    *                  5,186           1,081
Judy Ting-Lan Li..........................    2,706        *                  2,706               0
Steve W. Marchette........................      243        *                    243               0
Rakesh Mathur.............................  175,899(18)    *                175,899               0
McKinsey & Company, Inc...................    8,698        *                  8,698               0
Gordon Mortensen..........................      270        *                    270               0
Nichimen America, Inc.....................   45,102        *                 45,102               0
Nichiman Corporation (Japan)..............   45,102        *                 45,102               0
Peter Norvig..............................    4,299(19)    *                  4,246              53
Craig & Susan Olson Living Trust
Dated April 15, 1997, Through its
Trustees, Craig & Susan Olson.............    8,456        *                  8,456               0
</TABLE>
 
                                       12
<PAGE>   14
 
<TABLE>
<CAPTION>
                                                        PERCENTAGE OF                        SHARES
                                                           COMMON                         BENEFICIALLY
                                                            STOCK       SHARES THAT MAY   OWNED AFTER
             NAME AND ADDRESS               AMOUNT       OUTSTANDING        BE SOLD       OFFERING(1)
             ----------------               -------     -------------   ---------------   ------------
<S>                                         <C>         <C>             <C>               <C>
Zoe Oredson...............................      338        *                    338               0
Nayantara H. Patel........................      685(20)    *                    439             246
Yan L. Philipe............................      403(21)    *                    338              65
Dallan Quass..............................   35,179        *                 35,179               0
Anand Rajaraman...........................  175,899(22)    *                175,899               0
M.R. Rangaswami...........................   10,148        *                 10,148               0
Michelle L. Rife..........................      466        *                    466               0
Robert C. Fitzwilson Trust................    4,735        *                  4,735               0
Robyn Sherman.............................    2,390        *                  2,390               0
Hisato Shihodo............................   27,061        *                 27,061               0
Kavitark R. Shriram(23)...................  110,274(24)    *                 76,448          33,826
Silicon Valley Bank.......................      608        *                    608               0
Damon Todd Silver.........................      537(25)    *                    394             143
Stanford University.......................   22,706        *                  2,706          20,000
Sun Circle Pte. Ltd.......................    2,706        *                  2,706               0
Susan Jackson, Trustee of the
Susan JacksonTrust dated 9/15/89..........    4,735        *                  4,735               0
Trans Cosmos USA Inc......................   94,715        *                 94,715               0
Tsyuoshi Taira............................   47,357        *                 47,357               0
The Washington Post Co....................  202,961        *                202,961               0
Jeffrey D. Ullman.........................    5,412        *                  5,412               0
Kenneth J. Virnig.........................      413        *                    413               0
Win Win Venture Capital Corporation.......   22,551        *                 22,551               0
WS Investment Company.....................      819        *                    819               0
WS Investment Company 97B.................      819        *                    819               0
Karen C. Yao..............................    2,106(26)    *                  1,973             133
TELEBOOK MERGER
Michael J.G. Gleissner....................  129,532        *                129,532               0
Christian Jagodzinski.....................   75,676        *                 75,676               0
Maria Garcia Nielson......................    3,778        *                  3,778               0
Ulrike Stadler............................   75,676        *                 75,676               0
OTHER TRANSACTIONS
Tracy Adams...............................      533        *                    533               0
Alan R. Bailey............................       34        *                     34               0
Vladimir Sukonnik.........................    1,574        *                  1,574               0
</TABLE>
 
- ---------------
  *  Less than 1%.
 
 (1) Assumes the sale of all the Shares offered by each of the Selling
     Stockholders.
 
 (2) These Shares are contractually ineligible for sale or transfer pursuant to
     the Registration Statement or otherwise until the publication by the
     Company of certain financial data that reflect the combined results of
     operations of the Company and PlanetAll for a period of 30 days.
 
 (3) Includes 1,401 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
 (4) Includes 731 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
 (5) Includes 156 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
 (6) Includes 898 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
                                       13
<PAGE>   15
 
 (7) Includes 842 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
 (8) Includes 116 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
 (9) Includes 557 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(10) Includes 4,958 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(11) Includes 142 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(12) Includes 112 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(13) Includes 925 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(14) Includes 146 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(15) Includes 78,249 Shares subject to a right of repurchase by the Company. As
     a result, these Shares will not contractually be eligible for sale or
     transfer pursuant to the Registration Statement or otherwise until such
     Shares have vested and are released. Subject to the provision of continuous
     services, 2,371 of such Shares will vest per month. The vesting of such
     Shares will accelerate under certain circumstances pursuant to the terms of
     Mr. Gupta's Restricted Stock Purchase Agreement.
 
(16) Includes 78,249 Shares subject to a right of repurchase by the Company. As
     a result, these Shares will not contractually be eligible for sale or
     transfer pursuant to the Registration Statement or otherwise until such
     Shares have vested and are released. Subject to the provision of continuous
     services, 2,371 of such Shares will vest per month. The vesting of such
     Shares will accelerate under certain circumstances pursuant to the terms of
     Mr. Harinarayan's Restricted Stock Purchase Agreement.
 
(17) Includes 1,081 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(18) Includes 78,249 Shares subject to a right of repurchase by the Company. As
     a result, these Shares will not contractually be eligible for sale or
     transfer pursuant to the Registration Statement or otherwise until such
     Shares have vested and are released. Subject to the provision of continuous
     services, 2,371 of such Shares will vest per month. The vesting of such
     Shares will accelerate under certain circumstances pursuant to the terms of
     Mr. Mathur's Restricted Stock Purchase Agreement.
 
(19) Includes 53 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(20) Includes 246 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(21) Includes 65 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(22) Includes 78,249 Shares subject to a right of repurchase by the Company. As
     a result, these Shares will not contractually be eligible for sale or
     transfer pursuant to the Registration Statement or otherwise until such
     Shares have vested and are released. Subject to the provision of continuous
     services, 2,371 of such Shares will vest per month. The vesting of such
     Shares will accelerate under certain circumstances pursuant to the terms of
     Mr. Rajaraman's Restricted Stock Purchase Agreement.
 
(23) Mr. Shriram currently serves as Vice President, Business Development of the
     Company.
 
(24) Includes 22,551 Shares subject to a right of repurchase by the Company. As
     a result, these Shares will not contractually be eligible for sale or
     transfer pursuant to the Registration Statement or otherwise until such
     Shares have vested and are released. Subject to the provision of continuous
     services, 2,819 of such Shares will vest per month. Also includes 33,826
     shares subject to options exercisable within 60 days of September 30, 1998.
 
(25) Includes 143 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
(26) Includes 133 Shares subject to options exercisable within 60 days of
     September 30, 1998.
 
     Except as noted above, none of the Selling Stockholders has had any
material relationship with the Company, or any of its affiliates, within the
past three years.
 
     The former stockholders of PlanetAll have agreed to indemnify and hold the
Company harmless for any losses that may be suffered by the Company or its
affiliates arising out of or in connection with any inaccuracy in, or
misrepresentation or breach of, any representation or warranty made by PlanetAll
in the PlanetAll merger and related agreements, or any failure by PlanetAll to
perform its obligations under the PlanetAll
 
                                       14
<PAGE>   16
 
merger and related agreements. Approximately 10% of the Shares that initially
were issued to each of the Selling Stockholders as a result of the PlanetAll
Merger have been deposited with an escrow agent to secure such indemnification
obligations. The securities placed in escrow, although included as part of the
Shares registered hereunder, thus contractually may not be eligible for resale
during the period in which the Registration Statement remains effective.
 
     The former stockholders of Junglee have agreed to indemnify and hold the
Company harmless for any losses that may be suffered by the Company or its
affiliates arising out of or in connection with any inaccuracy in, or
misrepresentation or breach of, any representation or warranty made by Junglee
in the Junglee merger and related agreements, or any failure by Junglee to
perform its obligations under the Junglee merger and related agreements.
Approximately 12% of the Shares that initially were issued to each of the
Selling Stockholders as a result of the Junglee Merger have been deposited with
an escrow agent to secure such indemnification obligations. The securities
placed in escrow, although included as part of the Shares registered hereunder,
thus contractually may not be eligible for resale during the period in which the
Registration Statement remains effective.
 
     The Selling Stockholders have represented to the Company that they acquired
the Shares for their own account for investment only and not with a view toward
the public sale or distribution thereof, except pursuant to sales registered
under the Securities Act or exemptions therefrom. In recognition of the fact
that the Selling Stockholders, even though acquiring the Shares for investment,
may wish to be legally permitted to sell their Shares when they deem
appropriate, the Company agreed with the Selling Stockholders to file with the
Commission under the Securities Act a Registration Statement with respect to the
resale of the Shares from time to time and agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective during the periods negotiated in
connection with the respective mergers. With respect to the Shares issued in
connection with the PlanetAll Merger, the Registration Statement shall remain
effective until the earliest of (i) August 27, 1999, (ii) the date on which all
Shares have been registered and sold pursuant to the Registration Statement, or
(iii) the date on which the Shares issued in the PlanetAll Merger cease to meet
the definition of "Registrable Securities" as defined in the merger agreement
for the PlanetAll Merger. With respect to the Shares issued in connection with
the Junglee Merger, the Registration Statement shall remain effective until the
earliest of (i) August 12, 1999, (ii) the date on which all Shares have been
registered and sold pursuant to the Registration Statement, or (iii) the date on
which the Shares issued in the Junglee Merger cease to meet the definition of
"Registrable Securities" as defined in the merger agreement for the Junglee
Merger. With respect to the Shares issued in connection with the Telebook
Merger, the Registration Statement shall remain effective until the earlier of
(i) ten days after the Registration Statement becomes effective or (ii) the
distribution contemplated by the Registration Statement has been completed. See
"Plan of Distribution."
 
                              PLAN OF DISTRIBUTION
 
     All the Shares offered hereby may be sold from time to time by the Selling
Stockholders, or by their pledgees, donees, distributees, transferees or other
successors-in-interest. The sale of the Shares by the Selling Stockholders may
be effected from time to time in one or more types of transactions (which may
include block transactions) in the over-the-counter market through Nasdaq, or on
one or more other securities markets and exchanges, in privately negotiated
transactions, through put or call options transactions relating to the Shares,
through short sales of Shares, or through a combination of such methods of sale,
at fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect the above-mentioned transactions by
selling the Shares directly to purchasers, acting as principals for their own
accounts, or by or through broker-dealers acting as agents for the Selling
Stockholders, or to broker-dealers who may purchase Shares as principals and
thereafter sell such Securities from time to time in transactions on any
exchange or market on which such securities are listed or quoted, as applicable,
in negotiated transactions, through a combination of such methods of sale, or
otherwise. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they may sell as principals, or both (which compensation as to a
                                       15
<PAGE>   17
 
particular broker-dealer may be in excess of customary commissions). None of the
proceeds from the sale of the Shares by the Selling Stockholders will be
received by the Company. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold in
transactions complying with such Rule, rather than pursuant to this Prospectus.
 
     In connection with distributions of the Shares or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares in the course of hedging the positions they assume with Selling
Stockholders. The Selling Stockholders may also sell shares short and redeliver
the Shares to close out such short positions. The Selling Stockholders may also
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of the Shares, which the broker-dealer may resell
or otherwise transfer pursuant to this Prospectus. The Selling Stockholder may
also loan or pledge the Shares to a broker-dealer and the broker-dealer may sell
the Shares so loaned or upon a default the broker-dealer may effect sales of the
pledged Shares pursuant to this Prospectus.
 
     The Selling Stockholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any resale of the Shares as principal may be deemed to be
underwriting discounts and commissions under the Securities Act. The Company has
agreed to bear all reasonable expenses (other than broker's commissions and
similar charges) in connection with the registration and sale of the Shares
being offered by the Selling Stockholders that initially were issued as a result
of the Mergers. The Company has agreed to indemnify the Selling Stockholders and
any agent, dealer or broker-dealer who acts in connection with the sale of the
Shares hereunder that initially were issued as a result of the Mergers against
certain liabilities, including liabilities under the Securities Act.
 
     If one or more Selling Stockholders shall propose to sell Shares pursuant
to this Prospectus, such Selling Stockholders shall deliver to the Company at
least three full trading days prior to such proposed sale a written notice
notifying the Company of their intent to sell (including the proposed manner and
timing of all sales), and the provision of such notice to the Company shall
conclusively be deemed to establish and confirm an agreement by such Selling
Stockholders to sell such Shares, in whole, in part or not at all, within a
period ending on the tenth trading day following the first such sale and to
comply with the other contractual registration provisions. To the extent the
Company has not exercised its rights to suspend (as described below), the
Company shall provide written notice to each of the other Selling Stockholders
regarding the availability of such ten trading day period.
 
     The Company has the right to suspend use of this Prospectus for certain
periods of time (which may or may not last for a period of weeks) under certain
circumstances. The Company has agreed to use reasonable efforts to ensure that
the Selling Stockholders shall have an aggregate of at least ten trading days
(prorated for partial fiscal quarters) under this Prospectus during each fiscal
quarter during the effective period hereof.
 
     Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
Prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such Selling Stockholder and of
the participating broker-dealer(s), (ii) the number of Shares involved, (iii)
the price at which such Shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
forth or incorporated by reference in this Prospectus, and (vi) other facts
material to the transaction. In addition, upon the Company being notified by a
Selling Stockholder that a donee or pledgee intends to sell more than 500
Shares, a supplement to this Prospectus will be filed. In addition, to the
extent required, the number of the Shares to be sold, purchase prices, public
offering prices, the names of any agents, dealers or underwriters, and any
applicable commissions or discounts with respect to a particular offer will be
set forth by the Company in a supplement to this Prospectus or, if appropriate,
a post-effective amendment to the Registration Statement.
 
                                       16
<PAGE>   18
 
     Offers or sales of the Shares have not been registered or qualified under
the laws of any country other than the United States. To comply with certain
states' securities laws, if applicable, the Shares will be offered or sold in
such jurisdictions only through registered or licensed brokers or dealers.
 
     Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may be limited in its ability to engage
in market activities with respect to such Shares. In addition and without
limiting the foregoing, each Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. The foregoing may affect the marketability of the
Shares.
 
     There can be no assurance that the Selling Stockholders will sell any or
all of the Shares offered by them hereunder.
 
                                 LEGAL MATTERS
 
     The validity of the Shares offered hereby has been passed on for the
Company by Perkins Coie LLP, Seattle, Washington.
 
                                    EXPERTS
 
     The financial statements of the Company appearing in the Company's Annual
Report (Form 10-K) for the year ended December 31, 1997 and the supplemental
consolidated financial statements of the Company appearing in the Company's
Current Report on Form 8-K filed September 11, 1998, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such financial statements
and supplemental consolidated financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.
 
     The financial statements of Junglee Corp., incorporated in this Prospectus
by reference from the Company's Current Report on Form 8-K filed August 27,
1998, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
 
                                       17
<PAGE>   19
 
- ------------------------------------------------------
- ------------------------------------------------------
 
  NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
HEREIN CONTAINED AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SHARES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                        PAGE
                                        ----
<S>                                     <C>
Available Information.................    2
Incorporation of Certain Documents by
  Reference...........................    2
Forward-Looking Statements............    3
Risk Factors..........................    4
Selling Stockholders..................   11
Plan of Distribution..................   15
Legal Matters.........................   17
Experts...............................   17
</TABLE>
 
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
 
                                AMAZON.COM, INC.
                              2,662,125 SHARES OF
                                  COMMON STOCK
                               -----------------
                                   PROSPECTUS
                               -----------------
                                           , 1998
 
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>   20
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the estimated expenses of the Registrant in
connection with the issuance and distribution of the securities being registered
(all amounts are estimated except the Securities and Exchange Commission
registration fee). Selling commissions and fees and stock transfer taxes are
payable individually by the Selling Stockholders.
 
<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $ 76,766
Blue sky filing fees and expenses...........................       300
Legal fees and expenses.....................................    15,000
Accountants' fees and expenses..............................     5,000
Printing and engraving expenses.............................    10,000
Miscellaneous expenses......................................     7,934
                                                              --------
          Total.............................................  $115,000
                                                              ========
</TABLE>
 
ITEM 15. 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 in which 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, judgments, 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.
 
                                      II-1
<PAGE>   21
 
     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 16. EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
<C>       <S>
  4.1     Form of Investor Rights Agreement by and among Amazon.com,
          Inc. and the former stockholders of Junglee Corp.
          (incorporated by reference from Amazon.com, Inc.'s Current
          Report on Form 8-K dated August 3, 1998).
  4.2     Form of Investor Rights Agreement by and among Amazon.com,
          Inc. and the former stockholders of Sage Enterprises, Inc.
          (incorporated by reference from Amazon.com, Inc.'s Current
          Report on Form 8-K dated August 3, 1988).
  4.3     Registration Rights Agreement by and among Amazon.com, Inc.
          and former stockholders of Telebook, Inc.
  5.1     Opinion of Perkins Coie LLP, counsel to the Registrant,
          regarding the legality of the Shares.
 23.1     Consent of Ernst & Young LLP, Independent Auditors.
 23.2     Consent of Deloitte & Touche LLP, Independent Auditors.
 23.3     Consent of Perkins Coie LLP (contained in Exhibit 5.1).
 24.1     Power of Attorney (contained on signature page).
</TABLE>
 
ITEM 17. 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 of 1933, as amended (the "Securities Act");
 
          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the 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 the
     registration statement; and
 
          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the 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 that 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
 
                                      II-2
<PAGE>   22
 
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 the 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 in the initial
bona fide offering thereof.
 
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 Securities and Exchange 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.
 
                                      II-3
<PAGE>   23
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 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
 
                                          By:
                                                  /s/ JEFFREY 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 and 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 with the Securities and Exchange Commission or any regulatory
authority.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on September 30, 1998.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                        TITLE
                  ---------                                        -----
<S>                                            <C>
 
            /s/ JEFFREY P. BEZOS               Chairman of the Board, President and Chief
- ---------------------------------------------    Executive Officer (Principal Executive
              Jeffrey P. Bezos                   Officer)
 
              /s/ JOY D. COVEY                 Chief Financial Officer, Vice President of
- ---------------------------------------------    Finance and Administration and Secretary
                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
</TABLE>
 
                                      II-4
<PAGE>   24
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
<C>       <S>
  4.1     Form of Investor Rights Agreement by and among Amazon.com,
          Inc. and the former stockholders of Junglee Corp.
          (incorporated by reference from Amazon.com, Inc.'s Current
          Report on Form 8-K dated August 3, 1998).
  4.2     Form of Investor Rights Agreement by and among Amazon.com,
          Inc. and the former stockholders of Sage Enterprises, Inc.
          (incorporated by reference from Amazon.com, Inc.'s Current
          Report on Form 8-K dated August 3, 1988).
  4.3     Registration Rights Agreement by and among Amazon.com, Inc.
          and former stockholders of Telebook, Inc.
  5.1     Opinion of Perkins Coie LLP, counsel to the Registrant,
          regarding the legality of the Shares.
 23.1     Consent of Ernst & Young LLP, Independent Auditors.
 23.2     Consent of Deloitte & Touche LLP, Independent Auditors.
 23.3     Consent of Perkins Coie LLP (contained in Exhibit 5.1).
 24.1     Power of Attorney (contained on signature page).
</TABLE>

<PAGE>   1

                                                                     EXHIBIT 4.3



                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as
of April 24, 1998, by and among Amazon.com, Inc., a Delaware corporation (the
"Company"), and the former stockholders of Telebook, Inc. ("Telebook") listed on
Exhibit A hereto (each a "Stockholder" and, collectively, the "Stockholders").


                                    RECITALS

        A. The Company, the Stockholders, Amazon.com International, Inc. (the
"Purchaser") and Telebook are parties to the Agreement and Plan of Merger dated
as of April 24, 1998 (the "Merger Agreement"), whereby Telebook will be merged
with and into the Purchaser, with the Purchaser as the surviving corporation.

        B. Pursuant to the Merger Agreement, the Company is transferring to the
Stockholders up to 293,996 shares of the Company's common stock, par value $0.01
per share (the "Common Stock"), subject to adjustment as provided in the Merger
Agreement (such number of shares, as adjusted, being referred to herein as the
"Shares").

        C. The execution of this Agreement by the parties hereto is a condition
to the parties' obligations under the Merger Agreement.


                                    AGREEMENT

        NOW, THEREFORE, the parties hereto agree as follows:

1.      DEFINITIONS

        For purposes of this Agreement:

        (a) "Act" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.

        (b) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

        (c) "Holder" means any holder of Registrable Securities.

        (d) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement on Form
S-3 (or any successor form) in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.




<PAGE>   2

        (e) "Registrable Securities" means (i) the Shares issued under the
Merger Agreement other than the Shares included in the Escrow Amount (as defined
in the Merger Agreement) and the Shares subject to the Pledge Agreements to
Employment Agreements, dated the date hereof, between the Company and each of
the Stockholders, and (ii) any shares of Common Stock issued as (or issuable
upon the conversion or exercise of any warrant, right or other security that is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the securities described in clause (i); provided, however,
that those shares as to which any of the following apply shall cease to be
Registrable Securities: (A) a registration statement with respect to the sale of
such Registrable Securities shall have become effective under the Act and such
Registrable Securities shall have been disposed of under such registration
statement, (B) such Registrable Securities can be sold pursuant to Rule 144
promulgated under the Act ("Rule 144") or any successor rule or provision
promulgated under the Act without volume limitation or within a three-month
period pursuant to the volume limitations and other applicable requirements of
Rule 144, or (C) such Registrable Securities shall have ceased to be
outstanding.

        (f) "SEC" means the United States Securities and Exchange Commission.

        (g) "Trading Day" means any day on which the Nasdaq National Market is
open for trading.

        (h) "Transfer" means to sell, assign, transfer or otherwise dispose
(other than by a pledge) of all or any part of the Common Stock.

2.      REGISTRATION RIGHTS

        (a)    AGREED REGISTRATION

               (i) Subject to the other provisions of this Section 2 and after
the date the Company becomes eligible to use Form S-3 (or any successor form),
the Company shall undertake to use commercially reasonable efforts to register
the Registrable Securities pursuant to this Section 2(a). If the Company expects
to be able to effect such registration, it shall notify the Holders in writing
that it plans to file a registration statement and effect a registration under
the Act with respect to up to the total number of Registrable Securities issued
under the Merger Agreement (including but not limited to shares issued pursuant
to the Registration Upward Adjustment or Rule 144 Upward Adjustment, as defined
and set forth in Section 1.6.1 of the Merger Agreement) or issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
that is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the Registrable Securities issued under the
Merger Agreement. Within 10 days of receipt of such notice, each Holder shall
notify





                                      -2-
<PAGE>   3

the Company in writing whether such Holder will participate in such registration
and, if so, the number of Registrable Securities to be included (each such
notice, a "Participation Notice"). Subject to the other provisions of this
Section 2, the Company shall use commercially reasonable efforts to effect as
soon as practicable following the receipt of the Participation Notices the
registration under the Act of all Registrable Securities that such Holder or
Holders so request to be registered.

               (ii) The Company shall not be required to include in a
registration pursuant to Section 2(a)(i) Registrable Securities held by a Holder
(and shall have no further obligations pursuant to this Section 2(a) with
respect to such Holder) if the Company does not receive a Participation Notice
from such Holder within the time period specified in Section 2(a)(i) or such
Holder subsequently withdraws his or her Participation Notice.

               (iii) All obligations of the Company pursuant to Section 2(a)(i)
shall terminate prior to filing and/or effectiveness if the Company does not
receive a Participation Notice from any Holder or if each participating Holder
subsequently withdraws his or her Participation Notice.

               (iv) Notwithstanding the foregoing, if the Company shall furnish
to the Holders a certificate signed by an officer of the Company stating that in
the good-faith judgment of the Board of Directors, it would be detrimental to
the Company and its stockholders for such registration statement to be filed or
declared effective (including, without limitation, because the Company has filed
or expects to file a registration statement for the public offering of the
Company's securities to the general public) and that it is therefore advisable
not to file or request effectiveness of, as the case may be, such registration
statement, then the Company shall have the right to defer the filing or
effectiveness, or both. If, pursuant to such deferral or deferrals, the Company
is unable to file or request effectiveness before the first anniversary of the
date of this Agreement, the Company shall not be obligated to effect a
registration pursuant to this Section 2(a).

               (v) The Company shall be obligated to effect only one
registration pursuant to this Section 2(a). If, pursuant to Sections 2(a)(iii)
or (iv), the Company is not obligated to effect a registration, the Company has
no further registration obligations pursuant to this Section 2(a).

               (vi) The Company shall not be required under this Section 2(a) to
include any Registrable Securities in an underwritten offering.

               (vii) Notwithstanding any other provision in this Section 2(a),
if, at any time during the period commencing on the effective date of the
registration





                                      -3-
<PAGE>   4

statement filed pursuant to this Section 2(a) and ending on the date on which
the Company is no longer obligated to take action to maintain the effectiveness
of the registration statement pursuant to Section 2(c)(i), there is a suspension
of trading on the sale of shares of the Company's Common Stock for more than one
Trading Day on the Nasdaq National Market or on any national securities exchange
on which the Company's Common Stock is listed, the Company agrees at its option
to: (i) extend the time period mentioned in Section 2(c)(i) by the number of
days in the period from and including the date upon which such suspension takes
effect to and including the date upon which trading resumes; or (ii) use all
commercially reasonable efforts to effect a registration as soon as commercially
practicable after trading resumes pursuant to this Section 2.

               (viii) In the event that, during the period commencing on the
effective date of the registration statement filed pursuant to this Section 2(a)
and ending on the date on which the Company is no longer obligated to take
action to maintain the effectiveness of the registration statement pursuant to
Section 2(c)(i), the Company provides a notice pursuant to Section 2(c)(v), the
time period mentioned in Section 2(c)(i) shall be tolled until the Company
provides an amendment or supplement to the registration statement pursuant to
Section 2(c)(ii).

        (b)    PIGGYBACK REGISTRATION

               (i) If prior to the first anniversary of the date hereof the
Company proposes (whether at the request of any other person or otherwise) to
register any equity security under the Act on any registration form (otherwise
than for the registration of securities to be offered and sold pursuant to (a)
an employee benefit plan, (b) a dividend or interest reinvestment plan, (c)
other similar plans (d) any offering with any debt or preferred stock component,
including, but not limited to, an offering of convertible securities, or (e)
reclassifications of securities, mergers, consolidations and acquisitions of
assets on Form S-4 or any successor thereto) prescribed by the SEC permitting a
secondary offering or distribution, the Company shall promptly give to the
Holders written notice of such proposal which shall describe in detail the
proposed registration and distribution and, upon the written request of any
Holder given within 15 days after the date of any such notice, proceed to
include in such registration such shares of Registrable Securities as have been
requested by any such Holder to be included in such registration. The Company
shall in each instance use commercially reasonable efforts to effect the
registration under the Act of all Registrable Securities that such Holder or
Holders so request to be registered.

               (ii) If the registration of which the Company gives notices is
for a registered public offering involving an underwriting, the Company shall so
advise the





                                      -4-
<PAGE>   5

Holders as a part of the written notice given pursuant to this Section 2(b). In
such event, the right of any Holder to registration pursuant to this section
shall be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Securities in the underwriting, to
the extent requested, to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with the
Company and the other Holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
managing underwriter selected for such underwriting by the Company.
Notwithstanding any other provision of this section, if the managing underwriter
determines and advises the Company in writing that, in its opinion, the
inclusion of the Registrable Securities with the securities being registered by
the Company and other shares of prospective sellers would have a material
adverse effect on the distribution of all such securities, then the managing
underwriter may limit the number of shares of Registrable Securities and other
prospective sellers to be included in the registration and underwriting, on a
pro rata basis based on the total number of securities (including, without
limitation, Registrable Securities) entitled to registration pursuant to
registration rights granted by the Company; provided, however, no such reduction
may reduce the number of securities being sold by all the holders of securities
entitled to registration other than the Company to less than fifteen percent
(15%) of the shares being sold in such offering. To facilitate the allocation of
shares in accordance with the above provisions, the Company or the underwriters
may round the number of shares allocated to any Holder or other holder to the
nearest 100 shares. If any Holder or holder of other securities entitled to
registration disapproves of the terms of any such underwriting, such Holder may
elect to withdraw therefrom by written notice to the Company and the managing
underwriter delivered at least twenty-one (21) days prior to the effective date
of the registration statement. Any securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration, and shall not be
transferred in a public distribution prior to one hundred eighty (180) days
after the effective date of the registration statement relating thereto.

               (iii) The Company shall have the right to terminate or withdraw
any registration initiated by it under this Section 2(b) prior to the
effectiveness of such registration, whether or not any Holder has elected to
include securities in such registration.

        (c)    OBLIGATIONS OF THE COMPANY

        Whenever required under this Agreement to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:





                                      -5-
<PAGE>   6

               (i) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use commercially reasonable efforts
to cause such registration statement to become effective, and, upon the request
of any Holder participating in the distribution, keep such registration
statement effective for up to 10 days or until the distribution contemplated in
the registration statement has been completed, whichever is earlier; provided,
however, that the Company shall be required to effect such registration only if
Form S-3 (or any successor form) is available.

               (ii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to comply with the provisions of the Act with
respect to the disposition of all securities covered by such registration
statement.

               (iii) Furnish to the Holders participating in a distribution such
number of copies of a prospectus relating thereto, including a preliminary
prospectus, conforming with the requirements of the Act, and such other
documents as any such Holder may reasonably request to facilitate the
disposition of all securities covered by such registration statement.

               (iv) Use commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other
applicable securities or Blue Sky laws of such jurisdictions as are reasonably
requested by any participating Holder; provided, however, that the Company shall
not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such
states or jurisdictions unless the Company is already subject to service in such
jurisdictions and except as may be required by the Act.

               (v) Notify each Holder participating in a distribution, at any
time when a prospectus relating to a registration statement effected pursuant to
Section 2(a) or (b) is required to be delivered under the Act, of the happening
of any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing.

               (vi) Apply for listing and use commercially reasonable efforts to
list the Registrable Securities being registered on the Nasdaq National Market
or any national securities exchange on which the Common Stock is listed.





                                      -6-
<PAGE>   7

        (d)    FURNISH INFORMATION

        It shall be a condition precedent to the obligations of the Company to
take any action pursuant to this Agreement that each Holder participating in a
distribution shall (i) furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended plan of distribution of
such securities as is reasonably required to effect the registration of its
Registrable Securities and (ii) execute such documents in connection with such
registration as the Company may reasonably request.

        (e)    EXPENSES OF REGISTRATION

        The Company shall bear and pay all expenses incurred in connection with
any registration, filing or qualification of Registrable Securities with respect
to registrations pursuant to Section 2(a) and (b), including, without
limitation, all registration, filing and qualification fees, printing and
accounting fees, the fees and disbursements of counsel for the Company, and up
to US$20,000 in fees and expenses of one counsel for all Holders; provided,
however, that the Holders participating in an underwritten registration pursuant
to Section 2(b) shall bear the expenses of any underwriting discounts and
commissions relating to the Registrable Securities.

        (f)    INDEMNIFICATION

        In the event any Registrable Securities are included in a registration
statement under this Agreement:

               (i) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder participating in a distribution, each of its
agents, any underwriter (as defined in the Act) for such Holder and each person,
if any, who controls such Holder or such underwriter within the meaning of the
Act or the Exchange Act, against any losses, claims, damages or liabilities
(joint or several) to which they may become subject under the Act, the Exchange
Act or other applicable federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
on any of the following statements, omissions or violations (collectively, a
"Violation"): (A) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement, including any preliminary
prospectus or final prospectus contained therein, or any amendments or
supplements thereto, (B) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or (C) any violation or alleged violation by the Company of the Act,
the Exchange Act, any applicable state securities law or any rule or regulation





                                      -7-
<PAGE>   8

promulgated under the Act, the Exchange Act or any applicable state securities
law with respect to such registration statement; and the Company will reimburse
each such Holder or any of its agents for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Section 2(f)(i) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the Company's consent, which consent shall not be
unreasonably withheld, nor shall the Company be liable in any such case for any
such loss, claim, damage, liability or action (1) to the extent that it arises
out of or is based on a Violation that occurs in reliance on and in conformity
with written information furnished expressly for use in connection with such
registration by, or on behalf of, such Holder or any underwriter or controlling
person or (2) to the extent that it arises out of or is based on an untrue
statement or alleged untrue statement or omission or alleged omission that (w)
was contained in a preliminary prospectus delivered by a Holder to the person
asserting any such loss, claim, damage or liability (the "Party"); (x) was
corrected in a final or amended prospectus, which was made available to such
Holder by the Company prior to the confirmation of the sale of the Registrable
Securities to the Party; (y) was not delivered by the Holder to the Party at or
prior to the confirmation of such sale to the Party; and (z) such delivery was
required by the Act. Any request for indemnification shall be made in accordance
with Section 2(f)(iii).

               (ii) To the extent permitted by law, each Holder who participates
in a distribution pursuant to this Agreement will indemnify and hold harmless
the Company, each of its officers, directors, agents and employees, any
underwriter, each person, if any, who controls the Company within the meaning of
the Act, any other stockholder selling securities in such registration statement
or any of its officers, directors, agents and employees and any person who
controls such selling stockholder, against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the Act,
the Exchange Act or other applicable federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based on any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance on and in conformity with written
information furnished by, or on behalf of, such Holder expressly for use in
connection with such registration; and each Holder will reimburse the Company or
any such officer, director, agent, employee, controlling person, underwriter or
other selling stockholder, officer, director, agent, employee or controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 2(f)(ii) shall not apply (A) to amounts paid in settlement of any such
loss, claim, damage, liability or action if such





                                      -8-
<PAGE>   9

settlement is effected without the consent of the Holders, which consent shall
not be unreasonably withheld, or (B) in the case of a sale directly by the
Company of its securities (including a sale of such securities through any
underwriter retained by the Company to engage in a distribution solely on behalf
of the Company), to the extent that the claim arises out of or is based on an
untrue statement or alleged untrue statement or omission or alleged omission
that was contained in a preliminary prospectus and corrected in a final or
amended prospectus, and the Company failed to deliver a copy of the final or
amended prospectus at or prior to the confirmation of the sale of the securities
to the person asserting any such loss, claim, damage or liability, in any case
where such delivery is required by the Act; provided, further, that in no event
shall any Holder's obligation to indemnify under this Section 2(f)(ii) exceed
the net proceeds from the offering received by such Holder. Any request for
indemnification shall be made in accordance with Section 2(f)(iii).

               (iii) Promptly after receipt by an indemnified party under this
Section 2(f) of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2(f), deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly notified, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if, in the opinion of counsel for the indemnified
party, representation of such indemnified party by counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable period of time of the commencement of any
such action shall relieve such indemnifying party of any liability to the
indemnified party under this Section 2(f) to the extent prejudicial to its
ability to defend such action, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability it may have to any
indemnified party otherwise than under this Section 2(f).

               (iv) If recovery is not available under the foregoing
indemnification provisions of this Section 2(f), for any reason other than as
specified therein, then the party entitled to indemnification by the terms
thereof shall be entitled to contribution to liabilities and expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, except to the extent that contribution is not
permitted under Section 11(f) of the Act. The relative fault of the





                                      -9-
<PAGE>   10

indemnifying party and indemnified party shall be determined by reference to,
among other things, the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission and any other
equitable considerations appropriate under the circumstances, including, without
limitation, whether any untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, on the one hand, or by the Stockholder,
on the other hand. No Holder shall be obligated to make any contribution
hereunder which in the aggregate exceeds the net proceeds from the offering
received by such Holder, less the aggregate amount of any damages which it and
its controlling persons have otherwise been required to pay in respect of the
same claim or any substantially similar claim.

        (g)    REPORTS UNDER THE ACT

        With a view to making available to Holders the benefits of Rule 144 and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, the Company
agrees to:

               (i) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;

               (ii) take such action as is necessary to enable a Holder to
utilize Form S-3 under the Act for the sale of Registrable Securities;

               (iii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act; and

               (iv) furnish to each Holder, so long as such Holder owns any
Registrable Securities, forthwith upon request (A) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, the
Act and the Exchange Act, (B) a copy of the Company's most recent annual or
quarterly report and such other reports and documents so filed by the Company,
and (C) such other information as may be reasonably requested in availing such
Holder of any SEC rule or regulation that permits the selling of any such
securities without registration.

        (h)    LOCK-UP AGREEMENT

        Each Stockholder hereby agrees that such Stockholder shall not, to the
extent requested by the Company or an underwriter of Common Stock (or other
securities with an equity component) of the Company, sell or otherwise transfer
or dispose (other than to donees who agree to be similarly bound) of any
Registrable Securities





                                      -10-
<PAGE>   11

for 180 days following the effective date of a registration statement of the
Company filed under the Act; provided, however, that all officers and directors
of the Company and all other persons with registration rights (whether or not
pursuant to this Agreement) enter into similar agreements. In order to enforce
the foregoing covenant, the Company may impose stop-transfer instructions with
respect to the Registrable Securities (and the shares or securities of every
other person subject to the foregoing restriction) until the end of such period.

3.      REMEDIES

        In the event of a breach by any party hereto or assignee hereunder of
its obligations under this Agreement, the other parties hereto, in addition to
being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. Each party hereto agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

4.      ATTORNEYS' FEES

        In the event of any action to enforce this Agreement, for interpretation
or construction of this Agreement or on account of any breach of or default
under this Agreement, the prevailing party in such action shall be entitled to
recover, in addition to all other relief, from the other party all reasonable
attorneys' fees incurred by the prevailing party in connection with such action
(including, but not limited to, any appeal thereof); provided, however, that if
more than one item is disputed and the final decision is against each party as
to one or more of the disputed items, then such attorneys' fees shall be
apportioned in accordance with the monetary values of the items decided against
each party.

5.      NOTICES

        Any notice or demand desired or required to be given hereunder shall be
in writing and deemed given when personally delivered, delivered by overnight
courier, or sent by facsimile, and addressed to each party as set forth below,
or to such other address as any party shall have previously designated by such a
notice. Any notice so delivered personally shall be deemed to be received on the
date of delivery, any notice so sent by facsimile shall be deemed to be received
on the date reception is confirmed and any notice so delivered by overnight
courier shall be deemed to be received on the date of receipt.





                                      -11-
<PAGE>   12

        Notices to the Company and the Stockholders shall be sent as follows:

        TO THE COMPANY:

               (a)    Amazon.com, Inc.
                      1516 Second Avenue
                      Seattle, WA  98101
                      Facsimile:  (206) 694-2082
                      Attention:  Randy Tinsley

               with a copy to:

                      Perkins Coie LLP
                      1201 Third Avenue, 40th Floor
                      Seattle, WA  98101-3099
                      Facsimile:  (206) 583-8500
                      Attention:  L. Michelle Wilson, Esq.


        TO THE STOCKHOLDERS:

               (b)    Michael J.G. Gleissner 
                      5236 Pine Tree Drive 
                      Miami Beach, FL 33140 
                      Facsimile: (305) 418-7362


               with a copy to:

                      DeForest & Duer
                      90 Broad Street
                      New York, NY  10004
                      Facsimile:  (212) 425-7581
                      Attention:  Louis E. Black, Esq.

6.      AMENDMENTS AND WAIVERS

        Any term of this Agreement may be amended and the observance of any term
may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and
the Holders of a majority in interest of the Registrable Securities.





                                      -12-
<PAGE>   13

7.      SEVERABILITY

        If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and
the balance of this Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

8.      TERM

        This Agreement shall terminate as to the Stockholders or any permitted
assignee, upon the earlier of the first anniversary of the date of this
Agreement and such date as the Stockholders or any such permitted assignee
together with its affiliates beneficially owns less than 10% of the Registrable
Securities originally issued to such Stockholders (appropriately adjusted for
stock splits and similar events); provided, however, that the rights and
obligations pursuant to Section 2(g) shall terminate upon the second anniversary
of the date of this Agreement.

9.      APPLICABLE LAW

        This Agreement shall be governed by and construed in accordance with the
laws of the state of Washington as applied to agreements among Washington
residents executed and to be performed entirely within such state.

10.     COUNTERPARTS

        This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

11.     ENTIRE AGREEMENT

        This Agreement constitutes the full and entire understanding and
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements with respect to the subject matter hereof.


                          [This space intentionally left blank.]





                                      -13-
<PAGE>   14


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day first above written.


                                        COMPANY:

                                        AMAZON.COM, INC..


                                        By: /s/ Alan Caplan
                                           -------------------------------------
                                            Alan Caplan, Vice President and
                                            General Counsel


                                        STOCKHOLDERS:




                                        By: /s/ Michael J.G. Gleissner
                                           -------------------------------------
                                        Name:   Michael J.G. Gleissner



                                        By: /s/ Christian Jagodzinski
                                           -------------------------------------
                                        Name:   Christian Jagodzinski



                                        By: /s/ Ulrike Stadler
                                           -------------------------------------
                                        Name:   Ulrike Stadler



                                        By: /s/ Maria Garcia Nielsen
                                           -------------------------------------
                                        Name:   Maria Garcia Nielsen









                                      -14-




<PAGE>   1
                                                                     EXHIBIT 5.1


                          [PERKINS COIE LLP LETTERHEAD]


                               September 30, 1998


Amazon.com, Inc.
1516 Second Avenue
Seattle, Washington 98101

      RE:   REGISTRATION STATEMENT ON FORM S-3

Gentlemen and Ladies:

      We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to the resale of up to
2,662,125 shares of common stock, $.01 par value (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.

      Based on and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are 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 LLP

<PAGE>   1
                                                                    EXHIBIT 23.1


                 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

      We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Amazon.com, Inc. for
the registration of 2,662,125 shares of its common stock and to the
incorporation by reference therein of our reports 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 September 11, 1998), both filed
with the Securities and Exchange Commission.

                                                ERNST & YOUNG LLP

Seattle, Washington
September 30, 1998

<PAGE>   1

                                                                    EXHIBIT 23.2


            CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of
Amazon.com, Inc. on Form S-3 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 and to the reference to us under the
heading "Experts" in the Prospectus, which is a part of this Registration
Statement.

Deloitte & Touche LLP

San Jose, California
September 30, 1998


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