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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 12, 1998
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 000-22513 91-1646860
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 622-2335
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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On August 12, 1998, pursuant to an Agreement and Plan of Merger dated as of
August 3, 1998, by and among Amazon.com, Inc., a Delaware corporation
("Amazon.com"), Junglee Corp., a Delaware corporation ("Junglee") and AJ
Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of
Amazon.com ("Junglee Merger Sub"), Amazon.com acquired all of the outstanding
capital stock of Junglee and Junglee Merger Sub merged with and into Junglee,
with Junglee as the surviving corporation (the "Junglee Merger"). The purpose of
this Amendment is to amend Item 7(b) to provide certain pro forma combined
condensed consolidated financial information with respect to the Junglee Merger,
which information was impracticable to provide at the time the Registrant filed
the Current Report on Form 8-K dated August 12, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements and unaudited condensed
financial statements of Junglee listed below were provided
at the time the Registrant initially filed the Current
Report on Form 8-K dated August 12, 1998.
Audited Financial Statements:
(i) Report of Deloitte & Touche LLP, dated February 6, 1998.
(ii) Junglee Corp. Balance Sheets as of December 31, 1997
and 1996.
(iii) Junglee Corp. Statements of Operations for the year
ended December 31, 1997 and period from June 3,
1996 (inception) to December 31, 1996.
(iv) Junglee Corp. Statements of Stockholders' Equity
for the year ended December 31, 1997 and period
from June 3, 1996 (inception) to December 31, 1996.
(v) Junglee Corp. Statements of Cash Flows for the year
ended December 31, 1997 and period from June 3,
1996 (inception) to December 31, 1996.
(vi) Junglee Corp. Notes to Financial Statements for the year
ended December 31, 1997 and period from June 3, 1996
(inception) to December 31, 1996.
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Condensed Financial Statements (unaudited):
(i) Junglee Corp. Balance Sheets as of June 30,
1998 (unaudited) and December 31, 1997.
(ii) Junglee Corp. Statements of Operations for
the six month periods ended June 30, 1998
and 1997 (unaudited).
(iii) Junglee Corp. Statements of Cash Flows for the six
month periods ended June 30, 1998 and 1997
(unaudited).
(iv) Jungle Corp. Notes to Financial Statements for the
six month periods ended June 30, 1998 and 1997
(unaudited).
(b) Pro Forma Financial Information
Pro Forma Combined Condensed Consolidated Financial
Statements (unaudited):
(i) Pro Forma Combined Condensed Consolidated Statement
of Operations for the year ended December 31, 1997
(unaudited).
(ii) Pro Forma Combined Condensed Consolidated Balance
Sheet as of June 30, 1998 (unaudited).
(iii) Pro Forma Combined Condensed Consolidated
Statement of Operations for the six month period
ended June 30, 1998 (unaudited).
(iv) Notes to Pro Forma Combined Condensed Consolidated
Financial Statements (unaudited).
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 3, 1998,
by and among Amazon.com, Inc., AJ Acquisition, Inc. and
Junglee Corp. (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
99.1 Form of Investor Rights Agreement by and between
Amazon.com, Inc. and the stockholders of Junglee Corp.
named therein (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
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UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated financial
statements give effect to the Junglee Merger. The Junglee Merger was accounted
for under the purchase method of accounting in accordance with APB Opinion No.
16. Under the purchase method of accounting, the purchase price is allocated to
the assets acquired and liabilities assumed based on their estimated fair
values. Estimates of the fair values of the assets and liabilities of Junglee
have been combined with the recorded values of the assets and liabilities of
Amazon.com in the unaudited pro forma combined condensed consolidated financial
statements.
The unaudited pro forma combined condensed consolidated balance sheet has
been prepared to reflect the Junglee Merger as if it occurred on June 30, 1998.
The unaudited pro forma combined condensed consolidated statements of operations
reflect the results of operations of Amazon.com and Junglee for the year ended
December 31, 1997 and the six months ended June 30, 1998 as if the Junglee
Merger occurred on January 1, 1997.
The unaudited pro forma combined condensed consolidated financial
statements are presented for illustrative purposes only and are not necessarily
indicative of the combined condensed consolidated financial position or results
of operations in future periods or the results that actually would have been
realized had Amazon.com and Junglee been a combined company during the
specified periods. The unaudited pro forma combined condensed consolidated
financial statements, including the notes thereto, are qualified in their
entirety by reference to, and should be read in conjunction with, the
historical consolidated financial statements of Amazon.com, included in its
Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 1998 and June 30,
1998 and the Company's Current Reports on Form 8-K filed August 27, 1998 and
September 11, 1998.
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PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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PRO FORMA
AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA
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Net sales ....................................... $ 147,787 $ 1,216 $ -- $ 149,003
Cost of sales ................................... 118,969 579 -- 119,548
--------- --------- --------- ---------
Gross profit .................................... 28,818 637 29,455
Operating expenses:
Marketing and sales ........................... 40,486 1,545 -- 42,031
Product development ........................... 13,916 2,777 -- 16,693
General and administrative .................... 7,011 637 -- 7,648
Merger and acquisition related costs .......... -- -- 58,435(c) 58,435
--------- --------- --------- ---------
Total operating expenses .................... 61,413 4,959 58,435 124,807
Loss from operations ............................ (32,595) (4,322) (58,435) (95,352)
Interest income ................................. 1,901 156 -- 2,057
Interest expense ................................ (326) (34) -- (360)
--------- --------- --------- ---------
Net loss ........................................ $ (31,020) $ (4,200) $ (58,435) $ (93,655)
========= ========= ========= =========
Pro forma basic and diluted loss per share ...... $ (0.71) $ (2.09)
========= =========
Shares used in computation of pro forma basic and
diluted loss per share ........................ 43,447 44,803
========= =========
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See accompanying notes.
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PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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PRO FORMA
AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA
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ASSETS
Current Assets:
Cash ............................................... $ 7,462 $ 4,031 $ -- $ 11,493
Marketable securities .............................. 337,396 -- -- 337,396
Inventories ........................................ 17,035 -- -- 17,035
Prepaid expenses and other ......................... 12,722 936 -- 13,658
--------- --------- --------- ---------
Total current assets ....................... 374,615 4,967 -- 379,582
Fixed assets, net .................................... 15,587 1,002 -- 16,589
Deposits and other ................................... 286 181 -- 467
Goodwill and other purchased intangibles, net ........ 52,398 -- 176,982(c) 229,380
Deferred charges ..................................... 7,622 -- -- 7,622
--------- --------- --------- ---------
Total assets ............................... $ 450,508 $ 6,150 $ 176,982 $ 633,640
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ................................... $ 47,818 $ 465 $ -- $ 48,283
Accrued advertising ................................ 9,971 -- -- 9,971
Other liabilities and accrued expenses ............. 14,197 2,748 4,541(a),(c) 21,486
Current portion of long-term debt .................. 684 200 -- 884
--------- --------- --------- ---------
Total current liabilities .................. 72,670 3,413 4,541 80,624
Long-term portion of debt ............................ 332,225 76 -- 332,301
Long-term portion of capital lease obligation ........ 181 -- -- 181
Stockholders' Equity:
Preferred stock, common stock and additional paid-in
capital ......................................... 117,230 13,369 164,059(a) 294,658
Note receivable from officer ....................... -- (1,249) -- (1,249)
Deferred compensation .............................. (1,301) (277) -- (1,578)
Other gains (losses) ............................... (35) -- -- (35)
Accumulated deficit ................................ (70,462) (9,182) 8,382(b),(c) (71,262)
--------- --------- --------- ---------
Total stockholders' equity ................. 45,432 2,661 172,441 220,534
--------- --------- --------- ---------
Total liabilities and stockholders'
equity ............................. $ 450,508 $ 6,150 $ 176,982 $ 633,640
========= ========= ========= =========
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See accompanying notes.
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PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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PRO FORMA
AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA
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Net sales ....................................... $ 203,405 $ 1,398 $ -- $ 204,803
Cost of sales ................................... 157,856 1,296 -- 159,152
--------- --------- --------- ---------
Gross profit .................................... 45,549 102 -- 45,651
Operating expenses:
Marketing and sales ........................... 47,005 2,510 -- 49,515
Product development ........................... 16,152 1,216 -- 17,368
General and administrative .................... 5,364 691 -- 6,055
Merger and acquisition related costs .......... 5,413 -- 29,217(c) 34,630
--------- --------- --------- ---------
Total operating expenses .................... 73,934 4,417 29,217 107,568
Loss from operations ............................ (28,385) (4,315) (29,217) (61,917)
Interest income ................................. 5,036 98 -- 5,134
Interest expense ................................ (9,599) (23) -- (9,622)
--------- --------- --------- ---------
Net loss ........................................ $ (32,948) $ (4,240) $ (29,217) $ (66,405)
========= ========= ========= =========
Pro forma basic and diluted loss per share ...... $ (0.69) $ (1.35)
========= =========
Shares used in computation of pro forma basic and
diluted loss per share ........................ 47,934 49,347
========= =========
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See accompanying notes.
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NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The pro forma combined condensed consolidated financial statements reflect the
issuance of approximately 1,600,000 shares of Amazon.com common stock, par value
$.01 per share ("Amazon.com Common Stock"), and the assumption of all
outstanding options and warrants in connection with the acquisition of Junglee.
The Junglee Merger was accounted for under the purchase method of accounting in
accordance with APB Opinion No. 16. Under the purchase method of accounting, the
purchase price is allocated to the assets acquired and liabilities assumed based
on their estimated fair values. Estimates of the fair values of the assets and
liabilities of Junglee have been combined with the recorded values of the assets
and liabilities of Amazon.com in the unaudited pro forma combined condensed
consolidated financial statements.
PRO FORMA ADJUSTMENTS
(a) To reflect the issuance of approximately 1,600,000 shares of
Amazon.com Common Stock and the assumption of all outstanding
options and warrants in connection with the Junglee Merger, for
an aggregate purchase price of approximately $180 million,
including approximately $3 million of transaction costs.
(b) To eliminate the historical accumulated deficit of Junglee.
(c) To record the excess of the purchase price over the fair value of
assets and liabilities acquired in connection with the Junglee
Merger. The purchase price allocation is based on management's
estimates of the fair values of the tangible assets, intangible
assets and technology, which has not reached technological
feasibility and therefore, has no alternative future use. The
book value of tangible assets and liabilities acquired are
assumed to approximate fair value. The goodwill and substantially
all other purchased intangible assets will be amortized on a
straight line basis over approximately 3 years.
PRO FORMA NET LOSS PER SHARE
Basic pro forma earnings per share is computed using the weighted average
number of Amazon.com common shares outstanding during the period plus shares of
Amazon.com Common Stock issued in connection with the Junglee Merger, excluding
Amazon.com Common Stock subject to repurchase. Diluted pro forma earnings per
share is computed using the weighted average number of common and common
equivalent shares outstanding during the period plus shares of Amazon.com Common
Stock and common equivalent shares assumed in connection with the Junglee
Merger. Common equivalent shares are excluded from the computation if their
effect is antidilutive. Amazon.com Common Stock, options and warrants issued in
connection with the Junglee Merger are assumed outstanding at the beginning of
the period.
CONFORMING AND RECLASSIFICATION ADJUSTMENTS
There were no material adjustments required to conform the accounting policies
of Amazon.com and Junglee. Certain amounts have been reclassified to conform to
Amazon.com's financial statement presentation. There have been no significant
intercompany transactions.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMAZON.COM, INC.
(Registrant)
Dated: October 26, 1998 By: ____________________________
Joy D. Covey
Chief Financial Officer, Vice President of
Finance and Administration and Secretary
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as of August 3, 1998,
by and among Amazon.com, Inc., AJ Acquisition, Inc. and
Junglee Corp. (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
99.1 Form of Investor Rights Agreement by and between
Amazon.com, Inc. and the stockholders of Junglee Corp.
named therein (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
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