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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
FEBRUARY 3, 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)
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ITEM 5. OTHER EVENTS
On February 3, 1999, Amazon.com, Inc. completed the sale of its private
offering of $1,250,000,000 aggregate principal amount of 4 3/4%
Convertible Subordinated Notes due 2009.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
4.1 Indenture, dated as of February 3, 1999, between
Amazon.com, Inc. and The Bank of New York, as trustee,
including the form of 4 3/4% Convertible Subordinated
Note due 2009 attached as Exhibit A thereto.
4.2 Registration Rights Agreement, dated as of February 3,
1999, by and among Amazon.com, Inc. and the Initial
Purchasers.
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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: February 3, 1999 By: \s\ Joy D. Covey
-----------------------------------
Joy D. Covey
Chief Financial Officer, Vice President of
Finance and Administration and Secretary
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Indenture, dated as of February 3, 1999, between Amazon.com,
Inc. and The Bank of New York, as trustee, including the
form of 4 3/4% Convertible Subordinated Note due 2009
attached as Exhibit A thereto.
4.2 Registration Rights Agreement, dated as of February 3, 1999,
by and among Amazon.com, Inc. and the Initial Purchasers.