1 UNITED STATES 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 Date of Report (Date of earliest event reported) FEBRUARY 7, 2000 -------------------------------- AMAZON.COM, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-22513 91-164860 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1200 - 12TH AVENUE SOUTH, SUITE 1200, SEATTLE, WASHINGTON 98144 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (206) 266-1000 ------------------------------ N/A - -------------------------------------------------------------------------------- (Former name and former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On February 7, 2000, Amazon.com, Inc. ("Amazon.com") filed with the Securities and Exchange Commission a Preliminary Prospectus Supplement to the Prospectus dated June 11, 1999 in connection with the issuance of E600,000,000 in principal amount of Euro Denominated Convertible Subordinated Notes due 2010 (excluding proceeds, if any, from the over-allotment option). The Prospectus Supplement is filed as Exhibit 99.1 to this Current Report. In addition, this Current Report is also filed to report Amazon.com's computation of its ratio of earnings to fixed charges, which is filed as Exhibit 12.1 to this Current Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 12.1 Computation of Ratio of Earnings to Fixed Charges 99.1 Preliminary Prospectus Supplement, as filed with the Securities and Exchange Commission on February 7, 2000 - 2 - 3 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. Dated: February 7, 2000 By /s/ L. MICHELLE WILSON ---------------------------- ----------------------------------- L. Michelle Wilson Vice President, General Counsel and Secretary - 3 -