<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
JANUARY 21, 2000
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)
1200 - 12TH AVENUE SOUTH, SUITE 1200, SEATTLE, WASHINGTON 98144
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 266-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 21, 2000, Amazon.com, Inc. ("Amazon.com") announced a promotional
agreement with Greenlight.com, Inc. ("Greenlight.com") as well as an investment
in shares of Greenlight.com Series C Preferred Stock and warrants to purchase
additional shares of Series C Preferred Stock.
On January 24, 2000, Amazon.com, Inc. ("Amazon.com") announced a promotional
agreement with drugstore.com, Inc. ("drugstore.com") and an additional
investment in shares of drugstore.com common stock.
On February 1, 2000, Amazon.com, Inc. ("Amazon.com") announced a promotional
agreement with living.com, Inc. ("living.com") as well as an investment in
shares of living.com Series B Preferred Stock and warrants to purchase common
stock, or, in certain circumstances, Series B Preferred Stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated January 21, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
Greenlight.com
99.2 Press release dated January 24, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
drugstore.com
99.3 Press release dated February 1, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
living.com
<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: February 4, 2000 By: /s/ WARREN C. JENSON
-------------------------------
Warren C. Jenson
Chief Financial Officer and
Senior Vice President
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
99.1 Press Release dated January 21, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
Greenlight.com
99.2 Press release dated January 24, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
drugstore.com
99.3 Press release dated February 1, 2000 regarding Amazon.com's
announcement of a promotional agreement with, and investment in,
living.com
</TABLE>
<PAGE> 1
AMAZON.COM AND ONLINE CAR-BUYING SERVICE GREENLIGHT.COM
ANNOUNCE STRATEGIC INVESTMENT AND PROMOTIONAL AGREEMENT
SEATTLE -- January 21, 2000 -- Amazon.com (NASDAQ: AMZN), the leading online
retailer, today announced that it has agreed to acquire a stake in
Greenlight.com, the only online car buying company that gives consumers the
convenience and control of online purchasing coupled with the support of a
leading network of premiere auto dealers.
Amazon.com has agreed to acquire 5% of the outstanding shares of Greenlight.com.
In addition, under a promotional agreement, Amazon.com will help introduce
Greenlight.com to Amazon.com's more than 16 million experienced online shoppers,
and, in return, Amazon.com will receive $82.5 million over five years and
receive warrants to increase its stake to as much as 30% over the five years.
Greenlight.com goes well beyond the referral model and offers consumers the
ultimate car buying experience -- a no-hassle, no-pressure way to research,
choose and buy exactly the car they want; 24-hour, 7 day-a-week customer
service; and strong, ongoing support from local dealers during and after
purchase.
"We're delighted to join forces with Greenlight.com so that customers can enjoy
the benefits of online car shopping with dealers committed to customer service,"
said Jeff Bezos, founder and CEO of Amazon.com. "Greenlight.com makes it easy
for dealers everywhere to participate in e-commerce and reach new customers."
"We are excited to be teaming up with the e-commerce leader," said Todd Collins,
CEO of Greenlight.com. "We know that Amazon.com works only with companies that
offer the highest standard of customer service, and their strategic investment
validates the Greenlight.com way to buy new cars online. Now that Greenlight.com
has teamed up with Amazon.com and its customer base of 16 million experienced
online shoppers, no one else can deliver so many potential new-car buyers."
Greenlight.com is developing a network of prominent car dealers throughout the
United States who share a common characteristic: a commitment to working with
Greenlight.com to support consumers before, during and after the online purchase
of a new car. Greenlight.com is currently available to consumers in Atlanta,
Ga., Greensboro, N.C., as well as Jacksonville and Orlando, Fla., with national
expansion planned for early spring. Greenlight.com continues to build its
network by recruiting the most customer service-oriented dealers across the
United States.
ABOUT GREENLIGHT.COM
Founded in San Mateo, CA in 1999, Greenlight.com is the only company that offers
car buyers the control of purchasing online, plus the benefit of ongoing service
and support from local dealerships. Greenlight.com simplifies the buying process
by helping customers customize their car, lock in a low price in real time,
order online and arrange for delivery, with the convenience
<PAGE> 2
of never having to leave their home. Greenlight.com is backed by Kleiner Perkins
Caufield & Byers, Silicon Valley's premier venture capital firm, and Asbury
Automotive, the largest private network of national auto dealerships, backed by
Ripplewood Holdings and Freeman Spogli. To shop for a car or to get more
information about Greenlight.com, visit the company on the Web at
http://www.greenlight.com.
ABOUT AMAZON.COM, INC.
Amazon.com (Amazon.com, Inc. and its subsidiaries) is the Internet's
No. 1 music, No. 1 DVD and video, and No. 1 book retailer. Amazon.com
(NASDAQ:AMZN) opened its virtual doors on the World Wide Web in July 1995 and
today offers Earth's Biggest Selection with online auctions and free electronic
greeting cards. Amazon.com lists more than 18 million unique items in categories
including books, CDs, toys, electronics, videos, DVDs, home improvement
products, software, and video games. Through Amazon.com zShops, any business or
individual can sell virtually anything to Amazon.com's more than 13 million
customers, and with Amazon.com Payments, any seller can accept credit card
transactions, avoiding the hassles of offline payments.
Amazon.com seeks to be the world's most customer-centric company where
customers can find and discover anything they may want to buy online.
Amazon.com's All Product Search scours the Web to help customers find
merchandise that is not available at Amazon.com, Amazon.com Auctions, or
Amazon.com zShops, making Amazon.com the shopping destination to find anything.
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 crewmembers dating from
the birth of film in 1892 to the present. Amazon.com also operates Amazon.com
LiveBid Auctions (http://livebid.amazon.com), the leading provider of live-event
auctions on the Internet.
Amazon.com has invested in leading Internet retailers that are
improving the lives of customers by making shopping easier and more convenient:
drugstore.com, an online retail and information source for health, beauty,
wellness, personal care and pharmacy, at www.drugstore.com; Pets.com, the online
leader for pet products, expert information and services, at www.pets.com;
HomeGrocer.com, the first fully integrated Internet grocery-shopping and
home-delivery service, with operations in Seattle, Portland, Oregon, and
Southern California, at www.homegrocer.com; Gear.com, which offers brand name
sporting goods at prices from 20% to 90% off retail, at www.gear.com; and
Ashford.com (NASDAQ: ASFD), the leading Internet retailer of luxury and premium
products and the Web's No. 1 retailer of watches and jewelry, at
www.ashford.com. Amazon.com also has a minority interest in Della.com, which
brings together leading retailers with gift registry, expert advice, and
personalized gift suggestions to help everyone give better gifts, at
www.della.com; and NextCard, Inc., considered the industry's leading issuer of
consumer credit on the Internet, at (www.nextcard.com).
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, risk of distribution center expansion, risks related to
<PAGE> 3
fourth quarter, risks of system interruption, management of potential growth,
risks related to auction and zShops services, risks related to fraud and
Amazon.com Payments, 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 and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999.
###
For additional information or for referral to industry analysts contact:
Cherie Stewart
Red Whistle Communications/The Weber Group
415.616.6149
[email protected]
Bill Curry
Amazon.com
206-266-7180
<PAGE> 1
AMAZON.COM ENTERS IMPORTANT, NEW STRATEGIC PARTNERSHIP WITH
DRUGSTORE.COM(TM), ALLOWING CUSTOMERS TO BUY DRUGSTORE.COM
PRODUCTS THROUGH AMAZON.COM
AMAZON.COM MAKES ADDITIONAL MINORITY INVESTMENT IN DRUGSTORE.COM AND RECEIVES
$105 MILLION FOR A DRUGSTORE.COM "TAB" AT AMAZON.COM
SEATTLE -- January 24, 2000 -- Amazon.com (NASDAQ: AMZN), the leading online
retailer, and drugstore.com(TM) (NASDAQ: DSCM), the leading online drugstore,
today announced a multi-million dollar agreement to integrate a number of the
companies' shopping features and create a drugstore.com shopping "tab" at
Amazon.com. Under the agreement, Amazon.com will receive $105 million over three
years.
At the same time, Amazon.com will make an additional $30 million investment in
drugstore.com, bringing its total stake in drugstore.com to almost 28% of the
outstanding drugstore.com common stock, upon closing of the transaction.
The agreement means that soon--for the first time ever--an Amazon.com investment
partner will be prominently featured on Amazon.com as a permanent part of
Amazon.com's regular navigational structure. Additional features that make
shopping still easier--integrated 1-Click(R) shopping, a shared shopping basket,
and more integrated search and browse capabilities--are planned for later.
The result will be greater shopping convenience and selection for Amazon.com's
more than 16 million customers, who will eventually be able to shop seamlessly
between drugstore.com and other Amazon.com stores with equally high levels of
customer service.
"We're working to make Amazon.com the only place where you can find anything and
everything you might want to buy online--what you're seeing today is a
completely new component of that strategy," said Jeff Bezos, founder and CEO of
Amazon.com. "We chose drugstore.com to be our first partner with this level of
tight integration because they obsess over customers the way we do, and we
expect more arrangements like this when it makes sense for customers."
"Our partnership has been so successful and so valuable for customers that it
makes sense for us to take it to a new and enhanced level, " said Peter Neupert,
president and CEO of drugstore.com. "This deeper integration with Amazon.com
demonstrates both companies' ongoing commitment to constantly evolve and improve
the customer experience."
Amazon.com originally acquired a minority stake in drugstore.com in August 1998.
In the past, Amazon.com has introduced drugstore.com to Amazon.com customers by
offering temporary links on the Amazon.com home page and by distributing
drugstore.com gift certificates to Amazon.com customers.
ABOUT DRUGSTORE.COM
<PAGE> 2
drugstore.com (NASDAQ: DSCM) is a leading on-line drugstore and information site
offering What Every Body Needs(TM) for health, beauty, wellness, personal care
and pharmacy products. drugstore.com provides a convenient, private and
informative shopping experience that encourages consumers to purchase products
essential to healthy, everyday living. drugstore.com offers thousands of
brand-name personal healthcare products at competitive prices, a full-service,
licensed mail pharmacy, along with a wealth of health-related information,
buying guides and other tools designed to help consumers make informed
purchasing decisions. Consumers can personalize their shopping experiences with
shopping lists, e-mail reminders for replenishing regularly used products and
private e-mail access to pharmacists and beauty experts for questions.
drugstore.com has been awarded the Verified Internet Pharmacy Practice Sites
(VIPPS) certification by the National Association of Boards of Pharmacy (NABP)
as a fully licensed facility exercising the best safe pharmacy practices in
compliance with federal and state laws and regulations. drugstore.com has also
been rated the top Health category site by Forrester PowerRankings, which
provides objective rankings of the leading eCommerce sites.
The company has strategic relationships with Amazon.com (NASDAQ: AMZN), Rite Aid
Corporation (RAD: NYSE, PSE), and General Nutrition Companies, among others.
drugstore.com and What Every Body Needs are trademarks of drugstore.com, inc.
ABOUT AMAZON.COM, INC.
Amazon.com (Amazon.com, Inc. and its subsidiaries) is the Internet's No. 1
music, No. 1 DVD and video, and No. 1 book retailer. Amazon.com (NASDAQ:AMZN)
opened its virtual doors on the World Wide Web in July 1995 and today offers
Earth's Biggest Selection with online auctions and free electronic greeting
cards. Amazon.com lists more than 18 million unique items in categories
including books, CDs, toys, electronics, videos, DVDs, home improvement
products, software, and video games. Through Amazon.com zShops, any business or
individual can sell virtually anything to Amazon.com's more than 16 million
customers, and with Amazon.com Payments, any seller can accept credit card
transactions, avoiding the hassles of offline payments.
Amazon.com seeks to be the world's most customer-centric company where customers
can find and discover anything they may want to buy online. Amazon.com's All
Product Search scours the Web to help customers find merchandise that is not
available at Amazon.com, Amazon.com Auctions, or Amazon.com zShops, making
Amazon.com the shopping destination to find anything.
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 crewmembers dating from
the birth of film in 1892 to the present. Amazon.com also operates Amazon.com
<PAGE> 3
LiveBid Auctions (http://livebid.amazon.com), the leading provider of live-event
auctions on the Internet.
Amazon.com has invested in leading Internet retailers that are improving the
lives of customers by making shopping easier and more convenient: drugstore.com,
an online retail and information source for health, beauty, wellness, personal
care and pharmacy, at www.drugstore.com; Pets.com, the online leader for pet
products, expert information and services, at www.pets.com; HomeGrocer.com, the
first fully integrated Internet grocery-shopping and home-delivery service, with
operations in Seattle, Portland, Oregon, and Southern California, at
www.homegrocer.com; Gear.com, which offers brand name sporting goods at prices
from 20% to 90% off retail, at www.gear.com; and Ashford.com (NASDAQ: ASFD), the
leading Internet retailer of luxury and premium products and the Web's No. 1
retailer of watches and jewelry, at www.ashford.com. Amazon.com also has a
minority interest in Della.com, which brings together leading retailers with
gift registry, expert advice, and personalized gift suggestions to help everyone
give better gifts, at www.della.com; and NextCard, Inc., considered the
industry's leading issuer of consumer credit on the Internet, at
(www.nextcard.com).
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, risk of distribution center expansion, risks related to fourth
quarter, risks of system interruption, management of potential growth, risks
related to auction and zShops services, risks related to fraud and Amazon.com
Payments, 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 and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999.
###
For additional information contact:
Bill Curry Debby Fry Wilson
Amazon.com drugstore.com
206-266-7180 425-372-3208
Michael Marchand
Trylon Communications, for drugstore.com
212-725-2295
<PAGE> 1
(BW) (WA-AMAZON.COM) (AMZN) AMAZON.COM ENTERS STRATEGIC ALLIANCE
WITH LIVING.COM TO CREATE A "HOME LIVING" STORE AT AMAZON.COM
Attention Business Writers
SEATTLE - (Business Wire)--February 1, 2000 - Leading online retailer
Amazon.com (www.amazon.com) and living.com, the leading online home products and
services retailer (www.living.com), today announced a multi-million dollar
agreement to create a Home Living store at Amazon.com.
Under the agreement, Amazon.com will receive $145 million from
living.com over five years in exchange for being the exclusive Amazon.com Home
Living store, providing furniture, bedding, home textiles, decorative
accessories, tabletop, window treatments, and other related home categories to
Amazon.com's more than 16 million customers. The Home Living store will be
prominently displayed with other Amazon.com stores.
Simultaneously, Amazon.com will make an investment in living.com to
acquire an 18 percent stake in the company, with warrants for another 9 percent,
upon the transaction's closing, which is expected later this quarter.
The partnership between Amazon.com and living.com will result in
greater shopping convenience and selection for Amazon.com customers, who will
eventually be able to shop seamlessly between living.com and other Amazon.com
stores with similarly high levels of customer service.
"Joining with companies that share our core value of customer
satisfaction is an important part of our strategy to make Amazon.com the place
where you can find and discover anything and everything you might be looking to
buy online," said Jeff Bezos, founder and CEO of Amazon.com. "By joining with
living.com--and they're as concerned about customers as we are--we can provide
even more selection for Amazon.com customers."
"We are simply thrilled to join with the world leader in e-tailing and
such a top notch organization," said Shaun Holliday, chief executive officer of
living.com. "This agreement gives us access to Amazon.com's 16 million customers
who are already sold on buying online, it associates living.com with the leading
brand in online shopping, and it gives us a way to reach customers and build
relationships that others will not be able to duplicate. It also means that
living.com will be the leading provider of home living products--a $180 billion
market--on a valuable piece of e-tail real estate. Further, it puts on a fast
track our plans to rapidly broaden our e-tailing offerings." "
Amazon.com will have a seat on the living.com board of directors.
Both of the agreements relating to the Home Living store and the
Amazon.com investment in living.com are subject to certain closing conditions,
including Hart-Scott-Rodino review.
About living.com
Launched on July 26, 1999, Austin, Texas-based living.com is the
leading online home furnishings site offering furniture, home accessories, bed
and bath, lighting and home textiles. The site features easy to use tools and
personal advise, such as Room-Designer, Home Office Wizard, Swatch Program,
Ask-A-Designer and living.com magazine making it simple and convenient to find
items that suit an individuals personal style. Shaun Holliday, former CEO of
<PAGE> 2
Guinness Ireland is living.com's CEO. living.com was incorporated in 1998 by
founder and chairman Andrew Busey. living.com has raised a total of $41.5
million from Benchmark Capital (eBay, art.com, 1-800 Flowers), Austin Ventures
(garden.com, Vignette), Comdisco Ventures, Pivotal Asset Management, GE Capital,
and Starbucks Corp.
About Amazon.com, Inc.
Amazon.com (Amazon.com, Inc., and its subsidiaries) is the Internet's
No. 1 music, No. 1 DVD and video, and No. 1 book retailer. Amazon.com (NASDAQ:
AMZN) opened its virtual doors on the World Wide Web in July 1995 and today
offers Earth's Biggest Selection, along with online auctions and free electronic
greeting cards. Amazon.com lists more than 18 million unique items in categories
including books, CDs, toys, electronics, videos, DVDs, home improvement
products, software, and video games. Through Amazon.com zShops, any business or
individual can sell virtually anything to Amazon.com's more than 16 million
customers, and with Amazon.com Payments, any seller can accept credit card
transactions, avoiding the hassles of offline payments. The company also
participates in sothebys.amazon.com, the leading auction site for guaranteed
art, jewelry, and collectibles, at www.sothebys.amazon.com.
Amazon.com seeks to be the world's most customer-centric company, where
customers can find and discover anything they may want to buy online.
Amazon.com's All Product Search scours the Web to help customers find
merchandise that is not available at Amazon.com, Amazon.com Auctions, or
Amazon.com zShops, making Amazon.com the shopping destination to find anything.
Amazon.com operates two international Web sites: www.amazon.co.uk in
the United Kingdom and www.amazon.de in Germany. 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 crewmembers dating from the birth of film in 1892 to the
present.
Amazon.com has invested in leading Internet retailers that are
improving the lives of customers by making shopping easier and more convenient:
Greenlight.com, the only company that offers car buyers the control of auto
purchasing online with ongoing service and support from local dealerships, at
www.greenlight.com; drugstore.com, an online retail and information source for
health, beauty, wellness, personal care and pharmacy, at www.drugstore.com;
Pets.com, the online leader for pet products, expert information, and services,
at www.pets.com; HomeGrocer.com, the first fully integrated Internet
grocery-shopping and home-delivery service--with operations in Seattle;
Portland, Oregon; and Southern California--at www.homegrocer.com; Gear.com,
which offers brand-name sporting goods at prices from 20 to 90 percent off
retail, at www.gear.com; and Ashford.com (NASDAQ: ASFD), the leading Internet
retailer of luxury and premium products and the Web's No. 1 retailer of watches
and jewelry, at www.ashford.com. Amazon.com also has a minority interest in
Della.com, which brings together leading retailers with gift registry, expert
advice, and personalized gift suggestions to help everyone give better gifts, at
www.della.com; and NextCard, Inc., considered the industry's leading issuer of
consumer credit on the Internet, at www.nextcard.com.
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, risk of distribution center expansion, risks related to
<PAGE> 3
fourth quarter performance, risks of system interruption, management of
potential growth, risks related to auction and zShops services, risks related to
fraud and Amazon.com Payments, 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
and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June
30, 1999, and September 30, 1999.
--30--*
CONTACT: Amazon.com
Bill Curry, 206/266-7180
Jim Hahn
Fleishman-Hillard
512-495-7181
