<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 26, 1999
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-22513 91-1646860
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION)
1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 622-2335
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 2
ITEM 5. OTHER EVENTS
On April 26, 1999, Amazon.com, Inc. ("Amazon.com") announced the
acquisitions of Exchange.com, Accept.com and Alexa Internet.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated April 26, 1999 regarding Amazon.com's announcement
of the acquisitions of Exchange.com, Accept.com and Alexa Internet.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMAZON.COM, INC.
(REGISTRANT)
Dated: April 26, 1999 By: /s/ Joy D. Covey
-------------------------------
Joy D. Covey
Chief Financial Officer and Vice
President of Finance and Administration
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99.1 Press Release dated April 26, 1999 regarding Amazon.com's
announcement of the acquisitions of Exchange.com, Accept.com
and Alexa Internet.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
AMAZON.COM ACQUIRES EXCHANGE.COM, ADDING MORE THAN 12 MILLION BOOK AND MUSIC
ITEMS FOR SALE AND AUCTION
OPERATOR OF BIBLIOFIND AND MUSICFILE TO ADD HARD-TO-FIND BOOKS AND MUSIC TO
AMAZON.COM; TWO ADDITIONAL ACQUISITIONS ALSO ANNOUNCED
SEATTLE, April 26--/PRNewswire/--Amazon.com (NASDAQ:AMZN), the leading
online retailer, today announced it has agreed to acquire Exchange.com, the
premier online marketplace for hard-to-find, antiquarian, and used books at
www.bibliofind.com and hard-to-find recordings and music memorabilia at
www.musicfile.com.
The acquisition will vastly enlarge and enrich Amazon.com's core book-
and music-store offerings while providing Exchange.com's thousands of
independent dealers and retailers the opportunity to sell and auction their
hard-to-find books, recordings, and memorabilia to Amazon.com's growing base of
8 million experienced online shoppers.
"This is a win for Amazon.com customers because it further increases our
selection of rare and obscure items," said Jeff Bezos, founder and CEO of
Amazon.com, "and it's a win for the thousands of independent dealers on
Bibliofind.com and MusicFile.com who will now be able to reach our 8 million
experienced online shoppers."
Bibliofind.com's database of more than 9 million hard-to-find book
listings makes searching for and ordering books fast, easy, and convenient.
Bibliofind.com allows thousands of dealers of rare books to upload their
inventories and manage their businesses online quickly and easily. The site
offers several community-oriented features; members actively participate in nine
forums on topics such as first editions and rare books. The site automatically
matches want ads with newly available books and notifies potential buyers that
sought-after books have been found.
MusicFile.com is the Web's premier marketplace and community for
collectors of hard-to-find music and memorabilia, with more than 3 million items
for sale by retailers, dealers, and private collectors around the world.
MusicFile.com also offers its members rich community features, including
discussion forums and free home pages, fully commerce-enabled online
storefronts, a want-ad posting and matching service, articles by knowledgeable
members and respected experts, and a wealth of other resources for enthusiasts
of every kind of music. Privately held Exchange.com (www.exchange.com) is
located in Cambridge, Massachusetts. The acquisition was one of three separate
substantially all-stock transactions totaling approximately $645 million
disclosed by Amazon.com today. The
<PAGE> 2
three acquisitions are expected to close before June 30, 1999. In addition to
the acquisition of Exchange.com, Amazon.com also announced agreements to
acquire:
o Privately held Accept.com (www.accept.com), an e-commerce
company currently developing longer-range solutions to simplify
person-to-person and business-to-consumer transactions on the
Internet. The company is based in Redwood City, California.
o Privately held Alexa Internet (www.alexa.com), which has
developed a free advertising-supported Web navigation service
that works with Internet browsers to provide useful information
about the sites being viewed and suggest related sites. Alexa is
based in San Francisco, California.
Amazon.com is acquiring all of the outstanding shares and assuming all
outstanding options of the three companies. The company expects to account for
the transactions under the purchase method of accounting. The transactions are
subject to customary closing conditions, including shareholder approval and
expiration of the applicable waiting periods under the Hart-Scott-Rodino Act of
1976.
ABOUT AMAZON.COM, INC.
Amazon.com, the Internet's No. 1 music, No. 1 video, and No. 1 book
retailer, opened its virtual doors on the World Wide Web in July 1995. Today,
the Amazon.com store has expanded to offer online auctions and more than 4.7
million book, music-CD, video, DVD, computer-game, and other titles, plus secure
credit-card payment, personalized recommendations, and streamlined ordering
through 1-ClickSM technology.
Amazon.com operates two international Web sites: www.amazon.co.uk in the
United Kingdom and www.amazon.de in Germany. Amazon.com also operates PlanetAll
(www.planetall.com), a Web-based address book, calendar, and reminder service.
It also operates the Internet Movie Database (www.imdb.com), the Web's
comprehensive and authoritative source of information on more than 150,000
movies and entertainment programs and 500,000 cast and crew members dating from
the birth of film in 1892 to the present.
This announcement contains forward-looking statements that involve risks
and uncertainties that include, among others, Amazon.com's limited operating
history, anticipated losses, unpredictability of future revenues, potential
fluctuations in quarterly operating results, seasonality, consumer trends,
competition, risks of system interruption, management of potential growth, risks
related to auction services, and risks of new business areas, international
expansion, business combinations, and strategic alliances. More information
about factors that potentially could affect Amazon.com's financial results is
included in Amazon.com's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 1998.
<PAGE> 3
Amazon.com, Amazon.com Auctions, Amazon.co.uk, Amazon.de, Internet Movie
Database, PlanetAll, and 1-Click are either registered trademarks or trademarks
of Amazon.com, Inc. or its affiliates. All other names mentioned herein may be
trademarks of their respective owners.
