AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7375 91-1646860
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
1516 SECOND AVENUE
SEATTLE, WASHINGTON 98101
(206) 622-2335
(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.
1516 SECOND AVENUE
SEATTLE, WASHINGTON 98101
(206) 622-2335
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
SCOTT L. GELBAND
ELIZABETH W. KORRELL
PERKINS COIE LLP
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
Approximate date of commencement of proposed sale to the public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ] ____________
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER NOTE(2) OFFERING PRICE(2) REGISTRATION FEE
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10% Senior Discount Notes Due 2008.. $530,000,000 100% $530,000,000 $156,350
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2) Equals the aggregate principal amount of the securities being registered.
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 SPECIFICALLY STATING 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JUNE 12, 1998
PROSPECTUS
[LOGO]
AMAZON.COM, INC.
OFFER TO EXCHANGE ITS
10% SENIOR DISCOUNT NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
10% SENIOR DISCOUNT NOTES DUE 2008
WHICH WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1998, UNLESS EXTENDED.
Amazon.com, Inc., a Delaware corporation ("Amazon.com" or the "Company"),
hereby offers to exchange (the "Exchange Offer"), upon the terms and conditions
set forth in this Prospectus and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), up to $530,000,000 aggregate principal amount at
maturity of its 10% Senior Discount Notes due 2008 (the "Exchange Notes") for a
like principal amount at maturity of its 10% Senior Discount Notes due 2008 (the
"Original Notes" and, together with the Exchange Notes, the "Notes").
The terms of the Exchange Notes are identical in all material respects
(including principal amount at maturity, rate of accretion, interest rate and
maturity) to the terms of the Original Notes for which they may be exchanged
pursuant to the Exchange Offer, except that the Exchange Notes will generally be
freely transferable by holders thereof (each, a "Holder" and, collectively, the
"Holders") (except as provided herein), and are not subject to any covenant of
the Company regarding registration. The Exchange Notes will be issued under the
indenture governing the Original Notes. For a description of the principal terms
of the Exchange Notes, see "Description of the Exchange Notes."
The Notes will mature on May 1, 2008. The Original Notes were, and the
Exchange Notes will be, issued at a substantial discount from their principal
amount at maturity, and there will not be any payment of interest on the Notes
prior to November 1, 2003. Each Original Note has a principal amount at maturity
of $1,000 and an initial Accreted Value (as defined herein) of $615.07. The
Accreted Value of the Exchange Notes initially will be equal to the Accreted
Value of the Original Notes at the time of the consummation of the Exchange
Offer. The Notes will fully accrete to face value on May 1, 2003. From and after
May 1, 2003, the Notes will bear interest, which will be payable in cash at a
rate of 10% per annum on each May 1 and November 1 (the "Interest Payment
Dates"), commencing November 1, 2003.
The Notes are redeemable, at the option of the Company, in whole or in
part, at any time on or after May 1, 2003, at the redemption prices set forth
herein, plus accrued interest, if any, to the date of redemption. At any time
prior to May 1, 2001, the Company also may redeem up to 35% of the aggregate
principal amount at maturity of the Notes with the proceeds of one or more sales
of Capital Stock (other than Disqualified Stock) (as defined herein) at 110% of
their Accreted Value on the redemption date, plus accrued and unpaid interest,
if any, to the date of redemption; provided that after any such redemption at
least 65% of the aggregate principal amount at maturity of Notes originally
issued remains outstanding. In addition, at any time prior to May 1, 2003, the
Company may redeem all, but not less than all, of the Notes at the redemption
price equal to the sum of (i) the Accreted Value on the redemption date, plus
(ii) accrued and unpaid interest, if any, to the redemption date, plus (iii) the
Applicable Premium (as defined herein). See "Description of the Exchange Notes."
(Continued on next page)
This Prospectus and the Letter of Transmittal are first being mailed to all
holders of the Original Notes on , 1998.
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SEE "RISK FACTORS," COMMENCING ON PAGE 11, FOR A DESCRIPTION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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