-----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, JQY1ZnK2rgDOAyNHHDBRhGrVErI/G6ypJTJajePTkuH56FyZjJZHnzE6D/HH6+vJ eGU3Dnsl+srIsdLYFQ/V+g== 0001047469-98-006518.txt : 19980218 0001047469-98-006518.hdr.sgml : 19980218 ACCESSION NUMBER: 0001047469-98-006518 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: NONE GROUP MEMBERS: BROOK H. BYERS GROUP MEMBERS: DOUGLAS P. MACKENZIE GROUP MEMBERS: JOSEPH S. LACOB GROUP MEMBERS: KEVIN R. COMPTON GROUP MEMBERS: KLEINER PERKINS CAUFIELD & BYERS VIII LP GROUP MEMBERS: KPCB VIII ASSOCIATES GROUP MEMBERS: L. JOHN DOERR GROUP MEMBERS: VINOD KHOSLA GROUP MEMBERS: WILLIAM R. HEARST III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON COM INC CENTRAL INDEX KEY: 0001018724 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 911646860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-53341 FILM NUMBER: 98542007 BUSINESS ADDRESS: STREET 1: 1516 SECOND AVE 4TH FLOOR STREET 2: PO BOX 80387 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066222335 MAIL ADDRESS: STREET 1: PO BOX 80387 STREET 2: 1516 SECOND AVE 4TH FLOOR CITY: SEATTLE STATE: WA ZIP: 98101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KLEINER PERKINS CAUFIELD & BYERS VIII LP CENTRAL INDEX KEY: 0001032458 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 770431351 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4152332750 MAIL ADDRESS: STREET 1: 2750 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. _____)(1) AMAZON.COM, INC. - ------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK - ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 0000231351 - ------------------------------------------------------------------------------- (CUSIP NUMBER) - --------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP NO. 0000231351 13G Page 2 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KLEINER PERKINS CAUFIELD & BYERS VIII, L.P., A CALIFORNIA LIMITED PARTNERSHIP ("KPCB VIII") 77-0431351 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA LIMITED PARTNERSHIP NUMBER 5 SOLE VOTING POWER -0- OF 6 SHARED VOTING POWER SHARES 3,315,966 BENEFICIALLY 7 SOLE DISPOSITIVE POWER OWNED BY -0- REPORTING 8 SHARED DISPOSITIVE POWER PERSON 3,315,966 WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,315,966 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 3 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KPCB VIII ASSOCIATES, L.P., A CALIFORNIA LIMITED PARTNERSHIP ("KPCB VIII ASSOCIATES") 94-3240818 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA LIMITED PARTNERSHIP NUMBER 5 SOLE VOTING POWER -0- OF SHARES 6 SHARED VOTING POWER 3,315,966 SHARES DIRECTLY HELD BY KPCB VIII. BENEFICIALLY KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY REPORTING 7 SOLE DISPOSITIVE POWER PERSON -0- 8 SHARED DISPOSITIVE POWER WITH 3,315,966 SHARES DIRECTLY HELD BY KPCB VIII. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,315,966 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 4 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BROOK BYERS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER OF 5,882 SHARES 6 SHARED VOTING POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE BENEFICIALLY DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB INFORMATION SCIENCES OWNED BY ZAIBATSU FUND II, L.P., A CALIFORNIA LIMITED PARTNERSHIP ("KPCB ZF II"). KPCB VIII REPORTING ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES, L.P., A CALIFORNIA LIMITED PERSON PARTNERSHIP ("KPCB VII ASSOCIATES") IS THE GENERAL PARTNER OF KPCB ZF II. MR. BYERS IS A WITH GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. BYERS DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 7 SOLE DISPOSITIVE POWER 5,882 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. BYERS IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. BYERS DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,407,258 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 5 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) KEVIN COMPTON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 5,882 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. COMPTON IS A GENERAL PARTNER REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. COMPTON DISCLAIMS BENEFICIAL PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 5,882 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. COMPTON IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. COMPTON DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,413,258 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.3% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 6 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) L. JOHN DOERR 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 5,883 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. DOERR IS A GENERAL PARTNER OF REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. DOERR DISCLAIMS BENEFICIAL OWNERSHIP OF THE PERSON SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 5,883 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. DOERR IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. DOERR DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,407,259 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 7 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) WILLIAM R. HEARST III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 4,707 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. HEARST IS A GENERAL PARTNER OF REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. HEARST DISCLAIMS BENEFICIAL OWNERSHIP OF PERSON THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 4,707 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. HEARST IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. HEARST DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,406,083 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 8 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) VINOD KHOSLA 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 5,882 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS A GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. KHOSLA IS THE GENERAL PARTNER REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. KHOSLA DISCLAIMS BENEFICIAL PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 5,882 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS A GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. KHOSLA IS THE GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. KHOSLA DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,407,258 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 9 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) JOSEPH LACOB 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 5,882 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. LACOB IS A GENERAL PARTNER OF REPORTING KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. LACOB DISCLAIMS BENEFICIAL OWNERSHIP OF THE PERSON SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 5,882 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. LACOB IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. LACOB DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,407,258 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 0000231351 13G Page 10 of 18 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DOUGLAS MACKENZIE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER 5 SOLE VOTING POWER 5,882 OF 6 SHARED VOTING POWER SHARES 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES BENEFICIALLY ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. OWNED BY KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. MACKENZIE IS A GENERAL PARTNER REPORTING OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. MACKENZIE DISCLAIMS BENEFICIAL PERSON OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. WITH 7 SOLE DISPOSITIVE POWER 5,882 8 SHARED DISPOSITIVE POWER 3,401,376 SHARES OF WHICH 3,315,966 SHARES ARE DIRECTLY HELD BY KPCB VIII AND 85,410 SHARES ARE DIRECTLY HELD BY KPCB ZF II. KPCB VIII ASSOCIATES IS THE GENERAL PARTNER OF KPCB VIII. KPCB VII ASSOCIATES IS THE GENERAL PARTNER OF KPCB ZF II. MR. MACKENZIE IS A GENERAL PARTNER OF KPCB VIII ASSOCIATES AND KPCB VII ASSOCIATES. MR. MACKENZIE DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HELD DIRECTLY BY KPCB VIII AND KPCB ZF II. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,407,258 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 14.2% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 18 Pages ITEM 1(a) NAME OF ISSUER: Amazon.com, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1516 Second Avenue, 2nd Floor Seattle, WA 98101 ITEM 2(a)-(c) NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING: This statement is being filed by KPCB VIII Associates, whose principal business address is 2750 Sand Hill Road, Menlo Park, California 94025. The names and business addresses and citizenships of all the general partners of KPCB VIII Associates are set forth on Exhibit B hereto. In addition, certain general partners of KPCB VIII Associates are also general partners of KPCB VII Associates. KPCB VIII Associates is general partner to KPCB VIII. KPCB VII Associates is general partner to KPCB ZF II. With respect to KPCB VIII Associates, this statement relates only to KPCB VIII Associates and, for those general partners of KPCB VIII Associates who are also general partners of KPCB VII Associates, KPCB VIII Associates' indirect, beneficial ownership of the shares of Common Stock of Amazon.com, Inc., held directly by KPCB VIII and KPCB ZF II (the "Shares") and, to the extent applicable, to the shares over which each general partner exercises sole voting and dispositive control. The Shares are held directly by KPCB VIII and KPCB ZF II, and KPCB VIII Associates and KPCB VII Associates do not directly or otherwise hold any Shares. Management of the business affairs of KPCB VIII Associates and KPCB VII Associates, including decisions respecting disposition and/or voting of the Shares, is by majority decision of the general partners of KPCB VIII Associates and KPCB VII Associates, respectively, each of whom disclaims beneficial ownership of the Shares. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(e) CUSIP NUMBER: Page 12 of 18 Pages 0000231351 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP. See items 5-11 of cover sheets hereto. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreements of KPCB VIII, KPCB VIII Associates, KPCB VII Associates and KPCB ZF II, the general and limited partners of such entities may have the right to receive dividends on, or the proceeds from the sale of the Shares of Amazon.com, Inc., held by such entity. No such partner's rights relate to more than five percent of the class. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable ITEM 10. CERTIFICATION. Not Applicable Page 13 of 18 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 1998 BROOK H. BYERS KPCB VIII ASSOCIATES, L.P., A KEVIN R. COMPTON CALIFORNIA L. JOHN DOERR LIMITED PARTNERSHIP WILLIAM R. HEARST III VINOD KHOSLA JOSEPH S. LACOB DOUGLAS P. MACKENZIE By: /s/ Kevin R. Compton -------------------------- A General Partner By: /s/ Michael S. Curry KLEINER PERKINS CAUFIELD & ----------------------------- BYERS VIII, L.P., A CALIFORNIA Michael S. Curry LIMITED PARTNERSHIP Attorney-in-Fact By KPCB VIII Associates, L.P., a California Limited Partnership, its General Partner By: /s/ Kevin R. Compton -------------------------- A General Partner Page 14 of 18 Pages EXHIBIT INDEX Found on Sequentially Exhibit Numbered Page - ------- ------------- Exhibit A: Agreement of Joint Filing 16 Exhibit B: List of General Partners of KPCB VIII Associates 17 Page 15 of 18 Pages EXHIBIT A AGREEMENT OF JOINT FILING The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the amended statement dated February 10, 1998, containing the information required by Schedule 13G, for the Shares of Amazon.com, Inc., held by Kleiner Perkins Caufield & Byers VIII, L.P., a California limited partnership, and with respect to the general partners, such other holdings as may be reported therein. Date: February 10, 1998 BROOK H. BYERS KLEINER PERKINS CAUFIELD & KEVIN R. COMPTON BYERS VIII, L.P., A CALIFORNIA L. JOHN DOERR LIMITED PARTNERSHIP WILLIAM R. HEARST III VINOD KHOSLA By KPCB VIII Associates, L.P., JOSEPH S. LACOB a California Limited Partnership, DOUGLAS P. MACKENZIE its General Partner By: /s/ Michael S. Curry By: /s/ Kevin R. Compton ------------------------------ ---------------------------- Michael S. Curry A General Partner Attorney-in-Fact KPCB VIII ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP By: /s/ Kevin R. Compton ------------------------------ A General Partner Page 16 of 18 Pages EXHIBIT B General Partners of KPCB VIII ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP Set forth below, with respect to each general partner of KPCB VIII Associates, is the following: (a) name; (b) business address; and (c) citizenship. 1. (a) Brook H. Byers* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen 2. (a) Kevin R. Compton* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen 3. (a) L. John Doerr* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen 4. (a) William R. Hearst III* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen 5. (a) Vinod Khosla* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen Page 17 of 18 Pages 6. (a) Joseph S. Lacob* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen 7. (a) Douglas P. MacKenzie* (b) c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 (c) United States Citizen - --------------------- * Listed individual is also a general partner of KPCB VII Associates, L.P., a California limited partnership. -----END PRIVACY-ENHANCED MESSAGE-----