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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 19, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 91-1646860
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
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1200 12TH AVENUE S., SUITE 1200
SEATTLE, WASHINGTON 98144
(206) 266-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JEFFREY P. BEZOS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMAZON.COM, INC.
1200 12TH AVENUE S., SUITE 1200
SEATTLE, WASHINGTON 98144
(206) 266-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(1) OFFERING PRICE(2)(3) REGISTRATION FEE
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Common stock, $0.01 par value(4)..........
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Preferred stock, $0.01 par value(4).......
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Depositary shares(4)......................
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Debt securities(4)........................
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Warrants(4)(5)............................
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Stock purchase units(4)...................
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Stock purchase contracts(4)...............
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Total............................. $2,000,000,000 $556,000
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(1) Not applicable pursuant to Form S-3 General Instruction II(D).
(2) Or (i) if any debt securities are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price equal to the amount to be registered or (ii) if any debt securities
are issued with a principal amount denominated in a foreign currency or
composite currency, such principal amount as shall result in an aggregate
initial offering price equivalent thereto in U.S. dollars at the time of
initial offering.
(3) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(o).
(4) In addition to the securities that are being issued directly under this
registration statement, there are being registered hereunder an
indeterminate number of shares of common stock, preferred stock and
depositary shares as may be issued upon conversion or exchange of the
securities issued directly hereunder. No separate consideration will be
received for any shares of common stock, preferred stock or depositary
shares so issued upon conversion or exchange.
(5) Includes warrants to purchase common stock, warrants to purchase preferred
stock, third-party warrants, warrants to purchase debt securities, foreign
currency exchange warrants, stock index warrants and other warrants.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until this registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 19, 1999
PROSPECTUS
$2,000,000,000
[LOGO]
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS TO PURCHASE COMMON STOCK
WARRANTS TO PURCHASE PREFERRED STOCK
STOCK PURCHASE UNITS
STOCK PURCHASE CONTRACTS
THIRD-PARTY WARRANTS
WARRANTS TO PURCHASE DEBT SECURITIES
FOREIGN CURRENCY EXCHANGE WARRANTS
STOCK INDEX WARRANTS
OTHER WARRANTS
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We will provide the specific terms for each of these securities in
supplements to this prospectus. You should read carefully this prospectus and
any supplement before you invest.
Our common stock is quoted on the Nasdaq National Market under the symbol
"AMZN."
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THE SECURITIES WE MAY OFFER INVOLVE A HIGH DEGREE OF RISK. THE RISKS
ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY AS WELL AS WITH THE PARTICULAR
TYPES OF SECURITIES WILL BE DESCRIBED IN THE PROSPECTUS SUPPLEMENT.
-------------------------
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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The date of this prospectus is , 1999.
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TABLE OF CONTENTS
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Summary..................................................... 1
Forward-Looking Information................................. 3
How to Obtain More Information.............................. 3
Amazon.com.................................................. 4
Ratio of Earnings to Fixed Charges.......................... 5
Use of Proceeds............................................. 5
General Description of Securities........................... 5
Description of the Common Stock............................. 5
Description of the Preferred Stock.......................... 6
Description of the Depositary Shares........................ 7
Description of the Debt Securities.......................... 9
Description of the Warrants to Purchase Common or Preferred
Stock..................................................... 17
Description of the Stock Purchase Units and Stock Purchase
Contracts................................................. 18
Description of the Third-Party Warrants..................... 18
Description of the Warrants to Purchase Debt Securities..... 20
Description of the Foreign Currency Exchange Warrants....... 21
Description of the Stock Index Warrants..................... 23
Description of the Other Warrants........................... 26
Plan of Distribution........................................ 28
ERISA Considerations........................................ 29
Legal Matters............................................... 30
Experts..................................................... 30
</TABLE>
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SUMMARY
This summary highlights selected information from this prospectus and does
not contain all the information that is important to you. To understand the
terms of our securities, you should read carefully this prospectus with the
attached prospectus supplement. Together, these documents describe the specific
terms of the securities we are offering. You should also read the documents
listed below in "How To Obtain More Information" for information about our
company and our financial statements.
THE SECURITIES WE MAY OFFER
This prospectus is part of a registration statement (No. 333- )
that we filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may offer from time to time
up to $2,000,000,000 of the following securities, either separately or in units:
- common stock;
- preferred stock;
- depositary shares;
- debt securities;
- warrants to purchase common stock;
- warrants to purchase preferred stock;
- stock purchase units;
- stock purchase contracts;
- third-party warrants;
- warrants to purchase debt securities;
- foreign currency exchange warrants;
- stock index warrants; and
- other warrants
This prospectus provides you with a general description of the securities
we may offer. Each time we offer securities, we will provide you with a
prospectus supplement that will describe the specific amounts, prices and terms
of the securities we offer. The prospectus supplement also may add, update or
change information contained in this prospectus.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. We and our agents reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities, and any applicable fee, commission or
discount arrangements with them. See "Plan of Distribution."
COMMON STOCK
We may issue our common stock, $0.01 par value per share. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
stockholders. Holders of common stock are entitled to receive dividends declared
by the board of directors, subject to the rights of preferred stockholders.
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PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, $0.01 par value per share, in one or more
series. Our board of directors will determine the dividend, voting, conversion
and other rights of the series being offered and the terms and conditions of its
offering and sale. We may also issue fractional shares of preferred stock that
will be represented by depositary shares and depositary receipts.
DEBT SECURITIES
We may offer unsecured general obligations of our company, which may be
senior debt securities or subordinated debt securities. The senior debt
securities will have the same rank as all our other unsecured, unsubordinated
debt. The subordinated debt securities will be entitled to payment only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made.
The debt securities will be issued under an indenture between us and the
trustee or trustees we name in the prospectus supplement. We have summarized
certain general features of the debt securities from the indentures, which are
or will be exhibits to this registration statement of which this prospectus is a
part. We encourage you to read the indentures and our recent periodic and
current reports that we file with the SEC. Directions on how to obtain copies of
these reports are provided under "How To Obtain More Information."
WARRANTS
We may issue warrants to purchase our common stock, preferred stock or debt
securities. In addition, we may offer warrants to purchase securities of other
companies. Also, we may issue warrants tied to and dependent upon movements of
currency exchange rates, the prices of stocks underlying one or more indexes, or
the prices of other underlying commodities. The applicable prospectus supplement
will describe the details of the warrants.
STOCK PURCHASE UNITS AND STOCK PURCHASE CONTRACTS
We may issue stock purchase units and stock purchase contracts, including
contracts obligating holders to purchase from us, and us to sell to the holders,
a specified number of shares of common stock or preferred stock at a future date
or dates. We may determine the price of shares of common stock or preferred
stock at the time we issue the stock purchase contracts or the price may be
determined by referring to a specific formula described in the stock purchase
contracts. We may issue the stock purchase contracts separately or as a part of
stock purchase units consisting of a stock purchase contract and debt
securities, preferred stock or debt obligations of third parties, including U.S.
Treasury securities, which secure the holders' obligations to purchase the
common stock or preferred stock under the stock purchase contracts. The stock
purchase contracts may require us to make periodic payments to the holders of
the stock purchase units or vice versa, and such payments may be unsecured or
prefunded on some basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner.
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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, prospectus supplement 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 "Additional Factors
That May Affect Future Results" that appears in our Annual Report on Form 10-K
for the year ended December 31, 1998, as well as the section entitled "Risk
Factors" that appears in the prospectus supplement accompanying this prospectus
describe 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 SEC. 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-3 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
information to you by referring you to those documents. The 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 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,
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1999, March 29, 1999, March 30, 1999, April 27, 1999, April 29, 1999, May
12, 1999 and May 19, 1999; and
- The description of the common stock in our Registration Statement on Form
8-A filed 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 offices, which are
located at 1200 12th Avenue S., Suite 1200, Seattle, Washington 98144, telephone
number (206) 266-1000.
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
after the date on the front of the document.
AMAZON.COM
Amazon.com 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 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 in
Seattle, Washington. Our mailing address and telephone number are 1200 12th
Avenue S., Suite 1200, Seattle, Washington 98144, (206) 266-1000.
Information contained on our Web site is not a part of this prospectus.
We have adjusted all of the information in this prospectus to reflect a
2-for-1 split of the common stock on June 1, 1998 and a 3-for-1 split of the
common stock on January 4, 1999.
Amazon.com, Amazon.co.uk, Amazon.de, Internet Movie Database, Earth's
Biggest Bookstore and 1-Click are either registered trademarks or trademarks of
Amazon.com or its affiliates. All other names mentioned in this prospectus, the
documents incorporated by reference or in any prospectus supplement may be
trademarks of their respective owners.
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RATIO OF EARNINGS TO FIXED CHARGES
(in thousands)
<TABLE>
<CAPTION>
PERIOD FROM JULY 5,
THREE MONTHS FOR THE YEAR ENDED DECEMBER 31, 1994 (INCEPTION) TO
ENDED MARCH 31, -------------------------------------- DECEMBER 31,
1999 1998 1997 1996 1995 1994
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Deficiency of earnings
available to cover
fixed charges(*)..... $(61,667) $(124,546) $(31,020) $(6,246) $(303) $(52)
</TABLE>
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(*) Earnings consist of net loss plus fixed charges. Fixed charges consist of
interest expense, including amortization of debt issuance costs and that
portion of rental expense we believe to be representative of interest.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities, after
transaction and hedging costs, if any, incurred in connection with currency
warrants or stock index warrants, for general corporate purposes.
GENERAL DESCRIPTION OF SECURITIES
We may offer shares of common stock, shares of preferred stock, depositary
shares, debt securities, common stock warrants, preferred stock warrants, stock
purchase units, stock purchase contracts, third-party warrants, debt warrants,
currency warrants, stock index warrants, other warrants or any combination of
the foregoing, either individually or as units consisting of one or more
securities. We may offer up to $2,000,000,000 worth of securities under this
prospectus. If securities are offered as units, we will describe the terms of
the units in a prospectus supplement. The securities involve a high degree of
risk, which we will describe in the prospectus supplement.
DESCRIPTION OF THE COMMON STOCK
Under our current restated certificate of incorporation, we may issue up to
300,000,000 shares of our common stock (up to 1,500,000,000 shares if the
amendment to our restated certificate of incorporation is approved by our
stockholders at our annual meeting of stockholders, scheduled for May 20, 1999).
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 the 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 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.
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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 time of 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 certain "business combinations" with
certain "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
10,000,000 shares of our preferred stock (up to 150,000,000 shares if the
amendment is approved by our stockholders at our annual meeting of stockholders,
scheduled for May 20, 1999), in one or more series and with rights and
preferences that may be fixed or designated by our board of directors without
any further action by our stockholders. The rights, preferences, privileges and
restrictions of the preferred stock of each series will be fixed by the
certificate of designation relating to each series. A prospectus supplement
relating to each series will specify the terms of the preferred stock,
including:
- The maximum number of shares in the series and the distinctive
designation;
- The terms on which dividends, if any, will be paid;
- The terms on which the shares may be redeemed, if at all;
- The liquidation preference, if any;
- The terms of any retirement or sinking fund for the purchase or
redemption of the shares of the series;
- The terms and conditions, if any, on which the shares of the series shall
be convertible into, or exchangeable for, shares of any other class or
classes of capital stock;
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- The voting rights, if any, on the shares of the series; and
- Any or all other preferences and relative, participating, operational or
other special rights or qualifications, limitations or restrictions of
the shares.
The issuance of preferred stock may delay, deter or prevent a change in
control of Amazon.com.
We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the related prospectus supplement are not complete. You
should refer to the certificate of designation for complete information. The
prospectus supplement will contain a description of certain U.S. federal income
tax consequences relating to the preferred stock.
DESCRIPTION OF THE DEPOSITARY SHARES
The description below and in the related prospectus supplement is not
complete. You should read the forms of deposit agreement and depositary receipts
filed with the SEC in connection with the offering of each series of the
preferred stock described below.
GENERAL
We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than shares of preferred stock. If we exercise that
option, we will provide for a depositary to issue receipts for depositary
shares, each of which will represent a fractional interest in a share of
preferred stock.
The shares of preferred stock underlying the depositary shares will be
deposited under a separate deposit agreement between us and a bank or trust
company depositary that has its principal office in the United States. The
prospectus supplement will set forth the name and address of the depositary.
Subject to the terms of the deposit agreement, each owner of a depositary share
will be entitled, in proportion to the applicable fractional interest in a share
of preferred stock, to all the rights and preferences of the underlying
preferred stock, including dividend, voting, redemption, conversion and
liquidation rights. Depositary receipts will be issued for depositary shares.
The depositary may issue temporary depositary receipts substantially
identical to, and entitling the holders to all the rights pertaining to, the
definitive depositary receipts. Definitive depositary receipts will then be
prepared thereafter and temporary depositary receipts may be exchanged for
definitive depositary receipts at our expense.
Upon surrender of depositary receipts and payment of the charges provided
in the deposit agreement, the depositary will deliver the whole shares of
preferred stock underlying the depositary shares.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash dividends or other cash
distributions on the preferred stock, rounded to the nearest cent, to the record
holders of depositary shares in proportion to the numbers of such depositary
shares owned by them on the relevant record date. Fractions of one cent not so
distributed will be added to the next sum received by the depositary for
distribution to record holders of depositary shares.
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In the event of a non-cash distribution, the depositary will, if feasible,
distribute property received by it to the record holders of depositary shares
entitled to them. If the distribution is not feasible, the depositary may sell
the property and distribute the net proceeds to such holders.
REDEMPTION OF DEPOSITARY SHARES
If we redeem the preferred stock underlying the depositary shares, the
depositary will redeem the depositary shares from the proceeds of the redemption
of the preferred stock held by the depositary. The depositary will mail notice
of redemption not less than 30 or more than 60 days prior to the date fixed for
redemption to the record holders of the depositary shares. The redemption price
per depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to the preferred stock. Whenever we redeem
shares of preferred stock held by the depositary, the depositary will redeem the
corresponding depositary shares as of the same redemption date. If less than all
the depositary shares are to be redeemed, the depositary will select by lot or
pro rata which depositary shares will be redeemed.
After the redemption, the depositary shares called for redemption will no
longer be deemed to be outstanding. All rights of the holders of the depositary
shares will cease, except the right to receive the money or other property to
which the holders are entitled upon redemption upon surrender of the depositary
receipts for their depositary shares.
VOTING THE PREFERRED STOCK
The depositary will mail to the holders of depositary shares the
information contained in any notice of meeting at which the holders of preferred
stock are entitled to vote. Each record holder of depositary shares on the
record date for the preferred stock may instruct the depositary to exercise its
voting rights with respect to the depositary shares. The depositary will attempt
to vote the number of shares of preferred stock underlying such depositary
shares in accordance with these instructions. We will agree to take any action
required to enable the depositary to vote the depositary shares. The depositary
will abstain from voting shares of preferred stock to the extent it does not
receive instructions from the holders of depositary shares relating to that
preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
We and the depositary may amend the form of depositary receipt and any
provision of the deposit agreement at any time. However, neither of us can make
any amendment that would materially and adversely alter the rights of the
existing holders of depositary shares without approval by the record holders of
at least a majority of the outstanding depositary shares. We or the depositary
may terminate a deposit agreement only if (1) all outstanding depositary shares
relating thereto have been redeemed or (2) there has been a final distribution
to the holders of preferred stock in a liquidation, dissolution or winding up of
Amazon.com and to the holders of the related depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the depositary arrangements. We will pay charges of the depositary
in connection with the initial deposit of the preferred stock and any redemption
of the preferred stock. Holders of
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depositary shares will pay transfer and other taxes and governmental charges and
any other charges listed in the deposit agreement as holders' charges.
MISCELLANEOUS
The depositary will forward to the holders of depositary shares all reports
and communications that we are required to furnish to the holders of the
preferred stock.
Neither the depositary nor Amazon.com will be liable if the law or any
circumstance beyond its control prevents it from performing its obligations
under the deposit agreement. Amazon.com and the depositary are required only to
perform their duties in good faith. They will not be obligated to prosecute or
defend any legal proceeding regarding any depositary shares or preferred stock
unless the holders of those securities provide them with satisfactory indemnity.
They may rely on written advice of counsel or accountants, or information
provided by persons presenting preferred stock for deposit, holders of
depositary shares or other persons believed to be competent and on documents
believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering notice to us, and we
may at any time remove the depositary. Any such resignation or removal will take
effect when a successor depositary is established.
DESCRIPTION OF THE DEBT SECURITIES
We also may offer any combination of senior debt securities or subordinated
debt securities. Debt securities are unsecured general obligations of
Amazon.com. Senior debt securities rank above all subordinated indebtedness and
equal to all other indebtedness outstanding on the date of the prospectus
supplement. Subordinated debt securities rank in right of payment below all
other indebtedness outstanding at or after the time issued, unless the other
indebtedness provides that it is not senior to the subordinated debt.
We may issue the senior debt securities and the subordinated debt
securities under separate indentures between us, as issuer, and the trustee or
trustees identified in the prospectus supplement. A copy of the form of each
type of indenture has been or will be filed as an exhibit to the registration
statement of which this prospectus is a part. A prospectus supplement will
describe the particular terms of any debt securities we may offer.
The following summaries of the debt securities and the indentures are not
complete. We strongly urge you to read the indentures and the description of the
debt securities included in the prospectus supplement.
GENERAL
We may issue an unlimited principal amount of debt securities in separate
series. We may specify a maximum aggregate principal amount for the debt
securities of any series. The debt securities will have terms that are
consistent with the indentures. Unless otherwise specified in the applicable
prospectus supplement, senior debt securities will be
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unsecured and unsubordinated obligations of Amazon.com and will rank equal with
all our other unsecured and unsubordinated debt. Subordinated debt securities
will be paid only if all payments due under our senior indebtedness, including
any outstanding senior debt securities, have been made.
The indentures might not limit the amount of other debt that we may incur
and might not contain financial or similar restrictive covenants. The indentures
might not contain any provision to protect holders of debt securities against a
sudden or dramatic decline in our ability to pay our debt.
The prospectus supplement will describe the debt securities and the price
or prices at which we will offer the debt securities. The description will
include:
- the title of the debt securities;
- any limit on the aggregate principal amount of such debt securities or
the series of which they are a part;
- the person to whom any interest on a debt security of the series will be
paid;
- the date or dates on which we must pay the principal;
- the rate or rates at which the debt securities will bear interest, if
any, the date or dates from which interest will accrue, and the dates on
which we must pay interest;
- the place or places where we must pay the principal and any premium or
interest on the debt securities;
- the terms and conditions on which we may redeem any debt security, if at
all;
- any obligation to redeem or purchase any debt securities, and the terms
and conditions on which we must do so;
- the denominations in which we may issue the debt securities;
- the manner in which we will determine the amount of principal of or any
premium or interest on the debt securities;
- the currency in which we will pay the principal and any premium or
interest on the debt securities;
- the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
- the amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and payable upon
any maturity or that will be deemed to be outstanding as of any date;
- if applicable, that the debt securities are defeasible;
- if applicable, the terms of any right to convert debt securities into, or
exchange debt securities for, shares of common stock or other securities
or property;
- whether we will issue the debt securities in the form of one or more
global securities and, if so, the respective depositaries for the global
securities and the terms of the global securities;
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- the subordination provisions that will apply to the subordinated debt
securities;
- any addition to or change in the events of default applicable to the debt
securities and any change in the right of the trustee or the holders to
declare the principal amount of any of such debt securities due and
payable; and
- any addition to or change in the covenants in the indentures.
We may sell the debt securities at a substantial discount below their
stated principal amount. We will describe certain special U.S. federal income
tax considerations, if any, applicable to debt securities sold at an original
issue discount in the prospectus supplement. An "original issue discount
security" is any debt security that provides for an amount less than the
principal amount to be due and payable upon the declaration of acceleration of
the maturity in accordance with the terms of the applicable indenture. The
prospectus supplement relating to any original issue discount securities will
describe the particular provisions relating to acceleration of the maturity upon
the occurrence of an event of default. In addition, we will describe certain
special U.S. federal income tax or other considerations applicable to any debt
securities that are denominated in a currency or unit other than U.S. dollars in
the applicable prospectus supplement.
CONVERSION AND EXCHANGE RIGHTS
The prospectus supplement will describe, if applicable, the terms on which
you may convert debt securities into or exchange them for common stock or other
securities or property. The conversion or exchange may be mandatory or may be at
your option. We will describe how the number of shares of common stock or other
securities or property to be received upon conversion or exchange would be
calculated.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all payments
due under senior indebtedness, including any outstanding senior debt securities,
have been made. If we distribute our assets to creditors upon any dissolution or
winding-up or liquidation or reorganization or in bankruptcy, insolvency,
receivership or similar proceedings, we must first pay all amounts due or to
become due on all senior indebtedness before we pay the principal of, or any
premium or interest on, the subordinated debt securities. In the event the
subordinated debt securities are accelerated because of an event of default, we
may not make any payment on the subordinated debt securities until we have paid
all senior indebtedness or the acceleration is rescinded. If the payment of
subordinated debt securities accelerates because of an event of default, we must
promptly notify holders of senior indebtedness of the acceleration.
We may not make any payment on the subordinated debt securities if a
default in the payment of the principal of, premium, if any, interest, rent or
other obligations, including a default under any repurchase or redemption
obligation, in respect of designated senior indebtedness occurs and continues
beyond any applicable grace period. We may not make any payment on the
subordinated debt securities if any other default occurs and continues with
respect to designated senior indebtedness that permits holders of the designated
senior indebtedness to accelerate its maturity and the trustee receives a notice
of such default from us, a holder of such designated senior indebtedness or
other person permitted to give
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such notice. We may not resume payments on the subordinated debt securities
until the defaults are cured or certain periods pass.
If we experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of the subordinated
debt securities may receive less, ratably, than our other creditors.
The term "designated senior indebtedness" means our obligations under any
particular senior indebtedness in which the debt instrument expressly provides
that the senior indebtedness will be designated senior indebtedness with respect
to the subordinated debt securities.
The indenture for subordinated debt securities may not limit our ability to
incur additional senior indebtedness.
FORM, EXCHANGE AND TRANSFER
We will issue debt securities only in fully registered form, without
coupons, and, unless otherwise specified in the prospectus supplement, only in
denominations of $1,000 and integral multiples thereof.
The holder of a debt security may elect, subject to the terms of the
indentures and the limitations applicable to global securities, to exchange them
for other debt securities of the same series of any authorized denomination and
of a like tenor and aggregate principal amount.
Holders of debt securities may present them for exchange as provided above
or for registration of transfer, duly endorsed or with the form of transfer
endorsed thereon duly executed, at the office of the transfer agent we designate
for that purpose. We will not impose a service charge for any registration of
transfer or exchange of debt securities, but we may require a payment sufficient
to cover any tax or other governmental charge payable in connection with the
transfer or exchange. We will name the transfer agent in the prospectus
supplement. We may designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, but we must maintain a transfer agent in each
place in which we will pay on debt securities.
If we redeem the debt securities, we will not be required to issue,
register the transfer of or exchange any debt security during a specified period
prior to mailing a notice of redemption. We are not required to register the
transfer of or exchange any debt security selected for redemption, except the
unredeemed portion of the debt security being redeemed.
GLOBAL SECURITIES
The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
the debt securities. Each global security will be registered in the name of a
depositary identified in the prospectus supplement. We will deposit the global
security with the depositary or a custodian, and the global security will bear a
legend regarding the restrictions on exchanges and registration of transfer.
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No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary or any nominee
of the depositary unless (1) the depositary has notified us that it is unwilling
or unable to continue as depositary or (2) an event of default occurs and
continues with respect to the debt securities. The depositary will determine how
all securities issued in exchange for a global security will be registered.
As long as the depositary or its nominee is the registered holder of a
global security, the depositary or the nominee will be considered the sole owner
and holder of the global security and the underlying debt securities. Except as
stated above, owners of beneficial interests in a global security will not be
entitled to have the global security or any debt security registered in their
names, will not receive physical delivery of certificated debt securities and
will not be considered to be the owners or holders of the global security or
underlying debt securities. We will make all payments of principal, premium and
interest on a global security to the depositary or its nominee. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. These laws may prevent you from
transferring your beneficial interests in a global security.
Only institutions that have accounts with the depositary or its nominee and
persons that hold beneficial interests through the depositary or its nominee may
own beneficial interests in a global security. The depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts of
its participants. Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests will be effected
only through, records maintained by the depositary or any such participant.
The policies and procedures of the depositary may govern payments,
transfers, exchanges and others matters relating to beneficial interests in a
global security. We and the trustee assume no responsibility or liability for
any aspect of the depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a global security.
PAYMENT AND PAYING AGENTS
Unless otherwise stated in the prospectus supplement, we will pay principal
and any premium or interest on a debt security to the person in whose name the
debt security is registered at the close of business on the regular record date
for such interest.
Unless otherwise stated in the prospectus supplement, we will pay
principal, and any premium or interest on the debt securities at the office of
our designated paying agent, except we may pay interest by check mailed to the
address of the person entitled to the payment. Unless we state otherwise in the
prospectus supplement, the corporate trust office of the trustee will be the
paying agent for the debt securities.
Any other paying agents we designate for the debt securities of a
particular series will be named in the prospectus supplement. We may designate
additional paying agents, rescind the designation of any paying agent or approve
a change in the office through which any paying agent acts, but we must maintain
a paying agent in each place of payment for the debt securities.
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The paying agent will return to us all money we pay to it for the payment
of the principal, premium or interest on any debt security that remains
unclaimed for a specified period. The holder thereafter may look only to us for
payment.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the terms of the indentures, we may not consolidate with or merge
into any other person, in a transaction in which we are not the surviving
corporation, or convey, transfer or lease our properties and assets
substantially as an entirety to, any person, unless:
- the successor is a corporation, limited liability company, partnership,
trust or other entity organized and existing under the laws of the United
States, or any state, and assumes our obligations under the debt
securities and the indentures;
- immediately after the transaction, no event of default occurs and
continues; and
- we meet certain other conditions.
EVENTS OF DEFAULT
Each of the following will constitute an event of default under each
indenture:
- failure to pay principal of or any premium on any debt security when due;
- failure to pay any interest on any debt security when due, continued for
a specified number of days;
- failure to deposit any sinking fund payment, when due;
- failure to perform any other covenant in the indenture that continues for
a specified number of days after written notice has been given by the
trustee, or the holders of a specified percentage in aggregate principal
amount of the debt securities of that series;
- certain events in bankruptcy, insolvency or reorganization of Amazon.com;
and
- any other event of default specified in the prospectus supplement.
If an event of default, other than an event of default as a result of
certain events of bankruptcy, insolvency or reorganization, occurs and
continues, either the trustee or the holders of a specified percentage in
aggregate principal amount of the outstanding securities of that series may
declare the principal amount of the debt securities of that series to be
immediately due and payable. If an event of default occurs as a result of
certain events of bankruptcy, insolvency or reorganization, the principal amount
of all the debt securities of that series automatically will become immediately
due and payable. The holders of a majority in aggregate principal amount of the
outstanding securities of that series may, under certain circumstances, rescind
and annul the acceleration if all events of default, other than the nonpayment
of accelerated principal, have been cured or waived.
Except for certain duties in case of an event of default, the trustee will
not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting
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any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to the debt securities of that
series.
No holder of a debt security of any series may institute any proceeding
with respect to the indentures, or for the appointment of a receiver or a
trustee, or for any other remedy, unless (1) the holder has previously given the
trustee written notice of a continuing event of default, (2) the holders of a
specified percentage in aggregate principal amount of the outstanding securities
of that series have made a written request, and the holders have offered
reasonable indemnity to the trustee to institute the proceeding, and (3) the
trustee has failed to institute the proceeding, and has not received a direction
inconsistent with the request within a specified number of days.
Each indenture will include a covenant requiring our officers to furnish to
the trustee annually a statement as to whether, to their knowledge, we are in
default under the indenture and, if so, specifying all such known defaults.
MODIFICATION AND WAIVER
We and the trustee may amend the indentures with the consent of the holders
of a majority in aggregate principal amount of the outstanding securities of
each series affected by the amendment. However, to the extent discussed in the
prospectus supplement, without the consent of each holder, we may not make any
amendment that would:
- change the stated maturity of the principal of, or any installment of
principal or interest on, any debt security;
- reduce the principal, premium or interest on any debt security;
- reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity;
- change the place or currency of payment of principal, premium or interest
on any debt security;
- impair the right to enforce any payment on any debt security;
- in the case of subordinated debt securities, modify the subordination
provisions in a manner materially adverse to their holders;
- in the case of debt securities that are convertible or exchangeable into
other securities of Amazon.com, adversely affect the right of holders to
convert or exchange any of the debt securities;
- reduce the percentage in principal amount of outstanding securities of
any series for which the holders' consent is required;
- reduce the percentage in principal amount of outstanding securities of
any series necessary for waiver of compliance with certain provisions of
the indentures or for waiver of certain defaults; or
- modify provisions with respect to modification and waiver.
The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive, on behalf of the holders of all debt
securities of that series, our compliance with certain restrictive provisions of
the indentures. The holders of a
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majority in principal amount of the outstanding debt securities of any series
may waive any past default under the indenture with respect to debt securities
of that series, except a default (1) in the payment of principal, premium or
interest on any debt security of that series or (2) in respect of a covenant or
provision of the indenture that cannot be amended without each holder's consent.
Except in certain limited circumstances, we may set any day as a record
date for the purpose of determining the holders of outstanding securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures. In certain limited circumstances, the trustee may
set a record date for action by holders. To be effective, the action must be
taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date.
DEFEASANCE AND COVENANT DEFEASANCE
To the extent stated in the prospectus supplement, we may elect to apply
the provisions relating to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants in the indentures, to the debt
securities of any series.
NOTICES
We will mail notices to holders of debt securities at the addresses that
appear in the security register.
TITLE
We may treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
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DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON OR
PREFERRED STOCK
The following summarizes the terms of common stock warrants and preferred
stock warrants we may issue. This description is subject to the detailed
provisions of a stock warrant agreement that we will enter between us and a
stock warrant agent we select at the time of issue.
GENERAL
We may issue stock warrants evidenced by stock warrant certificates under
the stock warrant agreement independently or together with any securities we
offer by any prospectus supplement. If we offer stock warrants, the prospectus
supplement will describe the terms of the stock warrants, including:
- the offering price, if any;
- if applicable, the designation and terms of the preferred stock
purchasable upon exercise of the preferred stock warrants;
- the number of shares of common or preferred stock purchasable upon
exercise of one stock warrant and the initial price at which the shares
may be purchased upon exercise;
- the dates on which the right to exercise the stock warrants begins and
expires;
- U.S. federal income tax consequences;
- call provisions, if any;
- the currencies in which the offering price and exercise price are
payable; and
- if applicable, the antidilution provisions of the stock warrants.
The shares of common stock or preferred stock we issue upon exercise of the
stock warrants will, when issued in accordance with the stock warrant agreement,
be validly issued, fully paid and nonassessable.
EXERCISE OF STOCK WARRANTS
You may exercise stock warrants by surrendering to the stock warrant agent
the stock warrant certificate, which indicates your election to exercise all or
a portion of the stock warrants evidenced by the certificate. Surrendered stock
warrant certificates must be accompanied by payment of the exercise price in the
form of cash or a check. The stock warrant agent will deliver certificates
evidencing duly exercised stock warrants to the transfer agent. Upon receipt of
the certificates, the transfer agent will deliver a certificate representing the
number of shares of common stock or preferred stock purchased. If you exercise
fewer than all the stock warrants evidenced by any certificate, the stock
warrant agent will deliver a new stock warrant certificate representing the
unexercised stock warrants.
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NO RIGHTS AS STOCKHOLDERS
Holders of stock warrants are not entitled to vote, to consent, to receive
dividends or to receive notice as stockholders with respect to any meeting of
stockholders, or to exercise any rights whatsoever as stockholders of
Amazon.com.
DESCRIPTION OF THE STOCK PURCHASE UNITS
AND STOCK PURCHASE CONTRACTS
The following summarizes the general terms of stock purchase units and
stock purchase contracts we may issue. The particular terms of any stock
purchase units or stock purchase contracts we offer will be described in the
prospectus supplement. This description is subject to the stock purchase
contracts, and any collateral arrangements and depositary arrangements, relating
to the stock purchase contracts or stock purchase units.
We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock or preferred stock at a future date or dates. We may
fix the consideration per share of common stock or preferred stock at the time
we issue the stock purchase contracts, or the consideration may be determined by
referring to a specific formula stated in the stock purchase contracts. We may
issue the stock purchase contracts separately or as a part of stock purchase
units consisting of a stock purchase contract and debt securities, preferred
securities or debt obligations of third parties, including U.S. Treasury
securities, which secure the holders' obligations to purchase the common stock
or preferred stock under the stock purchase contracts. The stock purchase
contracts may require us to make periodic payments to the holders of the stock
purchase units or vice versa. These payments may be unsecured or prefunded on
some basis. The stock purchase contracts may require holders to secure their
obligations in a specified manner.
DESCRIPTION OF THE THIRD-PARTY WARRANTS
The following summarizes the terms of third-party warrants we may issue.
This description is subject to the detailed provisions of a third-party warrant
agreement that we will enter with a third-party warrant agent we will select at
the time of issue.
GENERAL
We may issue third-party warrants evidenced by third-party warrant
certificates independently or together with any securities offered by any
prospectus supplement. If we offer third-party warrants, the prospectus
supplement will describe the terms of the warrants, including:
- the offering price, if any;
- the designation, aggregate principal amount and terms of the third-party
securities purchasable upon exercise of the warrants;
- if applicable, the designation and terms of the third-party securities
with which the third-party warrants are issued and the number of
third-party warrants issued with each such third-party security;
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- if applicable, the date on and after which the third-party warrants and
the related third-party securities will be separately transferable;
- the number or principal amount of third-party securities purchasable upon
exercise of one third-party warrant and the price at which the principal
amount of third-party securities may be purchased upon exercise;
- the dates on which the right to exercise the third-party warrants begins
and expires;
- U.S. federal income tax consequences;
- whether the warrants represented by the third-party warrant certificates
will be issued in registered or bearer form;
- the currencies in which the offering price and exercise price are
payable; and
- if applicable, any antidilution provisions.
The prospectus supplement will identify the third-party securities, the
third-party issuer and all documents filed by the third-party issuer pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the
third-party issuer's last completed fiscal year for which a Form 10-K annual
report has been filed. It will identify the document or documents filed under
the Exchange Act that contain a description of the third-party securities being
sold. If no such document or documents exist, the prospectus supplement will
include a description of the third-party securities being sold. We will offer
third-party warrants only with respect to third-party securities of third-party
issuers that are eligible to use Form S-3, or any successor form, for primary
offerings under the rules and regulations of the SEC. To the extent the
Securities Act requires registration of the third-party securities by the
third-party issuer, we will cause the third-party issuer to file a third-party
registration statement under the Securities Act. If the exercise of third-party
warrants requires the third-party to have an effective third-party registration
statement at the time of exercise, the exercise will be subject to the
effectiveness of such registration statement.
You may exchange third-party warrant certificates for new third-party
warrant certificates of different denominations and may, if in registered form,
present third-party warrant certificates for registration of transfer at the
corporate trust office of the third-party warrant agent, which will be listed in
the prospectus supplement. Warrantholders do not have any of the rights of
holders of third-party securities, except as may be otherwise set forth in the
prospectus supplement.
EXERCISE OF THIRD-PARTY WARRANTS
You may exercise third-party warrants by surrendering the third-party
warrant certificate at the corporate trust office of the third-party warrant
agent, with payment in full of the exercise price. Upon the exercise of
third-party warrants, the third-party warrant agent will, as soon as
practicable, deliver the third-party securities in authorized denominations in
accordance with your instructions and at your sole cost and risk. If less than
all the third-party warrants evidenced by the third-party warrant certificate
are exercised, the agent will issue a new third-party warrant certificate for
the remaining amount of third-party warrants.
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DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES
The following summarizes the terms of the debt warrants we may offer. The
debt warrants will be subject to the detailed provisions of a debt warrant
agreement that we will enter into with a debt warrant agent we select at the
time of issue.
GENERAL
We may issue debt warrants evidenced by debt warrant certificates
independently or together with any securities offered by any prospectus
supplement. If we offer debt warrants, the prospectus supplement will describe
the terms of the warrants, including:
- the offering price, if any;
- the designation, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the warrants;
- if applicable, the designation and terms of the debt securities with
which the debt warrants are issued and the number of debt warrants issued
with each debt security;
- if applicable, the date on and after which the debt warrants and the
related securities will be separately transferable;
- the principal amount of debt securities purchasable upon exercise of one
debt warrant and the price at which the principal amount of debt
securities may be purchased upon exercise;
- the dates on which the right to exercise the debt warrants begins and
expires;
- U.S. federal income tax consequences;
- whether the warrants represented by the debt warrant certificates will be
issued in registered or bearer form;
- the currencies in which the offering price and exercise price are
payable; and
- if applicable, any antidilution provisions.
You may exchange debt warrant certificates for new debt warrant
certificates of different denominations and may present debt warrant
certificates for registration of transfer at the corporate trust office of the
debt warrant agent, which will be listed in the prospectus supplement.
Warrantholders do not have any of the rights of holders of debt securities,
except to the extent that the consent of warrantholders may be required for
certain modifications of the terms of an indenture or form of the debt security,
as the case may be, and the series of debt securities issuable upon exercise of
the debt warrants. In addition, warrantholders are not entitled to payments of
principal of and interest, if any, on the debt securities.
EXERCISE OF DEBT WARRANTS
You may exercise debt warrants by surrendering the debt warrant certificate
at the corporate trust office of the debt warrant agent with payment in full of
the exercise price. Upon the exercise of debt warrants, the debt warrant agent
will, as soon as practicable, deliver the debt securities in authorized
denominations in accordance with your instructions and at your sole cost and
risk. If less than all the debt warrants evidenced by the debt
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warrant certificate are exercised, the agent will issue a new debt warrant
certificate for the remaining amount of debt warrants.
DESCRIPTION OF THE FOREIGN CURRENCY EXCHANGE WARRANTS
GENERAL
The following summarizes the general terms and provisions of the currency
warrants to which any prospectus supplement may relate. The particular terms of
any currency warrants we offer will be described in the prospectus supplement.
We will issue each of the currency warrants under a separate currency
warrant agreement between us and a bank or trust company, as currency warrant
agent. A single bank or trust company may act as currency warrant agent for more
than one issue of currency warrants. The currency warrant agent will act solely
as our agent under the applicable currency warrant agreement and will not assume
any obligation or relationship of agency or trust for or with any currency
warrantholders. The following summary of certain provisions of the currency
warrants and the form of currency warrant agreement are not complete. We
strongly urge you to read all the provisions of the currency warrants and the
currency warrant agreement.
We will have the right to "reopen" any outstanding issue of currency
warrants by issuing additional currency warrants of such issue. We have not
determined the specific circumstances under which we may decide to reopen an
outstanding issue of currency warrants. Although we would do so only in a manner
we believe would not adversely affect the trading price of the outstanding
currency warrants of an issue, we cannot guarantee that the reopening of any
outstanding issue of currency warrants will not have a material adverse effect
on the trading price of outstanding currency warrants of such issue.
Each currency warrant will entitle the currency warrantholder to receive
from us the cash settlement value of the warrant, which will be a cash amount in
U.S. dollars. In the case of a currency put warrant we will determine the amount
by referring to the amount, if any, by which a predetermined exchange rate of a
reference currency as compared to the U.S. dollar or a predetermined level or
range of levels of a currency index, as applicable (the "Strike Rate"), exceeds
the then-current spot exchange rate of the reference currency as compared to the
U.S. dollar or the then-current level or range of levels of such currency index
(the "Spot Rate") on a date following the exercise date. In the case of a
currency call warrant, we will determine the amount by referring to the amount,
if any, by which the Spot Rate on the date of exercise exceeds the Strike Rate.
The prospectus supplement for an issue of currency warrants will state the
formula pursuant to which we will determine the cash settlement value. The
Strike Rate may either be a fixed amount or an amount that varies during the
term of such currency warrants in accordance with a schedule or formula. Certain
currency warrants may entitle the currency warrantholder to receive from us,
upon automatic exercise at expiration and under any other circumstances
specified in the prospectus supplement, an amount equal to the greater of the
cash settlement value and a minimum expiration value. In addition, if stated in
the prospectus supplement, following an extraordinary event or exercise
limitation event, we may calculate the cash settlement value of a currency
warrant on a different basis.
We will settle a currency warrant only in U.S. dollars. Accordingly, a
currency warrant will not entitle a currency warrantholder to sell, deliver,
purchase or take delivery
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of any non-U.S. currency. We will have no obligation to, nor will we, purchase
or take delivery of or sell or deliver any non-U.S. currency from or to currency
warrantholders pursuant to the currency warrants.
Unless otherwise specified in the prospectus supplement, the currency
warrants will be automatically exercised upon expiration. The prospectus
supplement also may provide that the currency warrants will be automatically
exercised upon the occurrence of other events. If they are automatically
exercised, currency warrantholders will receive the cash settlement value, or if
the currency warrants have a minimum expiration value they will receive the
greater of the cash settlement value and the applicable minimum expiration
value. The minimum expiration value may be either a fixed amount or an amount
that varies during the term of the currency warrants in accordance with a
schedule or formula.
We may cancel the currency warrants upon the occurrence of one or more
extraordinary events described in the prospectus supplement. We may suspend any
exercise of the currency warrants and postpone the valuation of or payment for
such warrants upon the occurrence of an extraordinary event or certain other
events described in the prospectus supplement. Upon cancellation, suspension or
postponement, the affected warrantholders may be entitled to receive only the
applicable cancellation amount or alternative settlement amount specified in the
prospectus supplement. The cancellation amount or alternative settlement amount
may be either a fixed amount or an amount that varies during the term of the
currency warrants in accordance with a specified schedule or formula.
The prospectus supplement will state the terms of any currency warrants we
offer, including, as applicable:
- the aggregate amount of such currency warrants;
- the offering price of such currency warrants;
- either (1) the reference currency, which may be a non-U.S. currency or
units of two or more non-U.S. currencies, or (2) the currency index,
which may be compiled and published by a third party or based on index
currencies we select;
- whether the currency warrants are currency put warrants or currency call
warrants;
- the dates on which the right to exercise the currency warrants begins and
expires;
- the manner in which currency warrants may be exercised;
- the minimum number, if any, of currency warrants exercisable at any one
time;
- the maximum number of currency warrants that may be exercised on any day;
- any provisions permitting a currency warrantholder to condition an
exercise notice on the absence of certain specified changes in the Spot
Rate after the exercise date, any provisions permitting us to suspend
exercise of or to redeem such currency warrants based on market
conditions or other circumstances and any other special provisions
relating to the exercise of such currency warrants;
- any provisions for the automatic exercise of such currency warrants;
- any provisions permitting us to suspend the exercise of, or postpone the
valuation of or payment for, the currency warrants;
22
<PAGE> 26
- the method of determining the amount payable in connection with the
exercise or cancellation of the currency warrants;
- the time or times at which we will make payments on currency warrants;
- the national securities exchange or quotation system on which the
currency warrants will be listed, if at all;
- whether we may issue currency warrants in certificated form;
- if currency warrants are not issued in book-entry form, the place or
places at which we will pay the cash settlement value, cancellation
amount, if any, alternative settlement amount, if any, or minimum
expiration value, if any, of the currency warrants;
- U.S. federal income tax consequences;
- procedures for book entry and settlement; and
- procedures for modification.
ADDITIONAL ISSUANCES OF OTHER CURRENCY WARRANTS
We may issue additional currency warrants that are the same as or different
from any outstanding currency warrants without the consent of the currency
warrantholders.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
Unless the prospectus supplement states otherwise, if we merge or
consolidate or sell substantially all our assets, the successor corporation will
assume all our obligations under the currency warrant agreement and currency
warrants. We will have no further obligation under the currency warrant
agreement and currency warrants.
ENFORCEABILITY OF RIGHTS BY CURRENCY WARRANTHOLDERS
Any currency warrantholder may, without the consent of the currency warrant
agent, enforce on its own behalf its rights under its currency warrants.
DESCRIPTION OF THE STOCK INDEX WARRANTS
GENERAL
The following summarizes the general terms and provisions of the stock
index warrants to which any prospectus supplement may relate. The particular
terms of any stock index warrants we offer will be described in the prospectus
supplement.
We will issue each of the stock index warrants under a separate warrant
agreement between us and a bank or trust company, as stock index warrant agent.
A single bank or trust company may act as stock index warrant agent for more
than one issue of stock index warrants. The stock index warrant agent will act
solely as our agent under the applicable stock index warrant agreement and will
not assume any obligation or relationship of agency or trust for or with any
stock index warrantholders. The following summary of certain
23
<PAGE> 27
provisions of the stock index warrants and the form of stock index warrant
agreement are not complete. We strongly urge you to read all of the provisions
of the stock index warrants and the stock index warrant agreement.
We will have the right to "reopen" any outstanding issue of stock index
warrants by issuing additional stock index warrants of such issue. We have not
determined the specific circumstances under which we may decide to reopen an
outstanding issue of stock index warrants. Although we would do so only in a
manner we believe would not adversely affect the trading price of the
outstanding stock index warrants of such issue, we cannot guarantee that the
reopening of any outstanding issue of stock index warrants will not have a
material adverse effect on the trading price of outstanding stock index warrants
of such an issue.
Each stock index warrant will entitle the stock index warrantholder to
receive from us the cash settlement value of the warrant, which will be an
amount in cash. In the case of a stock index put warrant, we will determine the
amount by referring to the amount, if any, by which a predetermined level or
range of levels of the stock index (the "Strike Index") exceeds the level of the
stock index (the "Spot Index") on a date following the exercise date (the
"Valuation Date"). In the case of a stock index call warrant, we will determine
the amount by referring to the amount, if any, by which the Spot Index on the
Valuation Date exceeds the Strike Index. In the case of any other type of stock
index warrant, we will determine the amount in the manner described in the
prospectus supplement. The prospectus supplement for an issue of stock index
warrants will state the formula pursuant to which we will determine the cash
settlement value of the stock index warrants. The Strike Index may either be a
fixed level of the stock index or a level that varies during the term of the
stock index warrants in accordance with a schedule or formula. Certain stock
index warrants may entitle the stock index warrantholder to receive from us,
upon automatic exercise at expiration and under any other circumstances
specified in the prospectus supplement, an amount equal to the greater of the
cash settlement value and a minimum expiration value. In addition, if so stated
in the prospectus supplement, following an extraordinary event or exercise
limitation event, we may calculate the cash settlement value of a stock index
warrant on a different basis. Unless the prospectus supplement specifies
otherwise, the stock index will be an established, broadly based index related
to a major domestic or foreign equity trading market, and the cash settlement
value, if any, and, if applicable, the minimum expiration value, of the stock
index warrants will be payable in U.S. dollars.
Unless otherwise specified in the prospectus supplement, a stock index
warrant will be settled only in cash and, accordingly, will not require or
entitle a stock index warrantholder to sell, deliver, purchase or take delivery
of any securities, including the underlying stocks, and we will have no
obligation to, nor will we, purchase or take delivery of or sell or deliver any
securities, including the underlying stocks, from or to stock index
warrantholders pursuant to the stock index warrants.
Unless otherwise specified in the prospectus supplement, the stock index
warrants will be automatically exercised upon expiration. The prospectus
supplement may provide that the stock index warrants will be automatically
exercised upon the occurrence of other events. If the stock index warrants are
exercised automatically, stock index warrantholders will receive the cash
settlement value of the stock index warrants, or if the stock index warrants
have a minimum expiration value, the warrantholders will receive the greater of
the cash settlement value and the applicable minimum expiration value. The
minimum
24
<PAGE> 28
expiration value may be either a fixed amount or an amount that varies during
the term of the stock index warrants in accordance with a schedule or formula.
We may cancel the stock index warrants upon the occurrence of an
extraordinary event described in the prospectus supplement. We may suspend any
exercise of the stock index warrants and postpone the valuation of or payment
for such warrants upon the occurrence of an exercise limitation event described
in the prospectus supplement. Upon cancellation, suspension or postponement, the
affected stock index warrantholders may be entitled to receive only the
applicable cancellation amount or alternative settlement amount specified in the
prospectus supplement. The cancellation amount or alternative settlement amount
may be either a fixed amount or an amount that varies during the term of the
stock index warrants in accordance with a specified schedule or formula.
The prospectus supplement will state the terms of any stock index warrants
we offer, including, as applicable:
- the aggregate amount of such stock index warrants;
- the offering price of such stock index warrants;
- the stock index for such stock index warrants, which may be based on U.S.
or foreign stocks or a combination thereof and may be a preexisting U.S.
or foreign stock index compiled and published by a third party or an
index based on a group of underlying stocks we select, and certain
information regarding the stock index and the underlying stocks;
- whether the stock index warrants are stock index put warrants, stock
index call warrants or another type of stock index warrants;
- the dates on which the right to exercise the stock index warrants begins
and expires;
- the manner in which the stock index warrants may be exercised;
- the minimum number, if any, of stock index warrants exercisable at any
one time;
- the maximum number of stock index warrants that may be exercised on any
day;
- any provisions permitting a stock index warrantholder to condition an
exercise notice on the absence of certain specified changes in the Spot
Index after the exercise date, any provisions permitting us to suspend
exercise of or to redeem stock index warrants based on market conditions
or other circumstances and any other special provisions relating to the
exercise of such stock index warrants;
- any provisions for the automatic exercise of such stock index warrants;
- any provisions permitting us to suspend the exercise of, or postpone the
valuation of or payment for, stock index warrants;
- the method of determining the amount payable in connection with the
exercise or cancellation of stock index warrants;
- the method of providing for a substitute index or otherwise determining
the amount payable in connection with the exercise of stock index
warrants if the stock index changes or ceases to be made available by its
publisher;
- the time or times at which we will make payments on stock index warrants;
25
<PAGE> 29
- the national securities exchange or quotation system on which the stock
index warrants will be listed, if at all;
- whether we may issue stock index warrants in certificated form;
- if stock index warrants are not issued in book-entry form, the place or
places at which we will pay the cash settlement value, cancellation
amount, if any, alternative settlement amount, if any, and minimum
expiration value, if any, of the stock index warrants;
- U.S. federal tax consequences;
- procedures for book entry and settlement; and
- procedures for modification.
ADDITIONAL ISSUANCES OF OTHER STOCK INDEX WARRANTS; MERGER, CONSOLIDATION, SALE
OR OTHER DISPOSITIONS; ENFORCEABILITY OF RIGHTS BY STOCK INDEX WARRANTHOLDERS
Unless otherwise indicated in the prospectus supplement, the information
provided under "Description of the Foreign Currency Exchange
Warrants -- Additional Issuances of Other Currency Warrants; -- Merger,
Consolidation, Sale or Other Dispositions" and "-- Enforceability of Rights by
Currency Warrantholders" will apply to the stock index warrants and the holders
thereof.
DESCRIPTION OF THE OTHER WARRANTS
GENERAL
The following summarizes the general terms and provisions of the other
warrants to which any prospectus supplement may relate. The particular terms of
any other warrants we offer will be described in the prospectus supplement.
We will issue each of the other warrants under a separate warrant agreement
between us and a bank or trust company, as warrant agent. A single bank or trust
company may act as warrant agent for more than one issue of other warrants. The
warrant agent will act solely as our agent under the applicable warrant
agreement and will not assume any obligation or relationship of agency or trust
for or with any holders of such other warrants. The following summaries of
certain provisions of the other warrants and the form of other warrant agreement
are not complete. We strongly urge you to read all the provisions of the other
warrants and the other warrant agreement.
We may have the right to "reopen" any outstanding issue of other warrants
by issuing additional other warrants of such issue. Although we would do so only
in a manner that we believe would not have a material adverse effect on the
trading price of the outstanding other warrants of such issue, we cannot
guarantee that the reopening of any outstanding issue of other warrants will not
have a material adverse effect on the trading price of outstanding other
warrants of such issue.
Each other warrant will entitle the warrantholder to receive from us the
cash settlement value of the warrant, which will be in U.S. dollars. In the case
of a put warrant, we will determine the amount by referring to the amount, if
any, by which a
26
<PAGE> 30
predetermined value of a commodity or a predetermined level or range of levels
of a commodity index, as applicable (the "Commodity Strike Rate"), exceeds the
then-current value of a commodity or the level of the commodity index, as
applicable (the "Commodity Spot Rate") on a date following the exercise date. In
the case of a call warrant, we will determine the amount by referring to the
amount, if any, by which the Commodity Spot Rate on the valuation date exceeds
the Commodity Strike Rate. The prospectus supplement for an issue of other
warrants will set forth the formula pursuant to which the cash settlement value
of such other warrants will be determined. The Commodity Strike Rate may either
be a fixed amount or an amount that varies during the term of the other warrants
in accordance with a schedule or formula.
We will settle the other warrants only in U.S. dollars and, accordingly,
they will not entitle a warrantholder to sell, deliver, purchase or take
delivery of any commodity or non-U.S. currency to or from us. We will have no
obligation to, nor will we, purchase or take delivery of or sell or deliver any
commodity or non-U.S. currency from or to the warrantholders pursuant to the
other warrants.
The prospectus supplement will state the terms of any other warrants we
offer, including, as applicable:
- the aggregate amount of such other warrants;
- the offering price of such other warrants;
- either (1) the commodity or (2) the commodity index, which may be
compiled and published by a third party or based on commodity indexes we
select;
- whether such other warrants are put warrants or call warrants;
- the dates on which the right to exercise such other warrants begins and
expires;
- the manner in which such other warrants may be exercised;
- the minimum number, if any, of other warrants exercisable at any one
time;
- the maximum number of other warrants that may be exercised on any day;
- any provisions permitting a warrantholder to condition an exercise notice
on the absence of certain specified changes in the Commodity Spot Rate
after the exercise date, any provisions permitting us to suspend exercise
of, or to redeem, such other warrants based on market conditions or other
circumstances and any other special provisions relating to the exercise
of such other warrants;
- any provisions for the automatic exercise of such other warrants;
- any provisions permitting us to suspend the exercise of, or postpone the
valuation of or payment for, such other warrants;
- the method of determining the amount payable in connection with the
exercise or cancellation of such other warrants;
- the time or times at which we will make payments on such other warrants;
- the national securities exchange or quotation system on which such other
warrants will be listed, if at all;
27
<PAGE> 31
- whether we may issue other warrants in certificated form;
- if other warrants are not issued in book-entry form, the place or places
at which we will pay the cash settlement value, cancellation amount, if
any, alternative settlement amount, if any, and minimum expiration value,
if any, of the other warrants;
- U.S. federal income tax consequences;
- procedures for book entry and settlement; and
- procedures for modification.
ADDITIONAL ISSUANCES OF OTHER WARRANTS; MERGER, CONSOLIDATION, SALE OR OTHER
DISPOSITIONS; ENFORCEABILITY OF RIGHTS BY OTHER WARRANTHOLDERS
Unless otherwise indicated in the prospectus supplement, the information
provided under "Description of the Foreign Currency Exchange
Warrants -- Additional Issuances of Other Currency Warrants; -- Merger,
Consolidation, Sale or Other Dispositions" and "-- Enforceability of Rights by
Currency Warrantholders" will apply to the other warrants.
PLAN OF DISTRIBUTION
We may sell the securities (1) through underwriters or dealers, (2) through
agents, or (3) directly to one or more purchasers. The applicable prospectus
supplement will describe the terms of the offering of the securities, including:
- the name or names of any underwriters, if any;
- the purchase price of the securities and the proceeds we will receive
from the sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers; and
- any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement are underwriters of
the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for
their own account and may resell them from time to time in one or more
transactions at a fixed public offering price or at varying prices determined at
the time of sale. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Subject to certain conditions, the underwriters will be obligated to
purchase all the securities of the series offered by the prospectus supplement.
Any public offering price and any discounts or concessions allowed or reallowed
or paid to dealers may change from time to time.
We may sell securities directly or through agents we designate from time to
time. We will name any agent involved in the offering and sale of securities and
we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus
28
<PAGE> 32
supplement states otherwise, our agent will act on a best-efforts basis for the
period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types
of institutional investors to purchase securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification against certain
civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make
with respect to such liabilities. Agents and underwriters may engage in
transactions with, or perform services for, us in the ordinary course of
business.
All securities we offer other than common stock will be new issues of
securities with no established trading market. Any underwriters may make a
market in these securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. We cannot guarantee
the liquidity of the trading markets for any securities.
ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended, imposes
certain restrictions on employee benefit plans that are subject to ERISA, and on
those persons who are fiduciaries with respect to such plans. In accordance with
ERISA's general fiduciary requirements, a fiduciary with respect to any plan who
is considering the purchase of any of these securities on behalf of a plan
should determine whether such purchase is permitted under the governing plan
documents, is prudent and is appropriate for the plan in view of its overall
investment policy and the composition and diversification of its portfolio.
Other provisions of ERISA and section 4975 of the Internal Revenue Code of 1986,
as amended, prohibit certain transactions involving the assets of a plan and
persons who are "parties in interest" within the meaning of ERISA or
"disqualified persons" within the meaning of section 4975 of the Code. Thus, a
plan fiduciary considering the purchase of such securities should consider
whether such a purchase might constitute or result in a prohibited transaction
under ERISA or section 4975 of the Code. A prohibited transaction, in addition
to imposing potential personal liability on the fiduciaries of the plan, may
also result in the imposition of a civil penalty under ERISA or an excise tax
under the Code upon parties in interest or disqualified persons with respect to
the plan. In addition, if the plan involved in a prohibited transaction is an
individual retirement account or annuity, the IRA or annuity would lose its
tax-exempt status.
An underwriter involved in the sale of securities, and its affiliates, may
be considered a party in interest or a disqualified person with respect to a
plan purchasing securities because, among other reasons, such underwriter or its
affiliate provides services to the plan. We might also be a party in interest or
disqualified person with respect to such a plan. For a plan subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of section 4975 of the Code, including IRAs and other plans described
in section 4975(a)(1) of the Code, the purchase of securities from an
underwriter considered a party in interest or a disqualified person may
constitute or result in a nonexempt prohibited transaction under ERISA or
section 4975 of the Code, unless
29
<PAGE> 33
the securities are acquired pursuant to and in accordance with an applicable
exemption. Some possible exemptions include:
- Prohibited transaction class exemption (PTCE) 84-14, an exemption for
certain transactions determined by an independent qualified professional
asset manager;
- PTCE 91-38, an exemption for certain transactions involving bank
collective funds;
- PTCE 90-1, an exemption for certain transactions involving insurance
company pooled separate accounts;
- PTCE 95-60, an exemption for certain transactions involving life
insurance company general accounts;
- PTCE 96-23, an exemption for certain transactions involving in-house
asset managers; and
- PTCE 75-1, Part II or Part III, exemptions for certain principal
transactions involving sales or purchases of securities between plans and
parties in interest.
Likewise, if we are a party in interest or disqualified person with respect
to a plan, the plan should assure itself that an exemption to the prohibited
transaction provisions of ERISA and section 4975 of the Code applies to its
acquisition and holding of any of these securities. Any pension or other
employee benefit plan considering the acquisition of any of these securities
should consult with its counsel prior to acquiring such securities.
LEGAL MATTERS
Perkins Coie LLP, Seattle, Washington, will provide Amazon.com with an
opinion as to the legality of the securities we are offering.
EXPERTS
The consolidated financial statements 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 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.
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 has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
30
<PAGE> 34
The consolidated financial statements of e-Niche Incorporated, incorporated
by reference to Amazon.com's Current Report on Form 8-K filed May 12, 1999, have
been audited by PricewaterhouseCoopers LLP, independent accountants, as stated
in their report, which is incorporated herein by reference and has been so
incorporated in reliance on the report of such firm as experts in auditing and
accounting.
The financial statements of Alexa Internet, incorporated by reference to
Amazon.com's Current Report on Form 8-K filed May 12, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their report,
which is incorporated herein by reference and has been so incorporated in
reliance on the report of such firm as experts in auditing and accounting.
<PAGE> 35
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 this prospectus. This
prospectus is not an offer to sell or a solicitation of an offer to buy any
securities other than those discussed in this prospectus. 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.
$2,000,000,000
[LOGO]
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
DEBT SECURITIES
WARRANTS TO PURCHASE COMMON STOCK
WARRANTS TO PURCHASE PREFERRED STOCK
STOCK PURCHASE UNITS
STOCK PURCHASE CONTRACTS
THIRD-PARTY WARRANTS
WARRANTS TO PURCHASE DEBT SECURITIES
FOREIGN CURRENCY EXCHANGE WARRANTS
STOCK INDEX WARRANTS
OTHER WARRANTS
-------------------------
PROSPECTUS
-------------------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 36
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses, other than
underwriting discounts, payable by the registrant in connection with the
offering of the securities being registered.
<TABLE>
<S> <C>
SEC registration fee................................. $556,000
NASD filing fee...................................... *
Nasdaq National Market listing fee................... *
Transfer Agent and registrar fee..................... *
Legal fees and expenses.............................. *
Accounting fees and expenses......................... *
Miscellaneous fees and expenses...................... *
--------
Total...................................... $ *
========
</TABLE>
- ---------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, a 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 of 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,
II-1
<PAGE> 37
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.
The registrant has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the registrant's
officers and directors with further indemnification, to the maximum extent
permitted by the DGCL.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 Proposed Form of Underwriting Agreement*
3.1 Restated Certificate of Incorporation**
3.2 Bylaws***
4.1 Form of Deposit Agreement*
4.2 Form of Indenture*
4.3 Form of Subordinated Indenture*
4.4 Form of Stock Warrant Provisions*
4.5 Form of Stock Purchase Contract*
4.6 Form of Third-Party Warrant Agreement*
4.7 Form of Debt Securities Warrant Provisions*
4.8 Form of Warrant Agreement, including form of warrant,
relating to the Foreign Currency Exchange Warrants*
4.9 Form of Warrant Agreement, including form of warrant,
relating to the Stock Index Warrants*
5.1 Opinion of Perkins Coie LLP*
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Deloitte & Touche LLP, independent auditors
</TABLE>
II-2
<PAGE> 38
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants
23.4 Consent of PricewaterhouseCoopers LLP, independent
accountants
23.5 Consent of Perkins Coie LLP (included in its opinion filed
as Exhibit 5.1 hereto)*
24.1 Powers of Attorney (contained on the signature pages of this
registration statement)
25.1 Statement of Eligibility and Qualification on Form T-1 of
trustee to act as trustee under indenture*
</TABLE>
- -------------------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
** Incorporated by reference to our Registration Statement on Form S-4
(Registration No. 333-55943) filed on June 3, 1998.
*** Incorporated by reference to our Form 10-Q for the quarter ended March 31,
1998.
ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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 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 and 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;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration
II-3
<PAGE> 39
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. If 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
D. To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
II-4
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on May 19, 1999.
AMAZON.COM, INC.
By: /s/ JEFFREY P. BEZOS
-----------------------------------
Jeffrey P. Bezos
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos, Joy D. Covey, Alan D. Caplan and Randy J. Tinsley and each of
them as attorneys-in-fact, with full power of substitution, to execute in the
name and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this Registration Statement,
including any and all post-effective amendments, with the Securities and
Exchange Commission or any regulatory authority.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on May 19, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JEFFREY P. BEZOS Chairman of the Board, President and
- --------------------------------------------------- Chief Executive Officer (Principal
Jeffrey P. Bezos Executive Officer)
/s/ JOY D. COVEY Chief Financial Officer and Vice
- --------------------------------------------------- President of Finance and
Joy D. Covey Administration (Principal Financial
and Accounting Officer)
/s/ TOM A. ALBERG Director
- ---------------------------------------------------
Tom A. Alberg
/s/ SCOTT D. COOK Director
- ---------------------------------------------------
Scott D. Cook
/s/ L. JOHN DOERR Director
- ---------------------------------------------------
L. John Doerr
/s/ PATRICIA Q. STONESIFER Director
- ---------------------------------------------------
Patricia Q. Stonesifer
</TABLE>
II-5
<PAGE> 41
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1 Proposed Form of Underwriting Agreement*
3.1 Restated Certificate of Incorporation**
3.2 Bylaws***
4.1 Form of Deposit Agreement*
4.2 Form of Indenture*
4.3 Form of Subordinated Indenture*
4.4 Form of Stock Warrant Provisions*
4.5 Form of Stock Purchase Contract*
4.6 Form of Third-Party Warrant Agreement*
4.7 Form of Debt Securities Warrant Provisions*
4.8 Form of Warrant Agreement, including form of warrant,
relating to the Foreign Currency Exchange Warrants*
4.9 Form of Warrant Agreement, including form of warrant,
relating to the Stock Index Warrants*
5.1 Opinion of Perkins Coie LLP*
12.1 Computation of Ratio of Earnings to Fixed Charges
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 Perkins Coie LLP (included in its opinion filed
as Exhibit 5.1 hereto)*
24.1 Powers of Attorney (contained on the signature pages of this
Registration Statement)
25.1 Statement of Eligibility and Qualification on Form T-1 of
trustee to act as trustee under indenture*
</TABLE>
- -------------------------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
** Incorporated by reference to our registration statement on Form S-4
(Registration No. 333-55943) filed on June 3, 1998.
*** Incorporated by reference to our Form 10-Q for the quarter ended March 31,
1998.
II-6
<PAGE> 1
EXHIBIT 12
AMAZON.COM, INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
PERIOD FROM
THREE MONTHS JULY 5, 1994
ENDED YEARS ENDED DECEMBER 31, (INCEPTION) TO
MARCH 31, -------------------------------------- DECEMBER 31,
1999 1998 1997 1996 1995 1994
------------ --------- -------- ------- ----- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Net loss $(61,667) $(124,546) $(31,020) $(6,246) $(303) $(52)
Plus fixed charges:
Interest expense including amortization
of debt issuance costs 16,688 26,639 326 5 - -
Assumed interest element included in
rent expense(1) 1,692 2,833 700 90 4 -
-------- --------- -------- ------- ----- ----
18,380 29,472 1,026 95 4 -
-------- --------- -------- ------- ----- ----
Adjusted earnings (loss) (43,287) (95,074) (29,994) (6,151) (299) (52)
Fixed charges (18,380) (29,472) (1,026) (95) (4) -
-------- --------- -------- ------- ----- ----
Deficiency of earnings available to
cover fixed charges $(61,667) $(124,546) $(31,020) $(6,246) $(303) $(52)
======== ========= ======== ======= ===== ====
</TABLE>
(1) Total rent expense for the period divided by three. This is the portion of
rental expense which the Company believes to be representative on interest.
<PAGE> 1
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Amazon.com, Inc.
pertaining to Common Stock, Preferred Stock, Depositary Shares, Debt Securities,
Warrants to Purchase Common Stock, Warrants to Purchase Preferred Stock, Stock
Purchase Units, Stock Purchase Contracts, Third-Party Warrants, Warrants to
Purchase Debt Securities, Foreign Currency Exchange Warrants, Stock Index
Warrants, and Other Warrants, 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.
/s/ ERNST & YOUNG LLP
Seattle, Washington
May 17, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF DELOITTE & TOUCHE LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Amazon.com, Inc. on Form S-3 of our report dated February 6, 1998, on the
financial statements of Junglee Corp. as of December 31, 1997 and 1996 and for
the year ended December 31, 1997 and for the period from June 3, 1996
(inception) to December 31, 1996, appearing in the Current Report on Form 8-K of
Amazon.com, Inc. filed August 27, 1998 and to the reference to us under the
heading "Experts" in the Prospectus, which is a part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
San Jose, California
May 17, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333- ) 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".
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
San Francisco, California
May 17, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 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.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 17, 1999
