There you be:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 12, 1998
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
AMAZON.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-22513 91-1646860
----------------------------- --------------------- ---------------------
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(206) 622-2335
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
On August 12, 1998, pursuant to an Agreement and Plan of Merger dated as of August 3, 1998, by and among Amazon.com, Inc., a Delaware corporation ("Amazon.com"), Junglee Corp., a Delaware corporation ("Junglee") and AJ Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Amazon.com ("Junglee Merger Sub"), Amazon.com acquired all of the outstanding capital stock of Junglee and Junglee Merger Sub merged with and into Junglee, with Junglee as the surviving corporation (the "Junglee Merger"). The purpose of this Amendment is to amend Item 7(b) to provide certain pro forma combined condensed consolidated financial information with respect to the Junglee Merger, which information was impracticable to provide at the time the Registrant filed the Current Report on Form 8-K dated August 12, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited financial statements and unaudited condensed
financial statements of Junglee listed below were provided
at the time the Registrant initially filed the Current
Report on Form 8-K dated August 12, 1998.
Audited Financial Statements:
(i) Report of Deloitte & Touche LLP, dated February 6, 1998.
(ii) Junglee Corp. Balance Sheets as of December 31, 1997
and 1996.
(iii) Junglee Corp. Statements of Operations for the year
ended December 31, 1997 and period from June 3,
1996 (inception) to December 31, 1996.
(iv) Junglee Corp. Statements of Stockholders' Equity
for the year ended December 31, 1997 and period
from June 3, 1996 (inception) to December 31, 1996.
(v) Junglee Corp. Statements of Cash Flows for the year
ended December 31, 1997 and period from June 3,
1996 (inception) to December 31, 1996.
(vi) Junglee Corp. Notes to Financial Statements for the year
ended December 31, 1997 and period from June 3, 1996
(inception) to December 31, 1996.
Condensed Financial Statements (unaudited):
(i) Junglee Corp. Balance Sheets as of June 30,
1998 (unaudited) and December 31, 1997.
(ii) Junglee Corp. Statements of Operations for
the six month periods ended June 30, 1998
and 1997 (unaudited).
(iii) Junglee Corp. Statements of Cash Flows for the six
month periods ended June 30, 1998 and 1997
(unaudited).
(iv) Jungle Corp. Notes to Financial Statements for the
six month periods ended June 30, 1998 and 1997
(unaudited).
(b) Pro Forma Financial Information
Pro Forma Combined Condensed Consolidated Financial
Statements (unaudited):
(i) Pro Forma Combined Condensed Consolidated Statement
of Operations for the year ended December 31, 1997
(unaudited).
(ii) Pro Forma Combined Condensed Consolidated Balance
Sheet as of June 30, 1998 (unaudited).
(iii) Pro Forma Combined Condensed Consolidated
Statement of Operations for the six month period
ended June 30, 1998 (unaudited).
(iv) Notes to Pro Forma Combined Condensed Consolidated
Financial Statements (unaudited).
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of August 3, 1998,
by and among Amazon.com, Inc., AJ Acquisition, Inc. and
Junglee Corp. (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
99.1 Form of Investor Rights Agreement by and between
Amazon.com, Inc. and the stockholders of Junglee Corp.
named therein (incorporated by reference from
Amazon.com, Inc.'s Current Report on Form 8-K dated
August 3, 1998).
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated financial statements give effect to the Junglee Merger. The Junglee Merger was accounted for under the purchase method of accounting in accordance with APB Opinion No. 16. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Estimates of the fair values of the assets and liabilities of Junglee have been combined with the recorded values of the assets and liabilities of Amazon.com in the unaudited pro forma combined condensed consolidated financial statements.
The unaudited pro forma combined condensed consolidated balance sheet has been prepared to reflect the Junglee Merger as if it occurred on June 30, 1998. The unaudited pro forma combined condensed consolidated statements of operations reflect the results of operations of Amazon.com and Junglee for the year ended December 31, 1997 and the six months ended June 30, 1998 as if the Junglee Merger occurred on January 1, 1997.
The unaudited pro forma combined condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the combined condensed consolidated financial position or results of operations in future periods or the results that actually would have been realized had Amazon.com and Junglee been a combined company during the specified periods. The unaudited pro forma combined condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Amazon.com, included in its Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998 and June 30, 1998 and the Company's Current Reports on Form 8-K filed August 27, 1998 and September 11, 1998.
PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
PRO FORMA
AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA
--------- --------- ---------- ---------
Net sales ....................................... $ 147,787 $ 1,216 $ -- $ 149,003
Cost of sales ................................... 118,969 579 -- 119,548
--------- --------- --------- ---------
Gross profit .................................... 28,818 637 29,455
Operating expenses:
Marketing and sales ........................... 40,486 1,545 -- 42,031
Product development ........................... 13,916 2,777 -- 16,693
General and administrative .................... 7,011 637 -- 7,648
Merger and acquisition related costs .......... -- -- 58,435(c) 58,435
--------- --------- --------- ---------
Total operating expenses .................... 61,413 4,959 58,435 124,807
Loss from operations ............................ (32,595) (4,322) (58,435) (95,352)
Interest income ................................. 1,901 156 -- 2,057
Interest expense ................................ (326) (34) -- (360)
--------- --------- --------- ---------
Net loss ........................................ $ (31,020) $ (4,200) $ (58,435) $ (93,655)
========= ========= ========= =========
Pro forma basic and diluted loss per share ...... $ (0.71) $ (2.09)
========= =========
Shares used in computation of pro forma basic and
diluted loss per share ........................ 43,447 44,803
========= =========
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