>>Amazon.com, the No. 1 online seller of books, music and videos, plans to increase its authorized common shares to 1.5 billion from 300 million to finance acquisitions and corporate operations, and to fend off hostile takeovers, according to federal filings.
Amazon already has authority to increase its shares by 300 million, according to documents filed with the Securities and Exchange Commission. The company said it wants additional shares to pay stock dividends, arrange stock splits and offer stock incentives to employees, executives and directors.
Amazon has made several acquisitions and investments in the past year, including its recent purchase of a 46 percent stake in closely held drugstore.com, a Redmond-based Web site that sells drugs and beauty products online.
Amazon's shares have soared more than 10-fold in the past year. Many Internet-related companies have used their surging stock as currency for acquisitions.
"It is in the best interests of the company to have additional shares of common stock and preferred stock authorized at this time to alleviate the expense and delay of holding a special meeting of stockholders to authorize additional shares," the filing said.
Seattle-based Amazon said it also could use the additional shares to ward off hostile takeover attempts and prevent changes of control. For example, Amazon.com said it could sell common or preferred shares in a private transaction to purchasers who would oppose a takeover, the filing said.
The proxy statement also disclosed Amazon.com executives' compensation.
Chairman and Chief Executive Jeff Bezos received a 3 percent increase in his 1998 salary of $81,840 from $79,197 in the previous year. He received no bonus and no additional stock options. Bezos declined more compensation in 1998 because he holds a 36 percent stake in the company, the filing said.
Other executives' compensation was more generous, including that of Richard Dalzell, a vice president and chief information officer who came from Wal-Mart, , the world's largest retailer. Dalzell's salary more than doubled to $201,512 in 1998 from $92,871 in 1997. |
