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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1999
REGISTRATION NO. 333-65091
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1646860
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1200 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144-2734
(206) 266-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JEFFREY P. BEZOS
CHIEF EXECUTIVE OFFICER
AMAZON.COM, INC.
1200 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144
(206) 266-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
SCOTT L. GELBAND
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public:
THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK
THAT REMAIN UNSOLD HEREUNDER AS OF THE DATE HEREOF
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, 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 of 1933, 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 of 1933, 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. [ ]
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DEREGISTRATION OF SECURITIES
On September 30, 1998, Amazon.com, Inc. ("Amazon.com") filed a
registration statement on Form S-3 (No. 333-65091) (the "Form S-3") which
registered 2,662,125 shares of its common stock for resale from time to time.
The Form S-3 was declared effective by the Commission on October 22, 1998.
Subsequent to that date, Amazon.com declared a 3-for-1 split of its
common stock, which was paid on January 4, 1999, and a 2-for-1 split of its
common stock, which was paid on September 1, 1999. As a result, the number of
shares registered hereunder was mathematically adjusted to 15,972,750 shares of
common stock. As of the date of this Post-Effective Amendment No. 2 to the Form
S-3 (the "Post-Effective Amendment No. 2"), 10,085,690 shares of common stock
have been sold pursuant to the Form S-3.
This Post-Effective Amendment No. 2 deregisters all of the 5,887,060
shares of common stock that remain unsold hereunder as of the date hereof.
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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 of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Seattle,
State of Washington on October 6, 1999.
AMAZON.COM, INC.
By: /s/ Jeffrey P. Bezos
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Jeffrey P. Bezos
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ ----------------------------------------- ------------------
<S> <C> <C>
/s/ Jeffrey P. Bezos Chairman of the Board and Chief Executive October 6, 1999
- ------------------------------ Officer (Principal Executive Officer)
Jeffrey P. Bezos
/s/ Joseph Galli, Jr. President, Chief Operating Officer and October 26, 1999
- ------------------------------ Director
Joseph Galli, Jr.
/s/ Warren C. Jenson Senior Vice President and Chief Financial October 26, 1999
- ------------------------------ Officer(Principal Financial Officer)
Warren C. Jenson
/s/ Kelyn J. Brannon Vice President, Finance and Chief October 26, 1999
- ------------------------------ Accounting Officer (Principal
Kelyn J. Brannon Accounting Officer)
*Tom A. Alberg Director October 6, 1999
- ------------------------------
Tom A. Alberg
*Scott D. Cook Director October 6, 1999
- ------------------------------
Scott D. Cook
*L. John Doerr Director October 6, 1999
- ------------------------------
L. John Doerr
*Patricia Q. Stonesifer Director October 6, 1999
- ------------------------------
Patricia Q. Stonesifer
*By:/s/ Jeffrey P. Bezos October 6, 1999
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Jeffrey P. Bezos
Attorney-in-Fact
</TABLE>
