To: Mark Fowler who wrote (37444 ) 1/28/1999 3:53:00 PM From: Glenn D. Rudolph Respond to of 164684
AMAZON COM INC Form: 8-K Filing Date: 1/28/99 SELECT FONT SIZE TYPE: 8-K SEQUENCE: 1 DESCRIPTION: FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JANUARY 28, 1999 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 (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION IDENTIFICATION NO.) OF INCORPORATION) 1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (206) 622-2335 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS On January 28, 1999, Amazon.com, Inc. ("Amazon.com") announced a $500 million offering of subordinated convertible debentures. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release dated January 28, 1999 regarding Amazon.com's announcement of a $500 million offering of subordinated convertible debentures SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMAZON.COM, INC. (REGISTRANT) Dated: January 28, 1999 By: /s/ Joy D. Covey ------------------------------- Joy D. Covey Chief Financial Officer, Vice President of Finance and Administration and Secretary EXHIBIT INDEX Exhibit Number Description -------------- ---------------------------------------------- 99.1 Press Release dated January 28, 1999 regarding Amazon.com's announcement of a $500 million offering of subordinated convertible debentures TYPE: EX-99.1 SEQUENCE: 2 DESCRIPTION: PRESS RELEASE EXHIBIT 99.1 AMAZON.COM ANNOUNCES $500 MILLION OFFERING OF SUBORDINATED CONVERTIBLE DEBENTURES SEATTLE, January 28 /PRNewswire/ -Amazon.com, Inc. (NASDAQ: AMZN) today announced that it is offering $500 million aggregate principal amount of Convertible Subordinated Notes due 2009 (the "Notes"). The Notes will be convertible into the Company's common stock, at the option of the holder, at a conversion price to be determined. The Notes will be sold to qualified institutional buyers in a private placement under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company will grant the initial purchasers an option to purchase additional notes to cover over-allotments, if any. The Notes being offered will not be, and have not been, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Amazon.com is headquartered at 1516 Second Avenue, Seattle, WA 98101. Internet address: amazon.com.telephone : (206) 622-2335. Contact: Bill Curry, Amazon.com, (206) 834-7180.