<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
DRUGSTORE.COM, INC.
-------------------------------------
(Name of Issuer)
COMMON STOCK
-------------------------------------
(Title of Class of Securities)
26224110
-------------------------------------
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
L. Michelle Wilson Scott L. Gelband
Amazon.com, Inc. with a copy to: Perkins Coie LLP
1200 12th Avenue South, Suite 1201 Third Avenue, 40th Floor
1200 Seattle, Washington 98101
Seattle, Washington 98144 (206) 583-8888
(206) 266-1000
</TABLE>
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 4, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
(AMENDMENT NO. 1)
CUSIP NO. 26224110 PAGE 2 OF 12 PAGES
----------- -------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amazon.com, Inc. 91-1646860
----------- -------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 WC
----------- -------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 15,463,339(1)
---------------------------------------------------
NUMBER OF
SHARES SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
EACH ---------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 15,463,339(2)
---------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
----------- -------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 15,463,339(3)
----------- -------------------------------------------------------------------
(1) Includes 2,500,000 shares of Common Stock issuable pursuant to the
Warrant (as defined herein).
(2) Includes 2,500,000 shares of Common Stock issuable pursuant to the
Warrant (as defined herein).
(3) Includes 2,500,000 shares of Common Stock issuable pursuant to the
Warrant (as defined herein).
Page 2 of 12
<PAGE> 3
----------- -------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
12
----------- -------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 22.6%(4)
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TYPE OF REPORTING PERSON
14 CO
----------- -------------------------------------------------------------------
----------
(4) This percentage is based on 68,276,897 shares of Common Stock
outstanding as of August 04, 2000, which number of shares was provided to
Amazon.com by drugstore.com and includes (i) 2,500,000 shares of Common Stock
issuable upon exercise of the Warrant (as defined herein) which may be issued
within 60 days of the date hereof, and (ii) 4,593,989 shares of Common Stock
which may be issued within 60 days of the date hereof, if approved by the
stockholders of drugstore.com, upon conversion of Preferred Stock (as defined
herein) issued pursuant to the Preferred Stock Purchase Agreement (as defined
herein).
Page 3 of 12
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 supplements and amends the Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on February
10, 2000 (the "Original Filing"), and relates to the common stock, $0.0001 par
value per share (the "Common Stock"), of drugstore.com, inc., a Delaware
corporation ("drugstore.com" or the "Issuer"). The principal executive and
business office of drugstore.com is located at 13920 South Eastgate Way, Suite
300, Bellevue, WA 98005.
ITEM 2. IDENTITY AND BACKGROUND.
The information contained in Item 2 of the Original Filing is hereby
amended as follows:
This Amendment No. 1 to Schedule 13D is filed by Amazon.com, Inc., a
Delaware corporation ("Amazon.com"), whose principal business is online retail
merchandising. The address of Amazon.com's principal business office is 1200
12th Avenue South, Suite 1200, Seattle, Washington 98144.
The following provides certain information as to the directors and
executive officers of Amazon.com (where no business address is given, the
address is that of Amazon.com's principal executive and business offices stated
in this Item 2):
AMAZON.COM DIRECTORS:
<TABLE>
<CAPTION>
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NAME: PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
--------------------------------------------------------------------------------
<S> <C>
Jeffrey P. Bezos Chairman of the Board and Chief Executive Officer
--------------------------------------------------------------------------------
Tom A. Alberg Principal in Madrona Venture Group
Madrona Venture Group
1000 Second Avenue, Suite 3700
Seattle, WA 98104
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Scott D. Cook Chairman of the Executive Committee of the Board
of Intuit, Inc.
Intuit, Inc.
2535 Garcia Ave.
Mountain View, CA 94043
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L. John Doerr General Partner
Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
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Patricia Q. Stonesifer President and Chairman
Bill & Melinda Gates
Foundation
P.O. Box 23350
Seattle, WA 98102
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</TABLE>
AMAZON.COM EXECUTIVE OFFICERS:
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<TABLE>
<CAPTION>
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NAME: PRINCIPAL OCCUPATION AND BUSINESS ADDRESS*
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<S> <C>
Jeffrey P. Bezos Chief Executive Officer and Chairman of the Board
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Mark Britto Senior Vice President, Marketing & Cross-Site
Merchandising
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Richard L. Dalzell Vice President and Chief Information Officer
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Warren C. Jenson Senior Vice President and Chief Financial Officer
--------------------------------------------------------------------------------
Mark Peek Vice President, Finance, and Chief Accounting
Officer
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Diego Piacentini Senior Vice President and General Manager,
International
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John D. Risher Senior Vice President and General Manager,
U.S. Stores
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Jeffrey A. Wilke Vice President and General Manager, Operations
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</TABLE>
* The present principal occupation of all executive officers of
Amazon.com is with Amazon.com. The business address of all executive officers is
Amazon.com, Inc., 1200 12th Avenue South, Suite 1200, Seattle, Washington 98144.
During the last five years, neither Amazon.com nor, to the best
knowledge of Amazon.com, any person named in this Item 2 has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he or she is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each person named in this Item 2 is a
citizen of the United States of America, with the exception of Mr. Piacentini,
who is citizen of Italy.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information contained in Item 3 of the Original Filing is hereby
supplemented as follows:
On July 30, 2000, drugstore.com, entered into a Stock Purchase Agreement
(the "Common Stock Purchase Agreement") with Amazon.com and certain other
Purchasers (as defined therein) pursuant to which on August 4, 2000, Amazon.com
purchased 607,594 shares of Common Stock for $4.9375 per share, for an aggregate
purchase price of $2,999,995.37. On July 30, 2000, drugstore.com also issued to
Amazon.com an immediately exercisable warrant to purchase up to 2,500,000 shares
of drugstore.com's Common Stock at an exercise price of $4.9375 per share (the
"Warrant"). All of the funds used by Amazon.com to purchase the Common Stock
pursuant to the Common Stock Purchase Agreement were obtained from Amazon.com's
working capital. None of the funds used by Amazon.com to purchase the shares of
Common Stock consisted of funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the shares of
Common Stock.
In addition, on July 30, 2000, drugstore.com also entered into a Stock
Purchase Agreement (the "Preferred Stock Purchase Agreement") with L. John Doerr
and certain other Purchasers (as defined therein) pursuant to which on August 4,
2000, Mr. Doerr purchased 10,126.58 shares of
Page 5 of 12
<PAGE> 6
drugstore.com's Series 1 Preferred Stock, par value $.0001 per share (the
"Preferred Stock") at a price per share of $493.75, for an aggregate purchase
price of $4,999,998.87. Each share of Preferred Stock will be convertible into
100 shares of Common Stock upon the approval of drugstore.com's stockholders,
which approval may be obtained within 60 days of the date of hereof.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Original Filing is hereby
supplemented as follows:
Amazon.com acquired the Warrant and the Common Stock as a strategic
investment.
Amazon.com expects to evaluate on an ongoing basis drugstore.com's
financial condition, business operations and prospects, the market price of the
Common Stock, alternative investment opportunities, conditions in the securities
market generally and other factors. Accordingly, Amazon.com reserves the right
to change its plans and intentions at any time. Subject to compliance with
applicable laws, Amazon.com may, at any time and from time to time, acquire or
dispose of shares of Common Stock or other securities of drugstore.com pursuant
to public or private offerings or otherwise. To the knowledge of Amazon.com,
each of the directors and officers listed in Item 2 (as applicable) may make the
same evaluation and reserves the same rights.
Except as set forth above or as described in Item 6 of this Amendment
No.1 to Schedule 13D, neither Amazon.com nor, to the best of Amazon.com's
knowledge, any of the individuals named in Item 2 (as applicable), presently has
any plans or proposals that relate to or would result in any of the actions
specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of the Original Filing is hereby
amended as follows:
(a) (1) As of the date of this Amendment No. 1 to Schedule 13D,
Amazon.com beneficially owns 15,463,339 shares of Common Stock. Based on
68,276,897 shares of Common Stock outstanding as of August 4, 2000, (which
number includes (i) the 2,500,000 shares of Common Stock issuable upon exercise
of the Warrant which may be issued within 60 days of the date hereof and (ii)
the 4,593,989 shares of Common Stock which may be issued within 60 days of the
date hereof, if approved by the stockholders of drugstore.com, upon conversion
of the Preferred Stock), Amazon.com's beneficial ownership represents
approximately 22.6% of the total outstanding shares of Common Stock. Amazon.com
does not beneficially own any outstanding shares of Common Stock of
drugstore.com other than these 15,463,339 shares of Common Stock. The table
below summarizes the beneficial ownership of Amazon.com's directors and
executive officers:
AMAZON.COM DIRECTORS AND EXECUTIVE OFFICERS:
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<TABLE>
<CAPTION>
NAME SHARES OF DRUGSTORE.COM COMMON STOCK BENEFICIALLY
OWNED
--------------------------------------------------------------------------------
<S> <C>
Jeffrey P. Bezos 0
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Tom A. Alberg 0
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</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
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Scott D. Cook 0
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L. John Doerr 11,083,903(5)
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Patricia Q. Stonesifer 0
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Mark Britto 0
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Richard L. Dalzell 0
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Mark Peek 0
--------------------------------------------------------------------------------
Warren C. Jenson 0
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Diego Piacentini 0
--------------------------------------------------------------------------------
John D. Risher 0
--------------------------------------------------------------------------------
Jeffrey A. Wilke 0
--------------------------------------------------------------------------------
</TABLE>
(2) As of the date of this Amendment No. 1 to Schedule 13D, L. John
Doerr beneficially owns 11,083,903 shares of Common Stock, including the shares
issuable upon conversion of the Preferred Stock. Based on 68,276,897 shares of
Common Stock outstanding as of August 4, 2000, (which number includes (i) the
2,500,000 shares of Common Stock issuable upon exercise of the Warrant which
may be issued within 60 days of the date hereof and (ii) the 4,593,989 shares of
Common Stock which may be issued within 60 days of the date hereof, if approved
by the stockholders of drugstore.com, upon conversion of the Preferred Stock),
Mr. Doerr's beneficial ownership represents approximately 16.2% of the total
outstanding shares of Common Stock. Mr. Doerr is not deemed to beneficially own
any outstanding
----------------
(5) Includes 6,313,633 shares of Common Stock held by Kleiner Perkins
Caufield & Byers VIII, L.P. ("KPCB VIII"), 365,600 shares of Common Stock held
by KPCB VIII Founders Fund, L.P., ("Founders Fund"), 351,538 shares of Common
Stock held by KPCB Life Sciences Zaibatsu Fund II, L.P. and 2,500 shares of
Common Stock held by KPCB IX Associates LLC. KPCB VIII and Founders Fund are
wholly controlled by KPCB VIII Associates, L.P. KPCB Life Sciences Zaibatsu Fund
II, L.P. is wholly controlled by KPCB VII Associates, L.P. As a general partner
of each of KPCB VIII Associates, L.P. and KPCB VII Associates, L.P., and as a
managing director of KPCB IX Associates LLC, Mr. Doerr may be deemed to
beneficially own the shares of Common Stock controlled by those entities. Mr.
Doerr disclaims beneficial ownership of the above shares of Common Stock except
to the extent of his pecuniary interest in the shares.
Also includes 28,715.7 shares of Preferred Stock held by KPCB VIII,
1,664.04 shares of Preferred Stock held by Founders Fund and 10,126.58 shares of
Preferred Stock held by Mr. Doerr personally. Upon the approval of
drugstore.com's stockholders, which approval may be obtained within 60 days of
the date hereof, each share of Preferred Stock will be convertible into 100
shares of Common Stock. Mr. Doerr disclaims beneficial ownership of the shares
of Preferred Stock held by KPCB VIII and Founders Fund, except to the extent of
his pecuniary interest in such entities.
Page 7 of 12
<PAGE> 8
shares of Common Stock of drugstore.com other than these 11,083,903 shares of
Common Stock. With the exception of the 10,126.58 shares of Preferred Stock
purchased by Mr. Doerr in his individual capacity, Mr. Doerr disclaims
beneficial ownership of the shares of Common Stock and Preferred Stock held by
the funds affiliated with Kleiner Perkins Caufield & Byers, except to the extent
of his pecuniary interest in such entities. Amazon.com disclaims beneficial
ownership of all shares beneficially owned by any of its executive officers and
directors.
(b) (1) Amazon.com has the sole power to vote and to direct the vote of,
and the sole power to dispose of and to direct the disposition of, 15,463,339
shares of Common Stock.
(2) Mr. Doerr has (assuming the conversion of Mr. Doerr's
10,126.58 shares of Preferred Stock) the sole power to vote and to direct the
vote of, and the sole power to dispose and to direct the disposition of,
1,012,658 shares of Common Stock and, with certain funds affiliated with Kleiner
Perkins Caufield & Byers, shared voting power to vote and direct the vote of,
and shared power to dispose and direct the disposition of, 10,071,245 shares of
Common Stock.
(c) Except as described in Items 3 and 4 above, neither Amazon.com nor
any of its directors or executive officers has effected any transactions in the
Common Stock during the past 60 days.
(d) No other person is known to Amazon.com to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by Amazon.com on the date
of this Amendment No. 1 to Schedule 13D.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The information contained in Item 6 of the Original Filing is hereby
supplemented as follows:
Under the terms of the Common Stock Purchase Agreement and the Preferred
Stock Purchase Agreement, drugstore.com has agreed to cause either (i) a special
meeting of its common stockholders within three months after August 4, 2000, for
the purpose of approving the conversion of the Preferred Stock into Common Stock
or (ii) the holders of the requisite number of shares of Common Stock to
deliver written consents approving the conversion of such Preferred Stock into
Common Stock. If drugstore.com fails to obtain the requisite stockholder
approval within three months after August 4, 2000, then drugstore.com is
obligated to repurchase all of the Preferred Stock at a price per share equal to
the then current market price of drugstore.com's Common Stock multiplied by the
number of shares of Common Stock into which one share of Preferred Stock would
have been convertible. Pursuant to the terms of a voting agreement between
drugstore.com and Amazon.com dated as of July 30, 2000 (the "Voting Agreement"),
Amazon.com agreed to vote its shares of Common Stock to approve the conversion
of the Preferred Stock. Mr. Doerr and Kleiner, Perkins, Caufield & Byers have
entered into similar voting agreements with respect to the conversion of the
Preferred Stock.
Page 8 of 12
<PAGE> 9
Also pursuant to the terms of the Common Stock Purchase Agreement and
the Preferred Stock Purchase Agreement, drugstore.com has agreed to use its best
efforts to file a resale shelf registration statement (the "Registration
Statement") with, and within 60 days of August 4, 2000 have such Registration
Statement declared effective by, the Commission for purposes of registering the
resale of the Common Stock issued pursuant to the Common Stock Purchase
Agreement (and of the Common Stock issuable upon conversion of the Preferred
Stock issued pursuant to the Preferred Stock Purchase Agreement). drugstore.com
has further agreed to maintain the effectiveness of the Registration Statement
until the earlier of (i) the eighteen month anniversary of the effective date of
the Registration Statement and (ii) the date on which all shares of Common Stock
have been resold by the Purchasers.
In connection with Amazon.com's purchase of the Common Stock, Amazon.com
entered into an agreement with drugstore.com (the "Lock Up Agreement") with
respect to the transfer, sale or other disposition of any shares of drugstore's
Common Stock, including the shares purchased pursuant to the Common Stock
Purchase Agreement, held by Amazon.com such that Amazon.com will not, without
the prior written consent of drugstore.com and subject to certain exceptions,
during the period commencing July 30, 2000 and ending 180 days after the date of
the effectiveness of the Registration Statement, (1) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (2) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
Common Stock. Mr. Doerr and Kleiner, Perkins, Caufield & Byers have also each
entered into agreements that are similar to the Lock Up Agreement.
Page 9 of 12
<PAGE> 10
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
--------
<S> <C>
1 Common Stock Purchase Agreement dated as of July 30, 2000 between
drugstore.com, Amazon.com and the other Purchasers (as defined
therein)
2. Preferred Stock Purchase Agreement dated as of July 30, 2000
between drugstore.com, L. John Doerr and the other Purchasers (as
defined therein)
3 Certificate of Designation of Series 1 Preferred Stock
4 Warrant for the Purchase of Shares of Common Stock
5 Lock Up Agreement dated as of July 30, 2000 between drugstore.com
and Amazon.com
6 Voting Agreement dated as of July 30, 2000 between drugstore.com
and Amazon.com
</TABLE>
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<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 16, 2000
------------------------------------
AMAZON.COM, INC.
/s/ MARK BRITTO
------------------------------------
By: Mark Britto
Title: Senior Vice President,
Marketing & Cross-Site
Merchandising
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<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
1. Common Stock Purchase Agreement dated as of July 30, 2000 between
drugstore.com, Amazon.com and the other Purchasers (as defined
therein)
2. Preferred Stock Purchase Agreement dated as of July 30, 2000
between drugstore.com, L. John Doerr and the other Purchasers (as
defined therein)
3 Certificate of Designation of Series 1 Preferred Stock
4 Warrant for the Purchase of Shares of Common Stock
5 Lock Up Agreement dated as of July 30, 2000 between drugstore.com
and Amazon.com
6 Voting Agreement dated as of July 30, 2000 between drugstore.com
and Amazon.com
</TABLE>
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