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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMAZON.COM, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 91-1646860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 - 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144
(Address of principal executive offices, including zip code)
CONVERGENCE CORPORATION STOCK OPTION PLAN
(Full title of the plan)
L. MICHELLE WILSON
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMAZON.COM, INC.
1200 - 12TH AVENUE SOUTH, SUITE 1200
SEATTLE, WASHINGTON 98144
(206) 266-1000
(Name, address and telephone number, including area code, of agent for service)
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COPY TO:
SCOTT L. GELBAND
PERKINS COIE LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------- ----------------- ---------------- --------------- ------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(3) OFFERING PRICE FEE
- ------------------------------------------- ----------------- ---------------- --------------- ------------
Common Stock, $0.01 par value per share 82,414 $3.108 $256,162.058 $71.22
- ------------------------------------------- ----------------- ---------------- --------------- ------------
(1) Pursuant to an Agreement and Plan of Merger dated as of August 23, 1999 (the
"Merger Agreement"), by and among the Registrant, Caspian Acquisition, Inc.,
Convergence Corporation ("Convergence") and certain shareholders of
Convergence, the Registrant assumed outstanding options to purchase capital
stock of Convergence granted under the Convergence Corporation Stock Option
Plan (the "Convergence Assumed Options"). Appropriate adjustments have been
made to the number of shares and the per share exercise price of each
Convergence Assumed Option to reflect the ratio at which Convergence capital
stock was converted into Common Stock of the Registrant under the Merger
Agreement.
(2) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Convergence Corporation Stock Option Plan as the result of any future
stock split, stock dividend or similar adjustment to the Registrant's
outstanding Common Stock.
(3) Shares are issuable upon exercise of outstanding options with fixed exercise
prices. Pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, the proposed maximum aggregate offering price and the registration
fee have been computed based on the weighted average exercise price for
shares subject to the Convergence Assumed Options.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999;
(c) The Registrant's Current Reports on Form 8-K filed on August
27, 1998, October 26, 1998, January 5, 1999, January 27, 1999, January 28, 1999,
January 29, 1999, February 4, 1999, March 29, 1999, March 30, 1999, April 27,
1999, April 29, 1999, May 12, 1999, May 19, 1999, June 10, 1999, June 11, 1999
and July 22, 1999;
(d) The description of the Common Stock in the Registrant's
Registration Statement on Form 8-A filed on May 2, 1997, under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendments or reports for the purpose of updating such description; and
(e) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to in (a) above.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as well as
other employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Section 10 of the Registrant's Bylaws requires indemnification to the
full extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in
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connection with any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative or investigative (including, to the extent
permitted by law, any derivative action) by reason of the fact that such person
is or was serving as a director or officer of the Registrant or that, being or
having been a director or officer of the Registrant, such person is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan.
The Bylaws also provide that the Registrant may, by action of its Board
of Directors, provide indemnification to its employees and agents with the same
scope and effect as the foregoing indemnification of directors and officers.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
The Registrant has entered into certain indemnification agreements with
its officers and directors. The indemnification agreements provide the
Registrant's officers and directors with further indemnification, to the maximum
extent permitted by the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP
23.1 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Deloitte & Touche LLP, Independent Auditors
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see signature page)
99.1 Convergence Corporation Stock Option Plan
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 8th day of
October, 1999.
AMAZON.COM, INC.
By: /s/ JEFFREY P. BEZOS
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Jeffrey P. Bezos
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos, Joy D. Covey, Joseph Galli, Jr., Kelyn J. Brannon and L.
Michelle Wilson, or any one of them, as attorneys-in-fact with full power of
substitution, to execute in the name and on the behalf of each person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 8th day of October, 1999.
SIGNATURE TITLE
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/s/ JEFFREY P. BEZOS Chief Executive Officer and Chairman of the Board
- -------------------------------- (Principal Executive Officer)
Jeffrey P. Bezos
/s/ WARREN C. JENSON Senior Vice President and Chief Financial Officer
- -------------------------------- (Principal Financial Officer)
Warren C. Jenson
/s/ KELYN J. BRANNON Vice President, Finance and Chief Accounting
- -------------------------------- Officer (Principal Accounting Officer)
Kelyn J. Brannon
/s/ TOM A. ALBERG Director
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Tom A. Alberg
/s/ SCOTT D. COOK Director
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Scott D. Cook
/s/ L. JOHN DOERR Director
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L. John Doerr
/s/ JOSEPH GALLI, JR. Director, President and Chief Operating Officer
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Joseph Galli, Jr.
/s/ PATRICIA Q. STONESIFER Director
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Patricia Q. Stonesifer
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Perkins Coie LLP
23.1 Consent of Perkins Coie LLP (included in opinion filed as
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Deloitte & Touche LLP, Independent Auditors
23.5 Consent of PricewaterhouseCoopers LLP, Independent Accountants
23.6 Consent of PricewaterhouseCoopers LLP, Independent Accountants
24.1 Power of Attorney (see signature page)
99.1 Convergence Corporation Stock Option Plan