AMAZON COM INC rpts change in assets, financial statements & exhibits.
IFN Smart Edgar News - May 19, 1999 11:43
Excerpted from 8-K filed on 05/19 by AMAZON COM INC:
AMAZON COM INC rpts change in assets, financial statements & exhibits.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 14, 1999, pursuant to an Agreement and Plan of Merger dated as of
April 24, 1999 (as amended, the "Merger Agreement"), by and among Amazon.com,
Inc., a Delaware corporation ("Amazon.com"), Amazon.com Auctions, Inc., a
Delaware corporation and wholly owned subsidiary of Amazon.com ("Amazon.com
Auctions"), e-Niche Incorporated, a Delaware corporation ("Exchange.com"), and
the stockholders of Exchange.com, Exchange.com was merged with and into
Amazon.com Auctions, with Amazon.com Auctions being the surviving corporation
(the "Merger").
Exchange.com, founded in July, 1997 and based in Cambridge, Massachusetts,
has developed Internet marketplaces and related communities that bring together
buyers and sellers of rare and hard-to-find items.
(End of item excerpt.)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The required financial statements with respect to the Merger listed below
are incorporated herein by reference to Amazon.com's Current Report on Form 8-K
filed May 12, 1999:
e-Niche Incorporated Audited Financial Statements:
(i) Report of PricewaterhouseCoopers LLP, dated May 3, 1999;
(ii) e-Niche Incorporated (a development stage enterprise) Balance
Sheet as of December 31, 1998 and 1997;
(iii) e-Niche Incorporated (a development stage enterprise)
Statement of Operations for the year ended December 31, 1998,
for the period from inception (July 29, 1997) through December
31, 1997 and for the period from inception (July 29, 1997)
through December 31, 1998;
(iv) e-Niche Incorporated (a development stage enterprise)
Statement of Changes in Stockholders' Equity (Deficit) for the
period from inception (July 29, 1997) through
December 31, 1998;
(v) e-Niche Incorporated (a development stage enterprise)
Statement of Cash Flows for the year ended December 31, 1998,
for the period from inception (July 29, 1997) through December
31, 1997 and for the period from inception (July 29, 1997)
through December 31, 1998; and
(vi) e-Niche Incorporated (a development stage enterprise) Notes to
Financial Statements.
e-Niche Incorporated Condensed Consolidated Financial Statements
(unaudited):
(i) e-Niche Incorporated (a development stage enterprise)
Condensed Consolidated Balance Sheet as of March 31, 1999
(unaudited) and December 31, 1998;
(ii) e-Niche Incorporated (a development stage enterprise)
Condensed Consolidated Statement of Operations for the
three-month periods ended March 31, 1999 and 1998 (unaudited)
and for the period from inception (July 29, 1997) through
March 31, 1999 (unaudited);
(iii) e-Niche Incorporated (a development stage enterprise)
Condensed Consolidated Statement of Cash Flows for the
three-month periods ended March 31, 1999 and 1998 (unaudited)
and for the period from inception (July 29, 1997) through
March 31, 1999 (unaudited); and
(iv) e-Niche Incorporated (a development stage enterprise) Notes to
Condensed Consolidated Financial Statement (unaudited).
(b) Pro Forma Financial Information
Pro forma financial information with respect to the Merger
listed below is incorporated herein by reference to Amazon.com's Current Report
on Form 8-K filed May 12, 1999.
Pro Forma Combined Condensed Consolidated Financial Statements
(unaudited):
(i) Pro Forma Combined Condensed Consolidated Balance Sheet as
of March 31, 1999 (unaudited);
(ii) Pro Forma Combined Condensed Consolidated Statement of
Operations for the three-month period ended March 31, 1999
(unaudited);
(iii) Pro Forma Combined Condensed Consolidated Statement of
Operations for the year ended December 31, 1998 (unaudited);
and
(iv) Notes to Pro Forma Combined Condensed Consolidated Financial
Statements (unaudited).
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 24, 1999, by
and among Amazon.com, Inc., Amazon.com Auctions, Inc.,
e-Niche Incorporated and the stockholders of e-Niche
Incorporated (including the first and second amendments
thereto).
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
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