-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sqq/20iB5tKG7DM3Woif1udeJFwtWWKGtWIGA56mFgJWrc8YKEQxgOt+1XAqSL4H MqUB9RqmduSxw5b6Cuf21g== 0000891020-99-001766.txt : 19991027 0000891020-99-001766.hdr.sgml : 19991027 ACCESSION NUMBER: 0000891020-99-001766 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON COM INC CENTRAL INDEX KEY: 0001018724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 911646860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-65091 FILM NUMBER: 99733993 BUSINESS ADDRESS: STREET 1: 1200 12TH AVENUE S SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98144 BUSINESS PHONE: 2062661000 MAIL ADDRESS: STREET 1: 1200 12TH AVENUE S SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98144 POS AM 1 POST EFFECTIVE AMENDMENT NO.2 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1999 REGISTRATION NO. 333-65091 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 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 Identification incorporation or organization) Number) 1200 12TH AVENUE SOUTH, SUITE 1200 SEATTLE, WASHINGTON 98144-2734 (206) 266-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JEFFREY P. BEZOS CHIEF EXECUTIVE OFFICER AMAZON.COM, INC. 1200 12TH AVENUE SOUTH, SUITE 1200 SEATTLE, WASHINGTON 98144 (206) 266-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO: SCOTT L. GELBAND PERKINS COIE LLP 1201 THIRD AVENUE, 40TH FLOOR SEATTLE, WASHINGTON 98101-3099 (206) 583-8888 ------------- Approximate date of commencement of proposed sale to the public: THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK THAT REMAIN UNSOLD HEREUNDER AS OF THE DATE HEREOF If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ____________________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ================================================================================ 2 DEREGISTRATION OF SECURITIES On September 30, 1998, Amazon.com, Inc. ("Amazon.com") filed a registration statement on Form S-3 (No. 333-65091) (the "Form S-3") which registered 2,662,125 shares of its common stock for resale from time to time. The Form S-3 was declared effective by the Commission on October 22, 1998. Subsequent to that date, Amazon.com declared a 3-for-1 split of its common stock, which was paid on January 4, 1999, and a 2-for-1 split of its common stock, which was paid on September 1, 1999. As a result, the number of shares registered hereunder was mathematically adjusted to 15,972,750 shares of common stock. As of the date of this Post-Effective Amendment No. 2 to the Form S-3 (the "Post-Effective Amendment No. 2"), 10,085,690 shares of common stock have been sold pursuant to the Form S-3. This Post-Effective Amendment No. 2 deregisters all of the 5,887,060 shares of common stock that remain unsold hereunder as of the date hereof. [The remainder of this page is intentionally left blank.] 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington on October 6, 1999. AMAZON.COM, INC. By: /s/ Jeffrey P. Bezos --------------------------- Jeffrey P. Bezos Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - ------------------------------ ----------------------------------------- ------------------ /s/ Jeffrey P. Bezos Chairman of the Board and Chief Executive October 6, 1999 - ------------------------------ Officer (Principal Executive Officer) Jeffrey P. Bezos /s/ Joseph Galli, Jr. President, Chief Operating Officer and October 26, 1999 - ------------------------------ Director Joseph Galli, Jr. /s/ Warren C. Jenson Senior Vice President and Chief Financial October 26, 1999 - ------------------------------ Officer(Principal Financial Officer) Warren C. Jenson /s/ Kelyn J. Brannon Vice President, Finance and Chief October 26, 1999 - ------------------------------ Accounting Officer (Principal Kelyn J. Brannon Accounting Officer) *Tom A. Alberg Director October 6, 1999 - ------------------------------ Tom A. Alberg *Scott D. Cook Director October 6, 1999 - ------------------------------ Scott D. Cook *L. John Doerr Director October 6, 1999 - ------------------------------ L. John Doerr *Patricia Q. Stonesifer Director October 6, 1999 - ------------------------------ Patricia Q. Stonesifer *By:/s/ Jeffrey P. Bezos October 6, 1999 -------------------------- Jeffrey P. Bezos Attorney-in-Fact
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