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Technology Stocks : Amazon.com, Inc. (AMZN) -- Ignore unavailable to you. Want to Upgrade?

To: H James Morris who wrote (21765)	10/15/1998 7:47:00 PM
From: Glenn D. Rudolph	Read Replies (4) \| Respond to of 164684

SUBJECT TO COMPLETION DATED OCTOBER 15, 1998 PROSPECTUS 2,662,125 SHARES AMAZON.COM, INC. COMMON STOCK This Prospectus relates to the sale of up to 2,662,125 shares (the "Shares") of common stock, $0.01 par value per share (the "Common Stock"), of Amazon.com, Inc. (the "Company" or "Amazon.com"). The Shares may be offered by certain stockholders of the Company (the "Selling Stockholders") or by their pledgees, donees, distributees or other successors-in-interest, from time to time in transactions (which may include block transactions) in the over-the-counter market through the Nasdaq National Market ("Nasdaq"), or on one or more other securities markets and exchanges, in privately negotiated transactions, or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. The Selling Stockholders may effect such transactions by selling the Shares directly to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of the Shares for whom such broker-dealers may act as agents or to whom they may sell as principals, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). See "Selling Stockholders" and "Plan of Distribution." The Company issued the Shares to the Selling Stockholders as a result of certain private placements as follows: (i) on April 24, 1998 in connection with the merger of a wholly owned subsidiary of the Company with and into Telebook, Inc., a Florida corporation (the "Telebook Merger"), (ii) on August 12, 1998 in connection with the merger of a wholly owned subsidiary of the Company with and into Junglee Corp., a Delaware corporation (the "Junglee Merger"), and (iii) on August 27, 1998 in connection with the merger of a wholly owned subsidiary of the Company with and into Sage Enterprises, Inc., a Massachusetts corporation (the "PlanetAll Merger" and together with the Telebook Merger and the Junglee Merger, the "Mergers"). In addition, the Company issued certain of the Shares to the Selling Stockholders on a private placement basis upon the exercise of certain stock options. The Shares issued in connection with the Mergers and to those persons upon exercise of stock options constitute the Shares being registered hereunder. In connection with any sales, the Selling Stockholders and any brokers participating in such sales may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). See "Selling Stockholders." None of the proceeds from the sale of the Shares by the Selling Stockholders will be received by the Company. The Company has agreed to bear all expenses (other than broker's commissions and similar charges) in connection with the registration and sale of the Shares being offered by the Selling Stockholders that initially were issued as a result of the Mergers. The Company has agreed to indemnify the Selling Stockholders and any broker-dealers who act in connection with the sale of the Shares hereunder that initially were issued as a result of the Mergers against certain liabilities, including liabilities under the Securities Act. The Common Stock is quoted on Nasdaq under the symbol "AMZN." On October 14, 1998, the closing sales price for the Common Stock as reported on Nasdaq was $93.50 per share.