BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 1, 1998 by (i) each person or entity
known by the Company to beneficially own more than 5% of the Common Stock, (ii)
each Director of the Company, (iii) each officer of the Company for whom
compensation information is given in the Summary Compensation Table in this
Proxy Statement, and (iv) all Directors and executive officers as a group.
Except as otherwise indicated, the Company believes that the beneficial owners
of the Common Stock listed below, based on information furnished by such owners,
have sole voting and investment power with respect to such shares.
PERCENTAGE OF
NUMBER OF SHARES SHARES
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING
---------------- ------------------ -------------
Jeffrey P. Bezos................................. 9,885,000 41.0%
c/o Amazon.com, Inc.
1516 Second Avenue
Seattle, WA 98101
Tom A. Alberg(1)................................. 191,000 *
1000 Second Avenue, #3700
Seattle, WA 98104
Scott D. Cook(2)................................. 75,000 *
P.O. Box 7850
M/S 2475
Mountain View, CA 94039
L. John Doerr(3)................................. 2,883,397 12.0
c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
Patricia Q. Stonesifer(4)........................ 75,000 *
P.O. Box 97070
Redmond, WA 98073
George T. Aposporos(5)........................... 86,668 *
Richard L. Dalzell(6)............................ 125,000
Oswaldo-Fernando Duenas(7)....................... 125,000 *
Sheldon J. Kaphan(8)............................. 1,094,051 4.5
Joel R. Spiegel(9)............................... 150,000 *
Kleiner Perkins Caufield & Byers................. 2,749,070 11.4
2750 Sand Hill Road
Menlo Park, CA 94025
Jacklyn Gise Bezos and Miguel A. Bezos(10)....... 1,571,244 6.5
200 Park Avenue
Florham Park, NJ 07932
All Directors and Executive Officers as a group
(13 persons)(11)............................... 15,231,121 60.6
---------------
* Less than 1%
(1) Includes 84,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998.
(2) Includes 60,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 48,000 of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(3) Includes 2,749,070 shares owned by Kleiner Perkins Caufield & Byers VIII, a
California limited partnership ("Kleiner"), 85,410 shares owned by KPCB
Information Sciences Zaibatsu Fund II, L.P. ("ZFII"), 7,948 shares owned by
L.J. Doerr Children's Trust ("Doerr Trust"), 159 shares owned by the LJD
Trust VIII ("Trust VIII") and 1,610 shares owned by LJD Ventures II
("Ventures II").
4
L. John Doerr is Trustee of the Doerr Trust, Trust VIII and Ventures II.
Mr. Doerr is general partner of KPCB Associates VIII, L.P., a California
limited partnership ("Associates VIII"), which is a general partner of
Kleiner. Mr. Doerr is also a general partner of KPCB Associates VII, L.P.,
a California limited partnership, which is the limited partner of ZFII. Mr.
Doerr disclaims beneficial ownership of shares of Common Stock held
directly by Kleiner, Associates VIII, ZFII, Doerr Trust, Trust VIII and
Ventures II, except to the extent of any indirect pecuniary interest in his
distributive shares therein.
(4) Includes 60,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 48,000 of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(5) Represents 86,668 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, all of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(6) Represents 125,000 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, all of which are subject to
repurchase by the Company at the original exercise price in the event of
termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(7) Includes 114,000 shares issuable upon the exercise of stock options that
were, as of March 1, 1998, exercisable within 60 days of March 1, 1998. As
of April 4, 1998, Mr. Duenas was no longer an employee of the Company, as a
result of which all but options for 9,000 shares were terminated.
(8) Includes 286,032 shares issued upon exercise of stock options that are
subject to repurchase by the Company at the original exercise price in the
event of termination of services of holder, which right lapses over time in
accordance with a vesting schedule.
(9) Includes 15,000 shares subject to repurchase by the Company at the original
exercise price paid for such shares, which right lapses over time in
accordance with a vesting schedule. Also includes 135,000 shares issuable
upon the exercise of stock options exercisable within 60 days of March 1,
1998, of which 120,000 are subject to repurchase by the Company at the
original exercise price in the event of termination of services of holder,
which right lapses over time in accordance with a vesting schedule.
(10) Represents 768,216 shares held by the Jacklyn Gise Bezos 1996 Revocable
Trust of which Jacklyn Gise Bezos is Trustee, 243,750 shares held by the
Bezos Family Trust of 1997 of which Jacklyn Gise Bezos is Trustee, 56,250
shares held by the Bezos Generation-Skipping Trust of 1997 of which Jacklyn
Gise Bezos is Trustee and 503,028 shares held by the Miguel A. Bezos 1996
Revocable Trust of which Miguel A. Bezos is Trustee. Miguel A. Bezos is the
spouse of Jacklyn Gise Bezos. Power to vote or direct the vote of, and
power to dispose or to direct the disposition of, the reported shares is
deemed to be shared between Jacklyn Gise Bezos and Miguel A. Bezos. Jacklyn
Gise Bezos denies beneficial ownership of the shares held by the Miguel A.
Bezos 1996 Revocable Trust. Miguel A. Bezos denies beneficial ownership of
the shares held by the Jacklyn Gise Bezos 1996 Revocable Trust, the Bezos
Family Trust of 1997 and the Bezos Generation-Skipping Trust of 1997.
(11) Includes 989,323 shares issuable upon the exercise of stock options
exercisable within 60 days of March 1, 1998, 836,323 of which are subject
to repurchase by the Company at the original exercise price in the event of
termination of employment or services, which right lapses over time in
accordance with vesting schedules.
5
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth for the year ended 1997 the compensation
received by: (i) the Company's Chief Executive Officer, (ii) the Company's other
four most highly compensated executive officers based on salary and bonus for
the year ended December 31, 1997, and (iii) Oswaldo-Fernando Duenas, a former
employee of the Company who served as an executive officer of the Company for a
portion of 1997 (collectively, the "named executive officers"). No other
executive officer of the Company who held office at December 31, 1996 met the
definition of "highly compensated" within the meaning of the executive
compensation rules of the Securities and Exchange Commission (the "SEC").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND -------------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS($)(2) OPTIONS(#) ($)(3)
------------------ ---- ------------ ----------- ------------ ------------
Jeffrey Bezos, 1997 $ 79,197 -- -- --
President and Chief Executive Officer 1996 $ 64,333 -- -- --
George Aposporos, 1997 $ 91,966 $ 22,379 120,000 $ 7,621
Vice President of Business Development
Richard Dalzell, 1997 $ 92,871 $149,174 125,000 $23,747
Vice President and Chief Information
Officer
Oswaldo-Fernando Duenas, 1997 $129,851 $ 25,000 180,000 --
Vice President of Operations
Sheldon Kaphan, 1997 $ 97,601 $ 30,000 -- --
Vice President and Chief Technology
Officer
Joel Spiegel, 1997 $ 89,302 $ 30,000 150,000 --
Vice President of Engineering
---------------
(1) Amounts shown for Messrs. Aposporos, Dalzell, Duenas and Spiegel represent
base salaries paid after they commenced employment with the Company on May
9, 1997, September 2, 1997, January 8, 1997 and March 17, 1997,
respectively.
(2) Amounts paid to Messrs. Aposporos, Dalzell, Duenas and Spiegel represent
signing bonuses.
(3) Amounts shown represent reimbursement by the Company of relocation expenses.
6
OPTION GRANTS IN 1997
The following table sets forth information concerning the grant of stock
options during 1997 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO OF STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM(1)
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED(#)(2) YEAR ($/SHARE)(3) DATE 5%($) 10%($)
---- ------------- ---------- ------------ ---------- ------------ ------------
Jeffrey Bezos.......... -- -- -- -- -- --
George Aposporos....... 120,000 4.21% $ 12 5/9/07 $ 905,608 $2,294,989
Richard Dalzell........ 125,000 4.38% $25.312 8/22/07 $1,989,862 $5,042,701
Oswaldo-Fernando
Duenas............... 180,000 6.31% $ 1.333 1/8/07 $ 150,935 $ 382,498
Sheldon Kaphan......... -- -- -- -- -- --
Joel Spiegel........... 150,000 5.26% $ 4.667 3/3/07 $ 440,227 $1,115,621
---------------
(1) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates required by applicable regulations of the SEC and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Common Stock price. Assumes all options are exercised at the end
of their respective ten-year terms. Actual gains, if any, on stock option
exercises depend on the future performance of the Common Stock and overall
market conditions, as well as the holders' continued employment through the
vesting period. The amounts reflected in this table may not be achieved.
(2) Generally, options are fully exercisable, subject to a deferral of
exercisability in certain circumstances to preserve their qualification as
incentive stock options. The shares purchasable upon exercise of such
options are subject to repurchase by the Company at the original exercise
price paid per share in the event of the optionee's termination of
employment prior to the vesting of such shares. In this context, "vesting"
means that the shares subject to, or issued on exercise of, options are no
longer subject to repurchase by the Company. Shares subject to, or issued
upon exercise of, options generally vest at the rate of 1/5 on the first and
second anniversaries of the optionee's date of hire, and 1/20 at the end of
each three month period thereafter until fully vested. See "Employment
Contracts, Termination of Employment and Change of Control Arrangements."
(3) All options were granted at fair market value on the date of grant. Prior to
the Company's initial public offering, fair market value was established in
good faith by the Company's Board of Directors based on several factors;
subsequent to the Company's initial public offering, fair market value is
based on the average of the high and low per share sales price for the
Common Stock as reported by the Nasdaq National Market on the date of grant.
7
..........thought these numbers might be of interest to some...... |
