AMAZON COM INC
Form: S-3/A Filing Date: 6/8/99
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<TYPE>S-3/A
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<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-3
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1999.
REGISTRATION NO. 333-78797
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
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1200 12TH AVENUE SOUTH, 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 SOUTH, 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
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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. [ ]
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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 JUNE 8, 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.
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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..................................................... 16
Description of the Stock Purchase Units and Stock Purchase
Contracts................................................. 17
Description of the Third-Party Warrants..................... 18
Description of the Warrants to Purchase Debt Securities..... 19
Description of the Foreign Currency Exchange Warrants....... 20
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
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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. 333-78797) 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 the 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."
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