PROSPECTUS SUMMARY
The following Summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere in or incorporated by reference to this Prospectus. Investors should carefully consider the information set forth under the caption "Risk Factors."
THE COMPANY
Amazon.com, Inc. ("Amazon.com" or the "Company") is the leading online retailer of books. Since opening for business as "Earth's Biggest Bookstore" in July 1995, Amazon.com has become one of the most widely known, used and cited commerce sites on the World Wide Web (the "Web"). Amazon.com strives to offer its customers compelling value through innovative use of technology, broad selection, high-quality content, a high level of customer service, competitive pricing and personalized services. The Company offers a catalog of approximately 3.0 million titles, easy-to-use search and browse features, e-mail services, personalized shopping services, Web-based credit card payment and direct shipping to customers. The Company currently offers other information-based products, such as music, and intends over time to expand its catalog into other product categories. Amazon.com has virtually unlimited online shelf space and offers customers a vast selection through an efficient search-and-retrieval interface.
Operating as an online book retailer, Amazon.com has grown rapidly since first opening its Web site in July 1995. Through March 31, 1998, the Company had sales of more than $251 million to approximately 2.3 million customer accounts in over 150 countries. Repeat customers accounted for over 60% of orders in the quarter ended March 31, 1998. International sales represented 21% of net sales in the quarter ended March 31, 1998.
Amazon.com's objective is to be the leading online retailer of information-based products and services, with an initial focus on books and, more recently, music. The Company's key strategies to attain this goal include: creating customer loyalty by delivering a compelling value proposition; building strong brand recognition and maintaining market leadership; continuing to expand revenue opportunities; creating and executing a superior economic model; maintaining technology focus and expertise; building strong supplier relationships; and attracting and retaining exceptional employees.
Amazon.com was incorporated in 1994 in the State of Washington and reincorporated in 1996 in Delaware. The Company's principal corporate offices are located in Seattle, Washington. The mailing address and telephone number of the principal executive offices of the Company are 1516 Second Avenue, Seattle, Washington 98101, (206) 622-2335. Amazon.com completed its initial public offering in May 1997 and its common stock is listed on the Nasdaq National Market under the symbol "AMZN."
"Amazon.com" and "Earth's Biggest Bookstore" are service marks of Amazon.com, Inc. All other products, company names and logos are marks of their respective companies.
Information contained on the Company's Web site will not be deemed to be a part of this Prospectus. As used herein, "titles" offered by the Company means the number of items offered in the Company catalog and includes books, CDs, videotapes, audiotapes and other products.
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SUMMARY OF THE EXCHANGE OFFER
REGISTRATION RIGHTS
AGREEMENT..................... Holders are entitled to exchange the Original
Notes for Exchange Notes registered under the
Securities Act with substantially identical
terms. The Exchange Offer is intended to
satisfy these rights. After the Exchange Offer
is complete, Holders will no longer be entitled
to any exchange or registration rights with
respect to the Original Notes.
THE EXCHANGE OFFER............ The Company is offering to exchange $1,000
principal amount at maturity of Exchange Notes
that have been registered under the Securities
Act for each $1,000 principal amount at
maturity of the Original Notes. In order to be
exchanged, an outstanding Original Note must be
properly tendered and accepted. All outstanding
Original Notes that are validly tendered and
not validly withdrawn will be exchanged for
Exchange Notes.
As of this date, there are $530,000,000
aggregate principal amount at maturity of the
Original Notes outstanding.
The Company will issue registered Exchange
Notes promptly after the expiration of the
Exchange Offer.
RESALES....................... Except as indicated herein, the Company
believes that the Exchange Notes may be offered
for resale, resold and otherwise transferred by
Holders without compliance with the
registration and prospectus delivery provisions
of the Securities Act, provided that:
(i) the Exchange Notes are being acquired in
the ordinary course of a Holder's business;
(ii) a Holder is not participating, does not
intend to participate, and has no arrangement
or understanding with any person to
participate, in the distribution of the
Exchange Notes; and
(iii) a Holder is not an Affiliate of the
Company.
If the Company's belief is inaccurate and a
Holder transfers any Exchange Note without
delivering a prospectus meeting the
requirements of the Securities Act or without
an exemption from such requirements, such
Holder may incur liability under the Securities
Act. The Company does not assume or indemnify
Holders against such liability.
Each broker-dealer that is issued Exchange
Notes for its own account in exchange for
Original Notes which were acquired by such
broker-dealer as a result of market-making or
other trading activities must acknowledge that
it will deliver a prospectus meeting the
requirements of the Securities Act in
connection with any resale of the Notes issued
in the Exchange Offer. A broker-dealer may use
this Prospectus for an offer to resell, resale
or other retransfer of the Exchange Notes. See
"The Exchange Offer -- Resales of the Exchange
Notes."
EXPIRATION DATE............... The Exchange Offer will expire at 5:00 p.m.,
New York City time, on , 1998,
unless the Company decides to extend the
Expiration Date. |
