1
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
June 10, 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 Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1200-12TH AVENUE SOUTH, SUITE 1200,
SEATTLE, WA 98144
- --------------------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
(206) 266-1000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 10, 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"), AI Acquisition, Inc., a Washington
corporation and wholly owned subsidiary of Amazon.com ("AI"), Alexa Internet, a
California corporation ("Alexa"), and Brewster Kahle, AI was merged with and
into Alexa, with Alexa being the surviving corporation (the "Merger").
Alexa, founded in April 1996 and based in San Francisco, California has
developed a Web navigation service that works with Internet browsers to provide
useful information about the sites being viewed and suggests related sites.
Amazon.com issued 2,184,942 shares of Amazon.com common stock, par
value $0.01 per share ("Amazon Common Stock"), and assumed all outstanding
options of Alexa at the closing of the Merger pursuant to the formula set forth
below. Such consideration was determined in arm's-length negotiations between
Amazon.com and Alexa.
Pursuant to the terms of the Merger Agreement, at the effective time of
the Merger each outstanding share of Alexa common stock, no par value ("Alexa
Common Stock"), including shares of Alexa Common Stock issued upon conversion of
outstanding shares of Alexa Series A Preferred Stock, was converted into the
right to receive that number of shares of Amazon.com Common Stock determined by
dividing (a) 2,250,453 by (b) the total number of shares of Alexa capital
stock outstanding immediately prior to the effective time on a fully diluted
basis, assuming the exercise of all outstanding options to purchase shares of
Alexa Common Stock (the "Exchange Ratio").
In addition, each option to purchase shares of Alexa Common Stock
outstanding at the effective time of the Merger was assumed by Amazon.com and
will be treated as an option to purchase that number of shares of Amazon.com
Common Stock equal to the product of the Exchange Ratio and the number of shares
of Alexa Common Stock subject to such option.
All shares of Amazon.com Common Stock issued at the closing of the
Merger have been registered under the Securities Act of 1933, as amended.
The Merger will be accounted for under the purchase method of
accounting.
PAGE 1
3
Pursuant to the Merger Agreement, the shareholders of Alexa have agreed
to indemnify and hold Amazon.com harmless from losses that Amazon.com or its
affiliates may suffer as a result of (1) any inaccuracy in, or breach of, any
representation or warranty made by Alexa in the Merger Agreement or related
agreements; (2) any failure by Alexa to perform or comply, in whole or in part,
with any covenant or agreement in the Merger Agreement or related agreements;
(3) liability for taxes of Alexa assessed during or attributable to any taxable
period ending on or prior to the effective time of the Merger to the extent
such taxes exceed the reserve for tax liability set forth in the financial
statements of Alexa; (4) liability for certain taxes resulting from the
transactions contemplated by Merger Agreement and (5) certain expenses of Alexa
incurred in connection with the transactions contemplated by the Merger
Agreement. A total of 338,137 shares of Amazon.com Common Stock issued in
connection with the Merger have been pledged by the shareholders to Amazon.com
to secure these indemnification obligations.
The description of the Merger Agreement herein, which is filed as an
exhibit to this Form 8-K, does not purport to be complete and is qualified in
its entirety by the provisions of the Merger Agreement.
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:
Alexa Internet Audited Financial Statements:
(i) Report of PricewaterhouseCoopers LLP, dated April 23, 1999
(ii) Alexa Internet (A Development Stage Company) Balance Sheets
as of December 31, 1998 and 1997
(iii) Alexa Internet (A Development Stage Company) Statements of
Operations for the years ended December 31, 1998 and 1997
and for the cumulative period from February 14, 1996
(inception) to December 31, 1998
PAGE 2
4
(iv) Alexa Internet (A Development Stage Company) Statement of
Stockholders' Equity (Deficit) for the period from
February 14,1996 (inception) to December 31, 1998
(v) Alexa Internet (A Development Stage Company) Statements of
Cash Flows for the years ended December 31, 1998 and 1997
and for the cumulative period from February 14, 1996
(inception) to December 31, 1998
(vi) Alexa Internet (A Development Stage Company) Notes to
Financial Statements
Alexa Internet Condensed Financial Statements (unaudited):
(i) Alexa Internet (A Development Stage Company) Condensed
Balance Sheets as of March 31, 1999 (unaudited) and
December 31, 1998
(ii) Alexa Internet (A Development Stage Company) Condensed
Statements of Operations for the three month periods ended
March 31, 1999 and 1998 (unaudited) and for the cumulative
period from February 14, 1996 (inception) to March 31,
1999 (unaudited)
(iii) Alexa Internet (A Development Stage Company) Condensed
Statements of Cash Flows for the three month periods ended
March 31, 1999 and 1998 (unaudited) and for the cumulative
period from February 14, 1996 (inception) to March 31,
1999 (unaudited)
(iv) Alexa Internet (A Development Stage Company) Notes to
Condensed Financial Statements
The required 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:
PAGE 3
5
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)
(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., AI
Acquisition, Inc., Alexa Internet and Brewster
Kahle (including the first amendment thereto)
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
PAGE 4
6
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: June 10, 1999 By: /s/ Kelyn J. Brannon
-----------------------------
Kelyn J. Brannon
Vice President of Finance,
and Chief Accounting Officer
PAGE 5
7
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger, dated as of April 24, 1999,
by and among Amazon.com, Inc., AI Acquisition, Inc., Alexa
Internet and Brewster Kahle (including the first amendment
thereto)
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
PAGE 6