ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
4.1 Indenture, dated May 8, 1998, between the registrant and The
Bank of New York, as Trustee (incorporated by reference to
Exhibit 4.1 of the registrant's Quarterly Report on Form
10-Q (File No. 000-22513) for the quarter ended March 31,
1998).
4.2 Form of 10% Senior Discount Notes due 2008.
4.3 Registration Rights Agreement dated May 8, 1998, between the
registrant and Morgan Stanley & Co. Incorporated
(incorporated by reference to Exhibit 4.3 of the
registrant's Quarterly Report on Form 10-Q (File No.
000-22513) for the quarter ended March 31, 1998).
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, as
to legality of the 10% Senior Discount Notes due 2008.
8.1 Opinion of Perkins Coie LLP, counsel to the registrant, as
to certain federal income tax matters.
12.1 Computation of ratio of earnings to fixed charges.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Perkins Coie LLP (included in Exhibit 5.1).
23.3 Consent of Perkins Coie LLP (included in Exhibit 8.1).
24.1 Power of Attorney (contained on signature page).
25.1 Form T-1 Statement of Eligibility of The Bank of New York to
act as trustee under the Indenture.
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Form of Letter to Brokers.
99.4 Form of Exchange Agent Agreement.
(b) Financial Statement Schedules
All schedules are omitted because they are inapplicable or the requested information is included as an exhibit to the registrant's Annual Report on Form 10-K for the year ended December 31, 1997, incorporated by reference herein.
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "Securities Act"), each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
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by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of, and included in, the registration statement when it became effective.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington on June 4, 1998.
AMAZON.COM, INC.
By: /s/ JEFFREY P. BEZOS
Jeffrey P. Bezos
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes and appoints Jeffrey P. Bezos and Joy D. Covey, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney in fact and agent to act in his or her name, place, and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ JEFFREY P. BEZOS Chairman of the Board, President June 4, 1998
----------------------------------------------------- and Chief Executive Officer
Jeffrey P. Bezos (Principal Executive Officer)
/s/ JOY D. COVEY Chief Financial Officer, Vice June 4, 1998
----------------------------------------------------- President of Finance and
Joy D. Covey Administration and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ TOM A. ALBERG Director June 9, 1998
Tom A. Alberg
/s/ SCOTT D. COOK Director June 6, 1998
Scott D. Cook
/s/ L. JOHN DOERR Director June 9, 1998
L. John Doerr
/s/ PATRICIA Q. STONESIFER Director June 9, 1998
Patricia Q. Stonesifer |
