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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 11, 2000
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AMAZON.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-22513 91-1646860
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1200 - 12TH AVENUE SOUTH, SUITE 1200, SEATTLE, WASHINGTON 98144
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 266-1000
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N/A
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(Former name and former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On February 11, 2000, Amazon.com, Inc., a Delaware corporation .
("Amazon.com"), entered into an Underwriting Agreement (the "Underwriting
Agreement") with Morgan Stanley & Co. International Limited ("Morgan Stanley"),
Credit Suisse First Boston (Europe) Limited ("CSFB") and Donaldson, Lufkin &
Jenrette International ("DLJ" and together with Morgan Stanley and CSFB, the
"Underwriters"). Pursuant to the Underwriting Agreement, Amazon.com proposes to
issue and sell to the "Underwriters" E690,000,000 principal amount at
maturity of its 6.875% Convertible Subordinated Notes due 2010 (the "Notes").
The Notes will be convertible into shares of common stock of Amazon.com, par
value $0.01 per share. The Underwriting Agreement is filed as Exhibit 1.1 to
this Current Report.
The Notes will be issued pursuant to the provisions of an Indenture,
dated as of February 16, 2000 (the "Indenture"), between Amazon.com and The Bank
of New York, as trustee. The Indenture is filed as Exhibit 4.1 to this Current
Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement, dated February 11, 2000, among Amazon.com,
Inc., Morgan Stanley & Co. International Limited, Credit Suisse First Boston
(Europe) Limited and Donaldson, Lufkin & Jenrette International.
4.1 Indenture, dated February 16, 2000, between Amazon.com, Inc. and The
Bank of New York.
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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 15, 2000 By:
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L. Michelle Wilson
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