As filed with the Securities and Exchange Commission on May 1, 2001
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
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 Number)
1200 12th Avenue South, Suite 1200 98144-2734
Seattle, Washington (Zip Code)
(Address of Principal Executive Offices)
AMAZON.COM, INC.
2001 STAKEHOLDER TRUST PLAN
(Full Title of the Plan)
L. Michelle Wilson
Senior Vice President and General Counsel
Amazon.com, Inc.
1200 12th Avenue South, Suite 1200
Seattle, Washington 98144-2734
(Name and Address of Agent for Service)
(206) 266-1000
(Telephone Number, Including Area Code, of Agent for Service)
--------------------------------
Copies of all communications, including all communications sent to agent for
service, should be sent to:
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W., Suite 900
Washington, D.C. 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value $0.01 per share 132,010 (1) $18.938 (2) $2,500,000 (2) $625
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(1) Pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered
pursuant to the employee benefit plan described herein. The filing of the
Form S-8 shall not be deemed an admission that the Amazon.com, Inc. 2001
Stakeholder Trust Plan is subject to registration under the Securities Act
of 1933, as amended.
(2) Based upon a per share price of $18.938, the closing price on the date that
the Company announced the Amazon.com, Inc. 2001 Stakeholder Trust Plan.
Pursuant to Rule 457(c), as provided for under Rule 457(h), the average of
the high and low closing price on April 26, 2001, was $15.75.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Amazon.com, Inc., a
Delaware corporation (the "Company") and the Amazon.com, Inc. 2001 Stakeholder
Trust Plan (the "Plan", and collectively, the "Registrants"), relating to shares
of the Company's Common Stock, par value $.01 per share (the "Common Stock"), to
be issued under the Plan.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part I
of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company heretofore filed with the Securities
and Exchange Commission (the "Commission") are hereby incorporated in this
Registration Statement by reference:
(1) The Company's most recent Annual Report on Form 10-K, which on the
date this Form S-8 is filed is the Company's Form 10-K for its fiscal
year ended December 31, 2000, filed on March 23, 2001.
(2) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended after the date of the Form 10-K referred to above, which on the
date this Form S-8 is filed is the Comany's Form 10-Q for its first
quarter ended March 31, 2001, filed on April 27, 2001.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A, filed on May 2, 1997, together
with any amendment or report filed with the Commission for the purpose
of updating such description.
All reports and other documents subsequently filed by the Company or by the
Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all such securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports and documents.
1
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein and any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement. Any
statement or document so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 Company'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 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 Company or that, being
or having been a director or officer of the Company, such person is or was
serving at the request of the Company 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.
2
The Bylaws also provide that the Company 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 Company'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 Company shall not be liable to the Company 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 Company for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.
The Company has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the Company'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.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000)
4.2 Restated Bylaws of the Company (incorporated by reference to the Company's
Current Report on Form 8-K dated February 28, 2000)
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (included on Signature Page of this Registration Statement)
3
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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)(i) and (1)(a)(ii) 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 Registrants pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(b) 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.
(c) 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.
(2) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrants' annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered
4
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
5
SIGNATURES
The Company. Pursuant to the requirements of the Securities Act of 1933,
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 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 30th day of
April, 2001.
AMAZON.COM, INC.
By: /s/ Jeffrey P. Bezos
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Jeffrey P. Bezos
President, Chief Executive
Officer and Chairman of
the Board
Each person whose signature appears below constitutes and appoints Jeffrey
P. Bezos, Warren C. Jenson and L. Michelle Wilson, and each of them, as his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for such person and in his or her name, place and stead, in
any and all capacities, to sign any or all further amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or said attorney-in-fact and agent's
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed below by the following persons in the
capacities indicated on April 30, 2001.
Signature Title
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR
/s/ Jeffrey P. Bezos
- -------------------------------------------- President, Chief Executive Officer
Jeffrey P. Bezos and Chairman of the Board
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
/s/ Warren C. Jenson
- -------------------------------------------- Senior Vice President, Chief Financial
Warren C. Jenson Officer and Chief Accounting Officer
/s/ Tom A. Alberg
- ------------------------------------ Director
Tom A. Alberg
/s/ Scott D. Cook
- ------------------------------------ Director
Scott D. Cook
/s/ L. John Doerr
- ------------------------------------ Director
L. John Doerr
/s/ Patricia Q. Stonesifer
- ------------------------------------ Director
Patricia Q. Stonesifer
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Amazon.com, Inc. 2001 Stakeholder Trust Plan 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 30th day of
April, 2001.
AMAZON.COM, INC.
By: /s/ Jeffrey P. Bezos
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Jeffrey P. Bezos
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000)
4.2 Restated Bylaws of the Company (incorporated by reference to the Company's
Current Report on Form 8-K dated February 28, 2000)
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (included on Signature Page of this Registration Statement)