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

To: H James Morris who wrote (27118)	11/19/1998 9:29:00 PM
From: Glenn D. Rudolph	Read Replies (1) \| Respond to of 164684

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On August 12, 1998, pursuant to an Agreement and Plan of Merger dated as of August 3, 1998 (the "Junglee Merger Agreement"), 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"). Junglee, founded in June 1996 and based in Sunnyvale, California, has developed World Wide Web-based virtual database technology to help consumers find products on the Internet. Amazon.com will issue approximately 1,600,000 shares of Amazon.com common stock, par value $.01 per share ("Amazon.com Common Stock"), and assume all outstanding options in connection with the acquisition of Junglee, pursuant to the formula set forth below. Pursuant to the terms of the Junglee Merger Agreement, at the effective time of the Junglee Merger, each issued and outstanding share of Junglee common stock, par value $.001 per share (the "Junglee Common Stock"), including each share of Junglee Common Stock issued upon conversion of each issued and outstanding share of Junglee Series A Preferred Stock, par value $.001 per share, Series B Preferred Stock, par value $.001 per share, and Series C Preferred Stock, par value $.001 per share (together with the Junglee Common Stock, the "Junglee Capital Stock"), other than shares of Junglee Capital Stock, if any, for which dissenters' rights have been or will be perfected in compliance with the applicable laws of the State of Delaware and the State of California, was converted into the right to receive that number of shares of Amazon.com Common Stock, determined by dividing (i) 1,891,568 by (ii) the total number of shares of Junglee Capital Stock outstanding immediately prior to the effective time on a fully diluted basis, assuming all outstanding options and warrants to purchase shares of Junglee Capital Stock have been validly exercised and issued prior to the effective time (the "Junglee Exchange Ratio"). In addition, each option to purchase shares of Junglee Common Stock outstanding at the effective time of the Junglee Merger was assumed by Amazon.com and will be treated as an option to purchase that number of Amazon.com Common Shares equal to the product of the Junglee Exchange Ratio and the number of shares of Junglee Common Stock subject to such option. A warrant to purchase shares of About $200 million at the time of the agreement. Glenn