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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999
REGISTRATION NO. 333-55943
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7375 91-1646860
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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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)
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JEFFREY P. BEZOS
CHIEF EXECUTIVE OFFICER
AMAZON.COM, INC.
1200 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144-2734
(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:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS POST-EFFECTIVE AMENDMENT.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number or the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
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Common Stock, $0.01 par
value per share.......... 30,000,000 shares
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(1) Pursuant to Rule 416 of the Securities Act, this post-effective amendment is
filed to reflect those shares issuable as a result of the registrant's
2-for-1 stock split declared on July 21, 1999, which is payable on September
1, 1999.
(2) A registration fee of $61,628 was paid in connection with the initial
registration of 5,000,000 shares on June 3, 1998. The initial amount of
shares subsequently was increased to 15,000,000 pursuant to the registrant's
3-for-1 stock split paid on January 4, 1999, and such additional shares were
registered pursuant to Rule 416 of the Securities Act as post-effective
amendment no. 1 to this registration statement. Pursuant to Rule 416 of the
Securities Act, no further registration fee is required.
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PROSPECTUS
30,000,000 SHARES
AMAZON.COM LOGO
COMMON STOCK
PAR VALUE $0.01
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We have registered 30,000,000 shares of our common stock to facilitate our
continuing program of business acquisitions. We may issue these shares in
exchange for shares, partnership interests or other assets representing
interests in businesses we acquire, in a merger or consolidation, or in exchange
for assets we buy from other companies. We may acquire other companies or assets
directly, or indirectly through a subsidiary, joint venture or other entity, and
we may acquire all or only a portion of any entity or its assets. We also may
acquire other companies or assets in negotiated transactions or, in the case of
businesses that are widely held, through exchange offers or solicitations of
mergers, consolidations or sales of assets. We do not expect to pay any
underwriting discounts or commissions but we may issue a portion of these shares
to pay brokers for commissions they earn in connection with an acquisition.
This prospectus does not cover any resale of our common stock and we have
not authorized anyone to use this prospectus in connection with any resale or
distribution.
Unless otherwise indicated, we have adjusted all of the information in this
prospectus to reflect a 2-for-1 split of our common stock on June 1, 1998, a
3-for-1 split of our common stock on January 4, 1999 and a 2-for-1 split of our
common stock declared on July 21, 1999, which is payable on September 1, 1999.
Our common stock is quoted on the Nasdaq National Market under the symbol
"AMZN."
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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AUGUST , 1999
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TABLE OF CONTENTS
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Forward-Looking Information......... 2
How to Obtain More Information...... 2
Amazon.com.......................... 3
Risk Factors........................ 4
Selected Consolidated Financial
Data.............................. 13
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The Offering........................ 14
Restrictions on Resale of Common
Stock............................. 14
Description of Capital Stock........ 14
Legal Matters....................... 15
Experts............................. 15
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FORWARD-LOOKING INFORMATION
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this prospectus or in any document incorporated by reference are
forward-looking. In particular, the statements herein regarding industry
prospects and our future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect our current
expectations and are inherently uncertain. Our actual results may differ
significantly from our expectations. The section entitled "Risk Factors"
describes some, but not all, of the factors that could cause these differences.
HOW TO OBTAIN MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission. You may read any document we file at the SEC's public
reference rooms in Washington, D.C., Chicago, Illinois and New York, New York.
Please call the SEC toll free at 1-800-SEC-0330 for information about its public
reference rooms. You may also read our filings at the SEC's Web site at
http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 under the
Securities Act of 1933. This prospectus does not contain all of the information
in the registration statement. We have omitted certain parts of the registration
statement, as permitted by the rules and regulations of the SEC. You may inspect
and copy the registration statement, including exhibits, at the SEC's public
reference facilities or Web site. Our statements in this prospectus about the
contents of any contract or other document are not necessarily complete. You
should refer to the copy of each contract or other document we have filed as an
exhibit to the registration statement for complete information.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important business
and financial information about us to you by referring you to those documents.
This information we incorporate by reference is considered a part of this
prospectus, and later information we file with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until this offering is
completed:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our definitive Proxy Statement filed on April 7, 1999;
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- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- Our Current Reports on Form 8-K filed on August 27, 1998, October 26,
1998, January 5, 1999, January 27, 1999, January 28, 1999, January 29,
1999, February 4, 1999, March 29, 1999, March 30, 1999, April 27, 1999,
April 29, 1999, May 12, 1999, May 19, 1999, June 10, 1999, June 11, 1999
and July 22, 1999; and
- The description of our common stock in our Registration Statement on Form
8-A filed with the SEC on May 2, 1997, under Section 12(g) of the
Exchange Act.
You may obtain copies of these documents (other than exhibits) free of
charge by contacting our corporate secretary at our principal corporate offices,
which are located at 1200 12th Avenue South, Suite 1200, Seattle, Washington
98144-2734, telephone number (206) 266-1000. TO OBTAIN TIMELY DELIVERY, YOU MUST
REQUEST THESE DOCUMENTS NO LATER THAN FIVE BUSINESS DAYS BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front of the document.
AMAZON.COM
Amazon.com, Inc. is the Internet's number one book, music and video
retailer. Amazon.com, one of the most widely known, used and cited commerce
sites on the Web, offers more than 4.7 million book, music CD, video, DVD,
computer game and other titles, toys and consumer electronics, and a free
electronic greeting card service. Amazon.com also provides a community of online
shoppers an easy and safe way to purchase and sell a large selection of products
through Amazon.com Auctions. We are a proven technology leader; we developed
electronic commerce innovations such as 1-Click ordering, personalized shopping
services and easy-to-use search and browse features.
We were incorporated in 1994 in the state of Washington and reincorporated
in 1996 in the state of Delaware. Our principal corporate offices are located at
1200 12th Avenue South, Suite 1200, Seattle, Washington 98144-2734. Our mailing
address and telephone number are P.O. Box 81226, Seattle, Washington 98108-1226,
(206) 266-1000.
Information contained on our Web sites is not a part of this prospectus.
Amazon.com, Amazon.com Auctions, Amazon.co.uk, Amazon.de, Internet Movie
Database, PlanetAll, Earth's Biggest Selection, Bid-Click and 1-Click are either
registered trademarks or trademarks of Amazon.com or its affiliates. All other
names mentioned in this prospectus or in the documents incorporated by reference
may be trademarks of their respective owners.
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RISK FACTORS
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our common stock.
WE HAVE A LIMITED OPERATING HISTORY
We incorporated in July 1994 and began offering products for sale on our
Web site in July 1995. Accordingly, we have a relatively short operating history
upon which you can evaluate our business and prospects. You should consider our
prospects in light of the risks, expenses and difficulties frequently
encountered by early-stage online commerce companies. As an early-stage online
commerce company, we have an evolving and unpredictable business model, we face
intense competition, we must effectively manage our growth and we must respond
quickly to rapid changes in customer demands and industry standards. We may not
succeed in addressing these challenges and risks.
WE HAVE AN ACCUMULATED DEFICIT AND ANTICIPATE FURTHER LOSSES
We have incurred significant losses since we began doing business. As of
June 30, 1999, we had an accumulated deficit of $361.7 million. To succeed we
must invest heavily in marketing and promotion and in developing our product,
technology and operating infrastructure. In addition, the expenses associated
with our recent acquisitions, and interest expense related to our outstanding
notes, will adversely affect our operating results. Our aggressive pricing
programs have resulted in relatively low product gross margins, so we need to
generate and sustain substantially higher revenues in order to become
profitable. Although our revenues have grown, we cannot sustain our current rate
of growth. Our percentage growth rate will decrease in the future. For these
reasons we believe that we will continue to incur substantial operating losses
for the foreseeable future, and these losses may be significantly higher than
our current losses.
UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
OPERATING RESULTS; SEASONALITY; CONSUMER TRENDS
Due to our limited operating history and the unpredictability of our
industry, we cannot accurately forecast our revenues. We base our current and
future expense levels on our investment plans and estimates of future revenues.
Our expenses are to a large extent fixed. We may not be able to adjust our
spending quickly if our revenues fall short of our expectations. Further, we may
make pricing, purchasing, service, marketing, acquisition or financing decisions
that could adversely affect our business results.
Our quarterly operating results will fluctuate for many reasons, including:
- our ability to retain existing customers, attract new customers and
satisfy our customers' demands,
- our ability to acquire merchandise, manage our inventory and fulfill
orders,
- changes in gross margins of our current and future products, services and
markets,
- introduction of our new sites, services and products or those of
competitors,
- changes in usage of the Internet and online services and consumer
acceptance of the Internet and online commerce,
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- timing of upgrades and developments in our systems and infrastructure,
- the level of traffic on our Web sites,
- the effects of acquisitions and other business combinations, and related
integration,
- technical difficulties, system downtime or Internet brownouts,
- introductions of popular books, music selections, videos, toys, consumer
electronic products and other products or services, and our ability to
properly anticipate demand,
- the mix of books, music, videos, toys, consumer electronics products and
other products sold by us,
- our level of merchandise returns, and
- disruptions in service by common shipping carriers due to strikes or
otherwise.
The popularity of our auction services and certain items offered through
our auction services may vary over time due to perceived scarcity, subjective
value, "fads" and consumer trends in general. If the popularity of our auction
services or the items that are listed for sale declines, our revenues from our
auction services will fall.
Both seasonal fluctuations in Internet usage and traditional retail
seasonality may affect our business. Internet usage generally declines during
the summer. Sales in the traditional retail book, music, toy and consumer
electronics industries usually increase significantly in the fourth calendar
quarter of each year.
For these reasons, you should not rely on period-to-period comparisons of
our financial results to forecast our future performance. Our future operating
results may fall below the expectations of securities analysts or investors,
which would likely cause the trading price of our common stock to decline.
INTENSE COMPETITION
The online commerce market is new, rapidly evolving and intensely
competitive. In addition, the retail book, music, video, toy and consumer
electronics industries are intensely competitive. Our current or potential
competitors include:
- online vendors of books, CDs, videotapes, DVDs, toys and consumer
electronics,
- a number of indirect competitors, including Web portals and Web search
engines, such as Yahoo! Inc. and America Online, Inc., that are involved
in online commerce, either directly or in collaboration with other
retailers,
- online auction services, including eBay, Inc. and Yahoo! Auctions run by
Yahoo!,
- publishers, distributors and retail vendors of books, music, video and
other products, including Barnes & Noble, Inc., Bertelsmann AG and other
large specialty booksellers and media corporations, many of which possess
significant brand awareness, sales volume and customer bases,
- major store-based retailers of toys, other children's products and
consumer electronics, and
- traditional retailers and manufacturers who currently sell, or who may
sell, products or services through the Internet, mail order or direct
marketing.
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We believe that the principal competitive factors in our 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 our current and potential competitors have longer operating
histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing and other resources than we have. They may be able
to secure merchandise from vendors on more favorable terms and may be able to
adopt more aggressive pricing or inventory policies. They also can devote more
resources to technology development and marketing than we can. We also expect to
experience increased competition from online commerce sites that provide goods
and services at or near cost, relying on advertising revenues to achieve
profitability.
As the online commerce market continues to grow, other companies may enter
into business combinations or alliances that strengthen their competitive
positions. For example, (1) Bertelsmann announced that it purchased a
significant interest in Barnes & Noble's online venture, barnesandnoble.com
inc., and intends to launch online stores in several countries, and (2) CDNow,
Inc. agreed to merge with Columbia House, the jointly owned music retail arm of
Sony and Time Warner. We may not be able to compete successfully against these
and future competitors.
Competition in the Internet and online commerce markets probably will
intensify. As various Internet market segments obtain large, loyal customer
bases, participants in those segments may use their market power to expand into
the markets in which we operate. In addition, new and expanded Web technologies
may increase the competitive pressures on online retailers. For example,
"shopping agent" technologies permit customers to quickly compare our prices
with those of our competitors. This increased competition may reduce our
operating margins, diminish our market share or impair the value of our brand.
RISKS OF SYSTEM INTERRUPTION
Customer access to our Web sites directly affects the volume of orders we
fulfill and thus affects our revenues. We experience occasional system
interruptions that make our Web sites unavailable or prevent us from efficiently
fulfilling orders, which may reduce the volume of goods we sell and the
attractiveness of our products and services. These interruptions will continue.
We need to add additional software and hardware and upgrade our systems and
network infrastructure to accommodate increased traffic on our Web sites and
increased sales volume. Without these upgrades, we may face additional system
interruptions, slower response times, diminished customer service, impaired
quality and speed of order fulfillment, and delays in our financial reporting.
We cannot accurately project the rate or timing of any increases in traffic or
sales volume on our Web sites and, therefore, the integration and timing of
these upgrades are uncertain.
We maintain substantially all of our computer and communications hardware
at a single leased facility in Seattle, Washington. Our systems and operations
could be damaged or interrupted by fire, flood, power loss, telecommunications
failure, break-ins, earthquake and similar events. We do not have backup systems
or a formal disaster recovery plan and we may not have sufficient business
interruption insurance to compensate us for losses from a major interruption.
Computer viruses, physical or electronic break-ins and similar disruptions could
cause system interruptions, delays, and loss of critical data and could prevent
us from providing services and accepting and fulfilling customer orders.
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WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH
We have rapidly and significantly expanded our operations and will further
expand our operations to address potential growth of our product and service
offerings and customer base. We will expand our product and service offerings
and our international operations and will pursue other market opportunities. We
need to continue to expand our distribution center network and improve our
transaction-processing, operational and financial systems, procedures and
controls. This expansion will continue to place a significant strain on our
management, operational facilities and financial resources. Because it is
difficult to predict sales increases and lead times for developing distribution
centers are long, we may over-expand our facilities, which may result in excess
inventory, warehousing, fulfillment and distribution capacity. We will also need
to retain flexibility within our distribution and logistics network, including
the ability to manage the operational challenges of shipping non-uniform and
sometimes heavy products as part of the fulfillment of toy and consumer
electronics orders. We also need to expand, train and manage our employee base.
Our current and planned personnel, systems, procedures and controls may not be
adequate to support and effectively manage our future operations. We may not be
able to hire, train, retain, motivate and manage required personnel or to
successfully identify, manage and exploit market opportunities, which may limit
our growth.
RISK OF ENTERING NEW BUSINESS AREAS
We intend to expand our operations by promoting new or complementary
products, services or sales formats and by expanding our product or service
offerings. This will require significant additional expense and could strain our
management, financial and operational resources. We cannot expect to benefit in
these new markets from the first-to-market advantage that we experienced in the
online book market. Our gross margins in these new business areas may be lower
than our existing business activities. We may not be able to expand our
operations in a cost-effective or timely manner. Any new business that our
customers do not receive favorably could damage our reputation and the Amazon
brand.
RISK OF INTERNATIONAL EXPANSION
We plan to expand our presence in foreign markets. We have relatively
little experience in purchasing, marketing and distributing products or services
for these markets and may not benefit from any first-to-market advantages. It
will be costly to establish international facilities and operations, promote our
brand internationally, and develop localized Web sites and stores and other
systems. We may not succeed in our efforts in these countries. If revenues from
international activities do not offset the expense of establishing and
maintaining foreign operations, our business, prospects, financial condition and
operating results will suffer.
As the international online commerce market continues to grow, competition
in this market will likely intensify. In addition, governments in foreign
jurisdictions may regulate Internet or other online services in such areas as
content, privacy, network security, encryption or distribution. This may affect
our ability to conduct business internationally.
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RISKS OF BUSINESS COMBINATIONS AND STRATEGIC ALLIANCES
We plan to continue to expand our operations or market presence by entering
into business combinations, investments, joint ventures or other strategic
alliances with other companies. These transactions create risks such as:
- difficulty assimilating the operations, technology and personnel of the
combined companies,
- disruption of our ongoing business,
- problems retaining key technical and managerial personnel,
- expenses associated with amortization of goodwill and other purchased
intangible assets,
- additional operating losses and expenses of acquired businesses, and
- impairment of relationships with existing employees, customers and
business partners.
We may not succeed in addressing these risks. In addition, the businesses
we have acquired, and in the future may acquire, may incur operating losses.
RAPID TECHNOLOGICAL CHANGE
Technology in the online commerce industry changes rapidly. Customer
functionality requirements and preferences also change. Competitors often
introduce new products and services with new technologies. These changes and the
emergence of new industry standards and practices could render our existing Web
sites and proprietary technology obsolete. To succeed we must enhance our Web
site responsiveness, functionality and features, acquire and license leading
technologies, enhance our existing services, develop new services and technology
and respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis. We may not be able to adapt
quickly enough to changing customer requirements and industry standards.
WE DEPEND ON KEY PERSONNEL
We depend on the continued services and performance of our senior
management and other key personnel, particularly Jeffrey P. Bezos, our chief
executive officer and chairman of the board. We do not have long-term employment
agreements with any of our key personnel, and we do not have "key person" life
insurance policies. The loss of any of our executive officers or other key
employees could harm our business.
WE RELY ON A SMALL NUMBER OF SUPPLIERS
We purchase a majority of our book titles from three major vendors, Ingram
Book Group, Baker & Taylor, Inc. and Valley Media, Inc. Although we increased
our direct purchasing from manufacturers during 1998, we continue to purchase a
majority of our book titles from these three suppliers. We do not have long-term
contracts or arrangements with most of our vendors to guarantee the availability
of merchandise, particular payment terms or the extension of credit limits. Our
current vendors may stop selling merchandise to us on acceptable terms. We may
not be able to acquire merchandise from other suppliers in a timely and
efficient manner and on acceptable terms.
WE FACE SIGNIFICANT INVENTORY RISK WITH OUR TOY AND CONSUMER ELECTRONICS
BUSINESSES
We anticipate carrying significant inventory levels of certain children's
toys and consumer electronics products. In addition, we will carry a broad
selection of toy and consumer electronics
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products in anticipation of consumer demand. The acquisition of many of the toy
and consumer electronics products that we offer involves significant lead time
and up-front financial commitment. We will be exposed to significant inventory
risks as a result of rapid changes in consumer tastes and "fads" in the market
for such products. In order to achieve success in our toy and consumer
electronics sales categories, we must accurately predict these trends and
attempt neither to overstock unpopular nor understock popular products. The
demand for products, particularly children's toys, can change between the time
the products are ordered and the date of eventual sale. We will be particularly
exposed to this risk in the first year of operations in our toy and consumer
electronics businesses, perhaps most acutely in anticipation of the holiday
selling season.
In the event that one or more of these products do not sell through in
sufficient quantities to consumers at anticipated prices or during anticipated
selling seasons, we may be required to markdown some of our prices, which will
reduce our revenues and gross profits. In addition, our ability to negotiate
satisfactory terms with manufacturers or suppliers so that we might stock
certain "preferred" products or brands in the toy and consumer electronics
businesses may be affected by our time of entry in such lines of business and
the competitive positions of other physical stores and catalog and online
retailers.
WE ARE HIGHLY LEVERAGED
We have significant indebtedness. As of June 30, 1999, we had indebtedness
under senior discount notes, convertible subordinated notes, capitalized lease
obligations and other asset financing totaling approximately $1.5 billion. We
may incur substantial additional debt in the future. Our indebtedness could:
- make it difficult to make principal and interest payments on the
convertible subordinated notes and the senior discount notes,
- make it difficult to obtain necessary financing for working capital,
capital expenditures, debt service requirements or other purposes,
- limit our flexibility in planning for, or reacting to, changes in our
business and competition, and
- make it more difficult for us to react in the event of an economic
downturn.
We may not be able to meet our debt service obligations. If our cash flow
is inadequate to meet our obligations, we may face substantial liquidity
problems. If we are unable to generate sufficient cash flow or obtain funds for
required payments, or if we fail to comply with other covenants in our
indebtedness, we will be in default. This would permit our creditors to
accelerate the maturity of our indebtedness.
RISKS ASSOCIATED WITH DOMAIN NAMES
We hold rights to various Web domain names, including "Amazon.com,"
"Amazon.co.uk" and "Amazon.de." Governmental agencies typically regulate domain
names. These regulations are subject to change. We may not be able to acquire or
maintain appropriate domain names in all countries in which we do business.
Furthermore, regulations governing domain names may not protect our trademarks
and similar proprietary rights. We may be unable to prevent third parties from
acquiring domain names that are similar to, infringe upon or diminish the value
of our trademarks and other proprietary rights.
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GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES
At this time, we face general business regulations and laws or regulations
regarding taxation and access to online commerce. For example, expanding our
distribution center network or other aspects of our business may result in
additional sales and other tax obligations. Regulatory authorities may adopt
specific laws and regulations governing the Internet or online commerce. These
regulations may cover taxation, user privacy, pricing, content, copyrights,
distribution, electronic contracts and characteristics and quality of products
and services. Changes in consumer protection laws also may impose additional
burdens on companies conducting business online. In addition, many states
currently regulate "auctions" and "auctioneers" in conducting auctions and may
regulate online auction services. These laws or regulations may impede the
growth of the Internet or other online services. This could, in turn, diminish
the demand for our products and services and increase our cost of doing
business. Moreover, it is not clear how existing laws governing issues such as
property ownership, sales and other taxes, libel and personal privacy apply to
the Internet and online commerce. Unfavorable resolution of these issues may
harm our business.
RISKS RELATED TO AUCTION SERVICES
We may be unable to prevent users of our auction services from selling
unlawful goods, or from selling goods in an unlawful manner. We may face civil
or criminal liability for unlawful activities by our online auction users. Any
costs we incur as a result of liability relating to the sale of unlawful goods
or the unlawful sale of goods could harm our business.
In running our auction services, we rely on sellers of goods to make
accurate representations and provide reliable delivery and on buyers to pay the
agreed purchase price. We do not take responsibility for delivery of payment or
goods to any users of our services. While we can suspend or terminate the
accounts of users who fail to fulfill their delivery obligations to other users,
we cannot require users to make payments or deliver goods. We do not compensate
users who believe they have been defrauded by other users except through our
limited guarantee program.
RISK OF UNCERTAIN PROTECTION OF INTELLECTUAL PROPERTY
Third parties that license our proprietary rights, such as trademarks,
patented technology or copyrighted material, may take actions that diminish the
value of our proprietary rights or reputation. In addition, the steps we take to
protect our proprietary rights may not be adequate and third parties may
infringe or misappropriate our copyrights, trademarks, trade dress, patents and
similar proprietary rights. Other parties may claim that we infringed their
proprietary rights. We have been subject to claims, and expect to continue to be
subject to legal proceedings and claims, regarding alleged infringement by us
and our licensees of the trademarks and other intellectual property rights of
third parties. Such claims, whether or not meritorious, may result in the
expenditure of significant financial and managerial resources. Most recently,
Amazon Bookstore, Inc. filed suit against us alleging trademark infringement and
unfair competition under state and federal law. Amazon Bookstore is seeking
injunctive relief against our use of the marks Amazon.com, Amazon.com Books and
Amazon Books, the cancellation of our federal trademark registrations, damages,
profits, treble damages, costs and attorneys' fees.
RISKS OF YEAR 2000 NONCOMPLIANCE
We are in the process of assessing and remediating the year 2000 issues
associated with the computer systems, software, other property and equipment we
use. Our year 2000 readiness plan includes a multi-phased analysis of key
information technology and non-information technology-
10
<PAGE> 12
related components of our business, operations and infrastructure. We expect
that many aspects of this phased approach will not be complete until the fourth
quarter of 1999. As part of the implementation of our year 2000 readiness plan,
we will continue to inventory and identify all significant internal and external
hardware, software and data chips to assess and evaluate the year 2000
preparedness of these systems, correct or convert our critical data-processing
systems and information technology to recognize the year 2000, and test and
evaluate the year 2000 compliance of previously non-compliant hardware, software
and data chips. We cannot guarantee that we will be successful in our efforts to
make our critical systems year 2000 compliant or that the year 2000 problem will
not adversely affect our business.
As part of our year 2000 readiness plan, we have engaged in formal
communications with our significant suppliers and service providers to determine
the extent to which our systems may be vulnerable if such third parties fail to
address and correct their own year 2000 issues. We cannot guarantee that the
systems of suppliers or other companies on which we rely will be year 2000
compliant. In addition, the computer systems necessary to maintain the viability
of the Internet or any of the Web sites that direct consumers to our online
stores may not be year 2000 compliant. Another area of vulnerability that is
beyond our control is the year 2000 integrity of the computers and software used
by our customers to access our online stores. We are limited in our efforts to
address the year 2000 problem as it relates to third parties and will rely
solely on the assurances of these third parties as to their year 2000
preparedness.
We have engaged a third-party consulting firm to assist in the development
of a formal contingency plan. We believe that such contingency plan will be
completed in the fourth quarter of 1999. We cannot guarantee that the
contingency plan will adequately address all circumstances that may disrupt our
operations or that such planning will prevent circumstances that may cause a
material adverse effect on our operating results or financial condition.
OUR STOCK PRICE IS HIGHLY VOLATILE
The trading price of our common stock fluctuates significantly. For
example, during the 52-week period ended July 30, 1999 (as adjusted for the
2-for-1 split of our common stock on June 1, 1998 and the 3-for-1 split of our
common stock on January 4, 1999, but without giving effect to the 2-for-1 split
of our common stock payable on September 1, 1999), the reported closing price of
our common stock on the Nasdaq National Market was as high as $210.125 and as
low as $14.563 per share. Trading prices of our 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, services and strategic developments by us or our
competitors, or business combinations and investments by us or our
competitors,
- changes in our operating expense levels or losses,
- changes in financial estimates and recommendations by securities
analysts,
- performance by other online commerce companies, and
- news reports relating to trends in the Internet, book, music, video,
auctions, toys, consumer electronics or other product or service
industries.
11
<PAGE> 13
Any of these events may cause our stock price to fall, which may adversely
affect our business and financing opportunities. In addition, the stock market
in general and the market prices for Internet-related companies in particular
have experienced significant volatility that often has been unrelated to such
companies' operating performance. These broad market and industry fluctuations
may adversely affect the trading price of our common stock regardless of our
operating performance.
12
<PAGE> 14
SELECTED CONSOLIDATED FINANCIAL DATA
You should read the following selected consolidated financial data in
conjunction with the consolidated financial statements and notes contained in
our annual report for the year ended December 31, 1998. The selected
consolidated financial data as of March 31, 1999 and June 30, 1999 and for the
quarters ended March 31, 1999 and 1998 and the six-month periods ended June 30,
1999 and 1998 are unaudited and include all adjustments that we consider
necessary for a fair presentation of the financial position at such dates and
the operations for the respective periods then ended. The selected consolidated
financial data as of June 30, 1999 and for the six-month period ended June 30,
1999 contains interim capsule information previously filed with the SEC on our
Current Report on Form 8-K on July 22, 1999. The interim capsule information has
not been previously filed with the SEC under Form 10-Q. Certain prior period
amounts have been reclassified to conform to the current period presentation.
The information set forth below has been adjusted to reflect the 2-for-1 split
of our common stock on June 1, 1998 and the 3-for-1 split of our common stock on
January 4, 1999, but does not give effect to the 2-for-1 split of our common
stock payable on September 1, 1999. Historical results are not necessarily
indicative of future results.
<TABLE>
<CAPTION>
PERIOD FROM
JULY 5, 1994 QUARTER ENDED
YEARS ENDED DECEMBER 31, (INCEPTION) TO MARCH 31,
----------------------------------------- DECEMBER 31, -------------------
1998 1997 1996 1995 1994 1999 1998
--------- -------- -------- ------- -------------- -------- --------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Net sales......................... $ 609,820 $147,787 $ 15,746 $ 511 $ -- $293,643 $ 87,361
Cost of sales..................... 476,155 118,969 12,287 409 -- 228,852 68,063
--------- -------- -------- ------- ------- -------- --------
Gross profit...................... 133,665 28,818 3,459 102 -- 64,791 19,298
Operating expenses:
Marketing and sales............. 132,704 40,075 6,081 200 -- 60,718 19,905
Product development............. 46,362 13,384 2,377 171 38 23,402 7,197
General and administrative...... 15,633 6,742 1,408 35 14 11,243 1,996
Merger, acquisition and
investment related costs,
including amortization of
intangibles and equity in
earnings of affiliates........ 49,038 -- -- -- -- 25,219 --
Stock-based compensation........ 1,888 1,212 36 -- -- 113 185
--------- -------- -------- ------- ------- -------- --------
Total operating
expenses.............. 245,625 61,413 9,902 406 52 120,695 29,283
--------- -------- -------- ------- ------- -------- --------
Loss from operations.............. (111,960) (32,595) (6,443) (304) (52) (55,904) (9,985)
Interest income................... 14,053 1,901 202 1 -- 10,925 1,645
Interest expense.................. (26,639) (326) (5) -- -- (16,688) (2,029)
--------- -------- -------- ------- ------- -------- --------
Net interest income
(expense)................. (12,586) 1,575 197 1 -- (5,763) (384)
--------- -------- -------- ------- ------- -------- --------
Net loss.......................... $(124,546) $(31,020) $ (6,246) $ (303) $ (52) $(61,667) $(10,369)
========= ======== ======== ======= ======= ======== ========
Basic and diluted loss per
share(2)........................ $ (0.84) $ (0.24) $ (0.06) $ (0.00) $ (0.00) $ (0.39) $ (0.07)
========= ======== ======== ======= ======= ======== ========
Shares used in computation of
basic and diluted loss per
share(2)........................ 148,172 130,341 111,271 86,364 79,146 156,897 141,318
========= ======== ======== ======= ======= ======== ========
<CAPTION>
SIX-MONTHS ENDED
JUNE 30,
--------------------
1999 1998
--------- --------
(UNAUDITED)
<S> <C> <C>
STATEMENT OF OPERATIONS DATA(1):
Net sales......................... $ 608,019 $203,343
Cost of sales..................... 475,696 157,857
--------- --------
Gross profit...................... 132,323 45,486
Operating expenses:
Marketing and sales............. 146,667 46,873
Product development............. 57,690 15,942
General and administrative...... 25,790 5,268
Merger, acquisition and
investment related costs,
including amortization of
intangibles and equity in
earnings of affiliates........ 75,773 5,411
Stock-based compensation........ 4,782 377
--------- --------
Total operating
expenses.............. 310,702 73,871
--------- --------
Loss from operations.............. (178,379) (28,385)
Interest income................... 23,827 5,035
Interest expense.................. (45,123) (9,598)
--------- --------
Net interest income
(expense)................. (21,296) (4,563)
--------- --------
Net loss.......................... $(199,675) $(32,948)
========= ========
Basic and diluted loss per
share(2)........................ $ (1.26) $ (0.23)
========= ========
Shares used in computation of
basic and diluted loss per
share(2)........................ 159,053 143,802
========= ========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------------------- MARCH 31, JUNE 30,
1998 1997 1996 1995 1994 1999 1999
-------- -------- ------ ------ ---- ---------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA(1):
Cash.......................................... $ 25,561 $ 1,876 $ 864 $ 804 $ 52 $ 5,248 $ 42,539
Marketable securities......................... 347,884 123,499 5,425 192 -- 1,437,717 1,101,698
Working capital (deficiency).................. 262,679 93,158 1,698 920 (16) 1,323,693 979,014
Total assets.................................. 648,460 149,844 8,434 1,084 76 1,812,984 2,298,214
Long-term debt and other...................... 348,140 76,702 -- -- -- 1,533,862 1,449,224
Total stockholders' equity.................... 138,745 28,591 2,943 977 8 77,537 571,046
</TABLE>
- -------------------------
(1) Reflects restatement for pooling of interests. See Notes 1 and 2 of Notes to
Consolidated Financial Statements contained in our Annual Report on Form
10-K for the year ended December 31, 1998.
(2) For further discussion of loss per share see Notes 1 and 8 of Notes to
Consolidated Financial Statements contained in our Annual Report on Form
10-K for the year ended December 31, 1998.
13
<PAGE> 15
THE OFFERING
This prospectus covers up to 30,000,000 shares of common stock we may issue
to facilitate our continuing program of business acquisitions. We may acquire
businesses for cash, notes or other debt, the assumption of liabilities, or
equity securities. We may issue these shares in exchange for shares, partnership
interests or other assets representing interests in businesses we acquire, in a
merger or consolidation, or in exchange for assets we buy from other companies.
We may acquire other companies or assets directly, or indirectly through a
subsidiary, joint venture or other entity, and we may acquire all or only a
portion of any entity or its assets. We also may acquire other companies or
assets in negotiated transactions or, in the case of businesses that are widely
held, through exchange offers or solicitations of mergers, consolidations or
sales of assets. We do not expect to pay any underwriting discounts or
commissions but we may issue a portion of these shares to pay brokers'
commissions incurred in connection with future acquisitions.
RESTRICTIONS ON RESALE OF COMMON STOCK
We have registered the shares covered by this prospectus under the
Securities Act. However, the registration statement does not cover your resale
or distribution of shares you may receive. Affiliates of businesses we acquire
generally may not resell their shares except:
- pursuant to an effective registration statement under the Securities Act,
- in compliance with Rule 145 under the Securities Act, or
- in compliance with another exemption from the registration requirements
of the Securities Act.
Rule 145 permits affiliates of an acquired company to resell shares
immediately following an acquisition if the resale complies with volume
limitations and manner of sale requirements. Under Rule 145, sales by such
affiliates during any three-month period cannot exceed the greater of (1) 1% of
the total number of shares of our common stock outstanding and (2) the average
weekly trading volume of our shares on all national securities exchanges and/or
reported through the Nasdaq National Market during the four calendar weeks
preceding a proposed sale. These restrictions generally apply until the
affiliate has held our shares for at least one year, unless the affiliate of the
acquired company becomes an affiliate of Amazon.com. If you are not an affiliate
of the business we are acquiring, you will not be subject to these restrictions.
You should check with your legal advisors about these restrictions before making
an investment decision.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 1,500,000,000 shares of common
stock, $0.01 par value per share, and 150,000,000 shares of preferred stock,
$0.01 par value per share. The following summary of certain provisions of the
common stock and preferred stock is not complete and is subject to, and
qualified in its entirety by, the provisions of our restated certificate of
incorporation.
DESCRIPTION OF THE COMMON STOCK
Under our current restated certificate of incorporation, we may issue up to
1,500,000,000 shares of our common stock. Holders of common stock are entitled
to one vote per share on all matters submitted to a vote of stockholders.
Subject to preferences that may apply to our preferred stock, the holders of
common stock receive ratably any dividends that may be declared by our board of
directors. In the event of a liquidation, dissolution or winding up of
Amazon.com, the holders of common stock will share equally and ratably in all
assets remaining after we pay liabilities and liquidation preferences to holders
of preferred stock. Holders of common stock have no preemptive rights or rights
to convert their common stock into any other securities. The common stock is
neither
14
<PAGE> 16
redeemable nor subject to call. No sinking fund provisions apply to the common
stock. All outstanding shares of common stock are fully paid and nonassessable.
Washington law imposes restrictions on some transactions between a
corporation and certain significant shareholders. Chapter 23B.19 of the
Washington Business Corporation Act prohibits a "target corporation," with some
exceptions, from engaging in certain significant business transactions with an
"acquiring person," which is defined as a person or group of persons that
beneficially owns 10% or more of the voting securities of the target
corporation, for a period of five years after such acquisition, unless the
transaction or acquisition of shares is approved by a majority of the members of
the target corporation's board of directors prior to the acquisition. Such
prohibited transactions include, among other things:
- a merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from, the acquiring person;
- termination of 5% or more of the employees of the target corporation as a
result of the acquiring person's acquisition of 10% or more of the
shares; or
- allowing the acquiring person to receive any disproportionate benefit as
a shareholder.
After the five-year period, a "significant business transaction" may occur,
as long as it complies with certain "fair price" provisions of the statute. A
corporation may not opt out of this statute. This provision may have the effect
of delaying, deterring or preventing a change in control of Amazon.com.
Section 203 of the Delaware General Corporation Law generally prohibits
Delaware corporations from engaging in some "business combinations" with some
"interested stockholders" for a period of three years unless certain criteria
are met. We have expressly elected in our restated certificate of incorporation
not to be governed by Section 203.
DESCRIPTION OF THE PREFERRED STOCK
Our current restated certificate of incorporation permits us to issue up to
150,000,000 shares of our preferred stock, in one or more series and with
rights, preferences, privileges and restrictions that may be fixed or designated
by our board of directors without any further action by our stockholders. The
board of directors, without stockholder approval, can issue preferred stock with
voting, conversion, dividend, redemption, liquidation or other rights that could
adversely affect the voting power and other rights of the holders of common
stock. Preferred stock could thus be issued quickly with terms calculated to
delay or prevent a change in control of Amazon.com or make removal of management
more difficult. Additionally, the issuance of preferred stock may have the
effect of decreasing the market price of our common stock, and may adversely
affect the voting and other rights of the holders of common stock. We have no
plans to issue any preferred stock at this time.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services, Ridgefield Park, New Jersey.
LEGAL MATTERS
Perkins Coie LLP, Seattle, Washington, will provide Amazon.com with an
opinion as to legal matters in connection with the common stock offered by this
prospectus.
EXPERTS
The consolidated financial statements and schedule of Amazon.com appearing
in Amazon.com's Annual Report (Form 10-K) for the year ended December 31, 1998,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and
15
<PAGE> 17
incorporated herein by reference. Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
The financial statements of Junglee Corp., incorporated in this prospectus
by reference to Amazon.com'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.
The financial statements of e-Niche Incorporated as of December 31, 1998
and 1997, for the year ended December 31, 1998, and for the period from July 29,
1997 (inception) to December 31, 1997 and for the period from July 29, 1997
(inception) to December 31, 1998 incorporated in this prospectus by reference to
Amazon.com's Current Report on Form 8-K filed May 12, 1999, have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Alexa Internet as of December 31, 1998 and
1997, for each of the two years in the period ended December 31, 1998 and for
the period from February 14, 1996 (inception) to December 31, 1998 incorporated
in this prospectus by reference to Amazon.com's Current Report on Form 8-K filed
May 12, 1999, have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of Accept.com Financial Services
Corporation, included in Amazon.com's Current Report on Form 8-K filed June 10,
1999, have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
16
<PAGE> 18
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY INFORMATION OR REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK. IT IS NOT AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IF THE OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE AFFAIRS OF AMAZON.COM MAY HAVE CHANGED SINCE
THE DATE OF THIS PROSPECTUS. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS CORRECT AT ANY TIME SUBSEQUENT TO ITS DATE.
30,000,000 SHARES
AMAZON.COM LOGO
COMMON STOCK
------------------------------------
PROSPECTUS
------------------------------------
AUGUST , 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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.
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.
II-1
<PAGE> 20
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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBIT INDEX
<TABLE>
<S> <C>
3.1* Restated Certificate of Incorporation.
3.2** Restated By-Laws.
4.1** Indenture, dated as of May 8, 1998, between the registrant
and the Bank of New York, as Trustee.
4.2** Form of 10% Senior Discount Note due 2008.
4.3** Registration Rights Agreement, entered May 8, 1998, between
the registrant and Morgan Stanley & Co., Incorporated.
4.4*** Indenture, dated as of February 3, 1999, between the
registrant and The Bank of New York, as Trustee, including
the form of 4 3/4% Convertible Subordinated Note due 2009
attached as Exhibit A thereto.
4.5*** Registration Rights Agreement, dated as of February 3, 1999,
by and among the registrant and the Initial Purchasers.
5.1 Opinion of Perkins Coie LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.5 Consent of Ernst & Young LLP, Independent Auditors.
23.6 Consent of Perkins Coie LLP (contained in Exhibit 5.1
above).
24.1**** Power of Attorney.
24.2 Powers of Attorney of Joseph Galli, Jr. and Kelyn J.
Brannon.
</TABLE>
- -------------------------
* Incorporated by reference to our Registration Statement on Form S-3/A
(Registration No. 333-78797) filed on June 8, 1999.
** Incorporated by reference to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
*** Incorporated by reference to our Current Report on Form 8-K filed with the
SEC on February 4, 1999.
**** Previously filed.
ITEM 22. UNDERTAKINGS
A. The undersigned registrant hereby undertakes as follows:
(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;
(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. Notwithstanding the foregoing, any
increase or decrease in
II-2
<PAGE> 21
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective 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 of 1933, 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, and
(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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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
the initial bona fide offering thereof.
C. (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus that is a part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding or (ii) purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415, will
be filed as a part of any amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, 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.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
II-3
<PAGE> 22
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
E. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first-class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
F. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except where
the transaction in which the securities being offered pursuant to the
registration statement would itself qualify for an exemption under Section 5 of
the Securities Act of 1933, absent the existence of other similar (prior or
subsequent) transactions.
II-4
<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
of the requirements for filing on Form S-4 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 August 6, 1999.
AMAZON.COM, INC.
By:/s/ JEFFREY P. BEZOS
-----------------------------
Jeffrey P. Bezos
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, 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
--------- ----- ----
<C> <C> <S>
/s/ JEFFREY P. BEZOS Chairman of the Board and Chief August 6, 1999
- --------------------------------------------------- Executive Officer (Principal
Jeffrey P. Bezos Executive Officer)
/s/ JOSEPH GALLI, JR. President, Chief Operating August 6, 1999
- --------------------------------------------------- Officer and Director
Joseph Galli, Jr.
*JOY D. COVEY Chief Financial Officer and Vice August 6, 1999
- --------------------------------------------------- President, Finance and
Joy D. Covey Administration (Principal
Financial Officer)
/s/ KELYN J. BRANNON Vice President, Finance and August 6, 1999
- --------------------------------------------------- Chief Accounting Officer
Kelyn J. Brannon (Principal Accounting Officer)
*TOM A. ALBERG Director August 6, 1999
- ---------------------------------------------------
Tom A. Alberg
*SCOTT D. COOK Director August 6, 1999
- ---------------------------------------------------
Scott D. Cook
*L. JOHN DOERR Director August 6, 1999
- ---------------------------------------------------
L. John Doerr
*PATRICIA Q. STONESIFER Director August 6, 1999
- ---------------------------------------------------
Patricia Q. Stonesifer
*By: /s/ JEFFREY P. BEZOS August 6, 1999
----------------------------------------------
Jeffrey P. Bezos
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1* Restated Certificate of Incorporation.
3.2** Restated By-Laws.
4.1** Indenture, dated as of May 8, 1998, between the registrant
and the Bank of New York, as Trustee.
4.2** Form of 10% Senior Discount Note due 2008.
4.3** Registration Rights Agreement, entered May 8, 1998, between
the registrant and Morgan Stanley & Co., Incorporated
4.4*** Indenture, dated as of February 3, 1999, between the
registrant and The Bank of New York, as Trustee, including
the form of 4 3/4% Convertible Subordinated Note due 2009
attached as Exhibit A thereto.
4.5*** Registration Rights Agreement, dated as of February 3, 1999,
by and among the registrant and the Initial Purchasers.
5.1 Opinion of Perkins Coie LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.5 Consent of Ernst & Young LLP, Independent Auditors.
23.6 Consent of Perkins Coie LLP (contained in Exhibit 5.1
above).
24.1**** Power of Attorney.
24.2 Powers of Attorney of Joseph Galli, Jr. and Kelyn J.
Brannon.
</TABLE>
- -------------------------
* Incorporated by reference to our Registration Statement on Form S-3/A
(Registration No. 333-78797) filed on June 8, 1999.
** Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
*** Incorporated by reference to the registrant's Current Report on Form 8-K
filed with the SEC on February 4, 1999.
**** Previously filed.
<PAGE> 1
Exhibit 5.1
[PERKINS COIE LLP LETTERHEAD]
August 6, 1999
Amazon.com, Inc.
1200 12th Avenue South, Suite 1200
Seattle, WA 98144
Ladies and Gentlemen:
We have acted as counsel to you in connection with the proceedings
for the authorization and issuance by Amazon.com, Inc. (the "Company") of up to
30,000,000 shares (the "Shares") of the Company's common stock, $.01 par value
per share (the "Common Stock"), and the preparation and filing of Post-Effective
Amendment No. 2 to the Registration Statement on Form S-4 ("Post-Effective
Amendment No. 2") under the Securities Act of 1933, as amended (the "Securities
Act"), which you are filing with the Securities and Exchange Commission with
respect to the Shares.
We have examined Post-Effective Amendment No. 2 and such documents
and records of the Company and other documents as we have deemed necessary for
the purpose of this opinion. Based on the foregoing, we are of the opinion that
upon the happening of the following events:
(a) the filing and effectiveness of Post-Effective Amendment No. 2,
(b) due execution by the Company and registration by its registrar
of the Shares,
(c) the offering and sale of the Shares as contemplated by
Post-Effective Amendment No. 2, and
(d) receipt by the Company of the consideration required for the
Shares contemplated by Post-Effective Amendment No. 2,
the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE> 2
Amazon.com, Inc.
August 6, 1999
Page 2
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 2 and to the reference to our firm in the
prospectus of Post-Effective Amendment No. 2 under the heading "Legal Matters."
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities 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 Post
Effective Amendment No. 2 to the Registration Statement (Form S-4 No. 333-55943)
and related Prospectus of Amazon.com, Inc. for the registration of 30,000,000
shares of its common stock, and to the incorporation by reference therein of our
report dated January 22, 1999, except for Note 11 as to which the date is
February 10, 1999, with respect to the consolidated financial statements and
schedule of Amazon.com, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Seattle, Washington
August 3, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Post Effective
Amendment No. 2 to Registration Statement No. 333-55943 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
August 3, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Post Effective
Amendment No. 2 to the Registration Statement on Form S-4 (No. 333-55943) of
Amazon.com, Inc. of our report dated May 3, 1999 relating to the financial
statements of e-Niche Incorporated, which appears in the Current Report on Form
8-K of Amazon.com, Inc. dated May 12, 1999. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Boston, Massachusetts
August 5, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Post Effective
Amendment No. 2 to the Registration Statement on Form S-4 (No. 333-55943) of
Amazon.com, Inc. of our report dated April 23, 1999 relating to the financial
statements of Alexa Internet which appears in the Form 8-K of Amazon.com, Inc.
dated May 12, 1999. We also consent to the reference to our firm under the
caption "Experts".
PricewaterhouseCoopers LLP
San Francisco, California
August 3, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in Post
Effective Amendment No. 2 to the Registration Statement (Form S-4 No. 333-55943)
and related Prospectus of Amazon.com, Inc. for the registration of 30,000,000
shares of its common stock, and to the incorporation by reference therein of our
report dated May 12, 1999, with respect to the consolidated financial statements
of Accept.com, Inc. for the year ended December 31, 1998, included in the
Current Report (Form 8-K) of Amazon.com, Inc. filed with the Securities and
Exchange Commission on June 10, 1999.
ERNST & YOUNG LLP
San Jose, California
August 3, 1999
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
The undersigned, Joseph Galli, Jr. and Kelyn J. Brannon, hereby authorize
and appoint Jeffrey P. Bezos, Joseph Galli, Jr., Joy D. Covey, Kelyn J. Brannon
and L. Michelle Wilson, and each of them, with full power of substitution and
resubstitution and full power to act without the other, as his or her true and
lawful attorney-in-fact and agent to act in his or her name, place and stead and
to execute in the name and on behalf of him or her, 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, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing, ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their and his or her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
/s/ JOSEPH GALLI, JR.
--------------------------------------
Joseph Galli, Jr., President, Chief
Operating Officer and Director
/s/ KELYN J. BRANNON
--------------------------------------
Kelyn J. Brannon, Vice President,
Finance
and Chief Accounting Officer
