-----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, WdTXHuuVna0dYIjIHhaGVhqEM7zz3i0FfsH59bNNW8U4RqhU6hp4j49tc8SISRAy iWjKUZ6Nbc3wddR7TbE1cw== 0000891020-00-000182.txt : 20000211 0000891020-00-000182.hdr.sgml : 20000211 ACCESSION NUMBER: 0000891020-00-000182 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUGSTORE COM INC CENTRAL INDEX KEY: 0001086467 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 043416255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57797 FILM NUMBER: 530016 BUSINESS ADDRESS: STREET 1: 13920 SOUTHEAST EASTGATE SUITE 300 CITY: BELLEVUE STATE: WA ZIP: 98005 BUSINESS PHONE: 4258815131 MAIL ADDRESS: STREET 1: 13920 SOUTHEAST EASTGATE WAY STREET 2: SUITE 300 CITY: BELLEVUE STATE: WA ZIP: 98005 FILED BY: 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: SC 13D 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 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AMENDMENT NO. ___ DRUGSTORE.COM, INC. --------------------------- (Name of Issuer) COMMON STOCK -------------------------------------- (Title of Class of Securities) 26224110 --------------------------------------------- (CUSIP Number of Class of Securities) L. Michelle Wilson Scott L. Gelband Amazon.com, Inc. with a copy to: Perkins Coie LLP 1200 12th Avenue South, Suite 1200 1201 Third Avenue, 40th Floor Seattle, WA 98144 Seattle, Washington 98101 (206) 266-1000 (206) 583-8888 - --------------------------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 2, 1999 -------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 Pages) 2 SCHEDULE 13D - ---------------------- ---------------------- CUSIP No. 26224110 PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Amazon.com, Inc. 91-1646860 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 12,355,745 NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY Not Applicable OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,355,745 PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER Not Applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY AMAZON.COM 12,355,745 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 27.8%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- - --------------- (1) This percentage is based on 43,366,681 shares of Common Stock outstanding as of October 3, 1999, as indicated in drugstore.com's most recent filing with the Securities and Exchange Commission, plus 1,066,667 shares of Common Stock issued to Amazon.com in January 2000. 3 ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, $0.001 par value per share (the "Common Stock"), of drugstore.com, inc., a Delaware corporation. The principal executive and business office of drugstore.com is located at 13920 South Eastgate Way, Suite 300, Bellevue, Washington 98005. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Amazon.com, Inc., a Delaware corporation, whose principal business is the online retailing of books, music, videos, DVDs, toys, electronics, home improvement products and software. The address of Amazon.com's principal executive and business office is 1200 12th Avenue South, Suite 1200, Seattle, Washington 98144. The following provides certain information as to the directors and executive officers of Amazon.com (where no business address is given, the address is that of Amazon.com's principal executive and business offices stated in this Item 2):
DIRECTORS: - -------------------------------------------------------------------------------- NAME PRINCIPAL OCCUPATION AND BUSINESS ADDRESS - -------------------------------------------------------------------------------- Jeffrey P. Bezos Chairman of the Board and Chief Executive Officer of Amazon.com P.O. Box 81226 Seattle, WA 98108-1226 - -------------------------------------------------------------------------------- Joseph Galli, Jr. President and Chief Operating Officer of Amazon.com P.O. Box 81226 Seattle, WA 98108-1226 - -------------------------------------------------------------------------------- Tom A. Alberg Principal in Madrona Investment Group, L.L.C. Madrona Investment Partners 1000 Second Avenue, Suite 3700 Seattle, WA 98104 - -------------------------------------------------------------------------------- Scott D. Cook Chairman of the Executive Committee of the Board of Intuit, Inc. Intuit, Inc. 2535 Garcia Ave. Mountain View, CA 94043 - -------------------------------------------------------------------------------- L. John Doerr General Partner Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 - --------------------------------------------------------------------------------
4 - -------------------------------------------------------------------------------- Patricia Q. Stonesifer President and Chairman of the Bill & Melinda Gates Foundation Bill & Melinda Gates Foundation P.O. Box 23350 Seattle, WA 98102 - --------------------------------------------------------------------------------
EXECUTIVE OFFICERS: - -------------------------------------------------------------------------------- NAME PRINCIPAL OCCUPATION AND BUSINESS ADDRESS(1) - -------------------------------------------------------------------------------- Jeffrey P. Bezos Chief Executive Officer and Chairman of the Board - -------------------------------------------------------------------------------- Joseph Galli, Jr. President and Chief Operating Officer - -------------------------------------------------------------------------------- Warren Jenson Senior Vice President, Chief Financial Officer - -------------------------------------------------------------------------------- John D. Risher Senior Vice President, Product Development - -------------------------------------------------------------------------------- Richard Dalzell Vice President and Chief Information Officer - -------------------------------------------------------------------------------- Mark Britto Vice President, Strategic Alliances - -------------------------------------------------------------------------------- Jeff Wilke Vice President and General Manager, Operations - --------------------------------------------------------------------------------
(1) The present principal occupation of all executive officers of Amazon.com is with Amazon.com. The business address of all executive officers is Amazon.com, Inc., P.O. Box 81226, Seattle, Washington 98108-1226. During the last five years, neither Amazon.com, nor to the best of its knowledge, any of its directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each director and executive officer of Amazon.com is a citizen of the United States of America. 5 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Before drugstore.com registered the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Amazon.com acquired 10,733,523 shares of convertible preferred stock of drugstore.com (the "Preferred Stock"). Amazon.com acquired 5,000,000 shares of Series A Preferred Stock in August 1998 as consideration for Amazon.com's obligations under a technology licensing and advertising agreement with drugstore.com. Amazon.com purchased 3,177,612 shares of Series B Preferred Stock in October 1998 and December 1998 for $3.35 per share, for an aggregate purchase price of $10,645,000, which Amazon.com obtained from its working capital. Amazon.com purchased 2,555,911 shares of Series C Preferred Stock in March 1999 for $7.825 per share, for an aggregate purchase price of $20,000,003, which Amazon.com obtained from its working capital. The Preferred Stock converted into Common Stock on a one-to-one basis at the closing of drugstore.com's initial public offering in July 1999. Concurrent with drugstore.com's initial public offering, drugstore.com issued 555,555 shares of Common Stock to Amazon.com in a private placement transaction. Amazon.com obtained the cash consideration of $9,999,990 for these shares from its working capital. In January 2000, Amazon.com acquired 1,066,667 shares of Common Stock in a private placement transaction. Amazon.com obtained the cash consideration of $30,000,009.37 for these shares from its working capital. None of the funds used to purchase the shares of Common Stock or Preferred Stock consisted of funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION Amazon.com acquired the securities covered by this Schedule 13D as a strategic investment. Amazon.com expects to evaluate on an ongoing basis drugstore.com's financial condition, business operations and prospects, the market price of the Common Stock, alternative investment opportunities, conditions in the securities market generally and other factors. Accordingly, Amazon.com reserves the right to change its plans and intentions at any time. In particular, Amazon.com may, at any time and from time to time, acquire or dispose of shares of Common Stock pursuant to public or private offerings or otherwise. To the knowledge of Amazon.com, each of the directors and officers listed in Item 2 (as applicable) may make the same evaluation and reserves the same rights. Other than as discussed above, neither Amazon.com nor, to the best of Amazon.com's knowledge, any of the individuals named in Item 2 (as applicable), presently has any plans or proposals that relate to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 6 ITEM 5. INTEREST IN SECURITIES OF DRUGSTORE.COM. (a) As of the date of this Schedule 13D, Amazon.com beneficially owns 12,355,745 shares of Common Stock. Based on 43,366,681 shares of Common Stock outstanding as of October 3, 1999 plus 1,066,667 shares issued to Amazon.com in January 2000, Amazon.com's beneficial ownership represents approximately 27.8% of the total outstanding shares of Common Stock. Amazon.com does not beneficially own any outstanding shares of Common Stock of drugstore.com other than these 12,355,745 shares of Common Stock. The table below summarizes the beneficial ownership of Amazon.com's directors and executive officers:
DIRECTORS: - -------------------------------------------------------------------------------- SHARES OF DRUGSTORE.COM COMMON STOCK NAME BENEFICIALLY OWNED - -------------------------------------------------------------------------------- Jeffrey P. Bezos -- - -------------------------------------------------------------------------------- Joseph Galli, Jr. -- - -------------------------------------------------------------------------------- Tom A. Alberg -- - -------------------------------------------------------------------------------- Scott D. Cook -- - -------------------------------------------------------------------------------- L. John Doerr(1) 7,033,271 - -------------------------------------------------------------------------------- Patricia Q. Stonesifer -- - -------------------------------------------------------------------------------- Warren Jensen -- - -------------------------------------------------------------------------------- John D. Risher -- - -------------------------------------------------------------------------------- Richard Dalzell -- - -------------------------------------------------------------------------------- Mark Britto -- - -------------------------------------------------------------------------------- Jeff Wilke -- - --------------------------------------------------------------------------------
(1) Includes 6,313,633 shares held by Kleiner Perkins Caulfield & Byers VIII, L.P. ("KPCB VIII"), 365,600 shares held by KPCB VIII Founders Fund, L.P., and 351,538 shares held by KPCB Life Sciences Zaibatsu Fund II, L.P. and 2,500 shares held by KPCB IX Associates LLC. KPCB VIII and KPCB VIII Founders Fund, L.P. are wholly controlled by KPCB VIII Associates, L.P. KPCB Life Sciences Zaibatsu Fund II, L.P. is wholly controlled by KPCB VII Associates, L.P. As a general partner of each of KPCB VIII Associates and KPCB VII Associates, L.P., Mr. Doerr may be deemed to beneficially own the shares controlled by those entities. Mr. Doerr disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in the shares. 7 Amazon.com disclaims beneficial ownership of all shares beneficially owned by any of its executive officers and directors. (b) Amazon.com has the sole power to vote and to direct the vote of, and the sole power to dispose of and to direct the disposition of, all 12,355,745 shares of Common Stock covered by this Schedule 13D. John Doerr has shared voting power to vote and direct the vote of, and shared power to dispose of and direct the disposition of, 7,033,271 shares of Common Stock covered by this Schedule 13D. (c) Neither Amazon.com nor any of its directors and officers has effected any transactions in the Common Stock during the past 60 days. (d) No other person is known to Amazon.com to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Amazon.com on the date of this Schedule 13D. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF DRUGSTORE.COM Under the Fourth Amended and Restated Voting Agreement dated July 9, 1999, Amazon.com may designate two directors on drugstore.com's board of directors. This right terminates if Amazon.com ceases to beneficially own at least 5% of the then-outstanding securities of drugstore.com entitled to vote in an election of directors. Under the Fourth Amended and Restated Investors' Rights Agreement dated May 19, 1999 and its Second Addendum dated July 26, 1999 (the "Investors' Rights Agreement"), Amazon.com has certain registration rights with respect to its shares of Common Stock. The holders of 33% of the Registrable Securities (as defined in the Investors' Rights Agreement) of drugstore.com have the right to require, on two occasions, the registration by drugstore.com under the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities. This right, which is exercisable beginning January 27, 2000, is subject to a minimum aggregate anticipated offering price of $5,000,000. Amazon.com also has the right to have the Registrable Securities beneficially owned by Amazon.com included in a registration statement filed by drugstore.com under the Securities Act, subject to customary exceptions. In addition, the holders of at least 20% of the Registrable Securities have the right, on two occasions in each 12-month period, to require drugstore.com to effect a registration on Form S-3 of the Registrable Securities, subject to a minimum aggregate anticipated offering price of $500,000. All of the shares of Common Stock beneficially owned by Amazon.com, other than those acquired in January 2000, are Registrable Securities and constitute approximately 32% of the Registrable Securities. All registration rights of Amazon.com under the Investors' Rights Agreement terminate on the earlier of July 30, 2004 or such time as Amazon.com may sell all of its shares during a three-month period under Rule 144 under the Exchange Act or other exemption from registration. In connection with the acquisition of the shares of Common Stock by Amazon.com in January 2000, drugstore.com agreed to use its reasonable best efforts to amend the Investors' Rights Agreement to include those shares as Registrable Securities, subject to certain exceptions. 8 Under the Investors' Rights Agreement, Amazon.com may not acquire beneficial ownership of more than 40% of the securities of drugstore.com entitled to vote in an election of directors, or securities convertible into or exchangeable for such voting securities, without the consent of a majority of drugstore.com's board of directors. Amazon.com must notify drugstore.com of any future acquisition of such voting securities. This standstill agreement terminates on the earlier of August 10, 2002 or upon a merger, consolidation, sale of substantially all of drugstore.com's assets or other transaction that results in drugstore.com's stockholders owning less than 50% of the voting power of the surviving entity or that disposes of more than 50% of the voting power of drugstore.com. This agreement is subject to limited exceptions in the event of a proxy contest, tender offer or exchange offer that may result in a change of control of drugstore.com. Under the Investors' Rights Agreement, drugstore.com (or Kleiner Perkins Caufield & Byers VIII and its affiliated funds, as the permitted assignee of drugstore.com) has a right of first refusal on any shares of Common Stock that Amazon.com proposes to sell. If drugstore.com declines to purchase all of the shares Amazon.com proposes to offer, Kleiner Perkins or its affiliated funds may elect to purchase all of the offered shares. This right of first refusal does not apply to Common Stock registered under the Securities Act, transfers by Amazon.com to a wholly-owned subsidiary, Common Stock sold in a transaction in which more than 80% of the voting power of drugstore.com is disposed of, or sales or transfers to a third party of less than 10% of the Common Stock then beneficially owned by Amazon.com. The right of first refusal terminates on the earlier of August 10, 2002 or upon a merger, consolidation, sale of substantially all of drugstore.com's assets or other transaction that results in drugstore.com's stockholders owning less than 50% of the voting power of the surviving entity or that disposes of more than 50% of the voting power of drugstore.com. Under the Investors' Rights Agreement and a Lock-up Agreement entered into in connection with drugstore.com's initial public offering, Amazon.com agreed not to sell, transfer or otherwise dispose of the Common Stock it beneficially owns until January 22, 2000. The descriptions of the Investors' Rights Agreement, the Fourth Amended and Restated Voting Agreement and Lock-up Agreement do not purport to be complete and are qualified in their entirety by the provisions of these agreements. 9 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER - ------- 4.1 Fourth Amended and Restated Investors Rights Agreement, dated as of May 18, 1999, by and among drugstore.com, inc. and certain Investors (incorporated by reference to Exhibit 10.12 to Amendment No. 3 to drugstore.com's Registration Statement on Form S-1 (file no. 333-78813), filed with the SEC on July 8, 1999) 4.2 Addendum to Fourth Amended and Restated Investors Rights Agreement, dated as of June 17, 1999 (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to drugstore.com's Registration Statement on Form S-1 (file no. 333-78813), filed with the SEC on June 28, 1999) 4.3 Second Addendum to Fourth Amended and Restated Investors Rights Agreement, dated July 26, 1999 10.1 Fourth Amended and Restated Voting Agreement, dated as of July 9, 1999, by and among drugstore.com, inc., Jed. A. Smith, Peter M. Neupert, and the holders of Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock 10.2 Lockup Letter Agreement, dated as of May 5, 1999, between Morgan Stanley & Co. Incorporated and drugstore.com
10 SIGNATURE 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. Dated: February 4, 2000 AMAZON.COM, INC. /s/ MARK BRITTO ------------------------------------------ By: Mark Britto Its: Vice President of Strategic Alliances 11 EXHIBIT INDEX
EXHIBIT NUMBER - ------- 4.1 Fourth Amended and Restated Investors Rights Agreement, dated as of May 18, 1999, by and among drugstore.com, inc. and certain Investors (incorporated by reference to Exhibit 10.12 to Amendment No. 3 to drugstore.com's Registration Statement on Form S-1 (file no. 333-78813), filed with the SEC on July 8, 1999) 4.2 Addendum to Fourth Amended and Restated Investors Rights Agreement, dated as of June 17, 1999 (incorporated by reference to Exhibit 10.25 to Amendment No. 2 to drugstore.com's Registration Statement on Form S-1 (file no. 333-78813), filed with the SEC on June 28, 1999) 4.3 Second Addendum to Fourth Amended and Restated Investors Rights Agreement, dated July 26, 1999 10.1 Fourth Amended and Restated Voting Agreement, dated as of July 9, 1999, by and among drugstore.com, inc., Jed. A. Smith, Peter M. Neupert, and the holders of Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock 10.2 Lockup Letter Agreement, dated as of May 5, 1999, between Morgan Stanley & Co. Incorporated and drugstore.com
EX-4.3 2 RESTATED INVESTOR RIGHTS AGREEMENT 1 EXHIBIT 4.3 DRUGSTORE.COM, INC. SECOND ADDENDUM TO FOURTH AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Second Addendum (this "Addendum") dated as of July 26, 1999, to the Fourth Amended and Restated Investors' Rights Agreement dated as of May 18, 1999 (the "Rights Agreement"), by and among drugstore.com, inc., a Delaware corporation (the "Company") and the parties listed on Exhibit A hereto hereby adds certain securities to the definition of "registrable securities" under the Rights Agreement. A prior Addendum to the Rights Agreement dated as of June 17, 1999 remains in full force and effect. RECITALS A. The Company and Amazon.com, Inc. ("Amazon.com") have entered into a letter agreement (the "Letter Agreement"), a copy of which is attached as Exhibit B hereto, pursuant to which the Company will sell to Amazon.com and Amazon.com will purchase from the Company $10,000,000 of shares of the Company's Common Stock in a private placement transaction to be closed concurrently with the closing of the Company's initial public offering of Common Stock (the "Amazon Private Placement"). The Company and the Investors party to the Rights Agreement are willing to grant Amazon.com registration rights with regard to such shares. B. On July 9, 1999, the Company's board of directors resolved to contribute 200,000 shares of Common Stock with registration rights to the drugstore.com Foundation. C. Pursuant to Section 5.2 of the Rights Agreement, this Addendum is being executed by the Company and the holders of at least two-thirds (2/3) of the Registrable Securities presently outstanding, thereby permitting the Rights Agreement be amended hereby. D. Capitalized terms used herein and not defined shall have the meanings given to them in the Rights Agreement. AGREEMENT 1. The parties agree that for purposes of Section 1 of the Rights Agreement, shares of Common Stock of the Company issued to Amazon.com pursuant to the Amazon Private Placement and shares of Common Stock given to the drugstore.com Foundation by the Company shall be deemed to be "Registrable Securities" for all purposes and subject to all conditions of the Rights Agreement. The drugstore.com Foundation shall become a party to the Rights Agreement upon execution of this Addendum. 2. Each Investor hereby waives its right of first offer under Section 2.3 of the Rights Agreement with respect to the sale of shares of Common Stock to Amazon.com in the Amazon Private Placement and the transfer of shares for no consideration to the drugstore.com Foundation. 3. This Addendum shall become effective upon the closing of the Amazon Private Placement. Upon such effectiveness: (a) all references in any document to the Rights Agreement shall be deemed to be references to the Rights Agreement as modified by this Addendum; and 2 (b) except as specifically modified hereby, the Rights Agreement shall continue in full force and effect in accordance with the provisions thereof. 4. This Addendum shall automatically terminate if the Amazon Private Placement is not consummated prior to November 30, 1999. If such termination occurs, this Addendum shall become void and of no further effect. 5. This Addendum, which shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws, may be executed in counterparts. [Signature Page Follows] -2- 3 EXHIBIT A INVESTORS Name and Address - ------------------------------------------------------------- Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 General Nutrition Companies, Inc. 300 6th Avenue Pittsburgh, PA 15222 Vulcan Ventures Incorporated 110th Avenue Northeast, Suite 550 Bellevue, Washington 98004 Kleiner Perkins Caufield & Byers VIII 2750 Sand Hill Road Menlo Park, CA 94025 KPCB VIII Founders Fund, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 KPCB Life Sciences Zaibatsu Fund II, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 David Whorton c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 Amazon.com, Inc. 1516 2nd Avenue Seattle, WA 98101 Attn: General Counsel Peter M. Neupert 13920 SE Eastgate Way, Suite 300 Bellevue, WA 98005 Maveron Equity Partners, L.P. 800 Fifth Avenue, Suite 4100 -1- 4 Maveron Equity Partners, L.P. 800 Fifth Avenue, Suite 4100 Seattle, WA 98104 Liberty DS, Inc. 8101 Prentice Avenue, Suite 500 Englewood, CO 80111 -2- 5 The parties have executed this Second Addendum to the Fourth Amended and Restated Investors' Rights Agreement as of the date first above written. COMPANY: INVESTORS: DRUGSTORE.COM, INC., RITE AID CORPORATION, By: /s/ Peter M. Neupert By: /s/ Martin L. Grass ---------------------- -------------------------------- Peter M. Neupert Name: Martin L. Grass President Title: Chairman of the Board & CEO Address: Address: 13920 SE Eastgate Way 30 Hunter Lane Suite 300 Camp Hill, PA 17011 Bellevue, WA 98005 GENERAL NUTRITION COMPANIES, INC., By: /s/ James M. Sander Name: James M. Sander Title: VP Address: ------------------------------------ ------------------------------------ VULCAN VENTURES INCORPORATED, By: /s/ William D. Savoy ---------------------------- Name: William D. Savoy Title: Vice President Address: 110 110th Avenue NE, Suite 550 Bellevue, WA 98004 KLEINER PERKINS CAUFIELD & BYERS VIII, L.P., By: KPCB VIII Associates, L.P., its General Partner By: /s/ L. John Doerr ------------------------ a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 -3- 6 KPCB VIII FOUNDERS FUND, L.P., By: KPCB VIII Associates, L.P., its General Partner By: /s/ L. John Doerr ----------------------- a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 KPCB LIFE SCIENCES ZAIBATSU FUND II, L.P., By: KPCB VII Associates, L.P., its General Partner By: /s/ L. John Doerr ----------------------- a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 AMAZON.COM, INC. By: /s/ Randy Tinsley ----------------------- Name: Randy Tinsley Title: V.P. Corporate Development Address: 1516 2nd Avenue Seattle, WA 98101 PETER NEUPERT By: /s/ Peter Neupert ----------------------- Address: 13920 SE Eastgate Way, Suite 300 Bellevue, WA 98005 DRUGSTORE.COM FOUNDATION By: /s/ Alesia Pinney ----------------------- Name: Alesia Pinney Title: Secretary Address: 13920 SE Eastgate Way, Suite 300 Bellevue, WA 98005 -4- 7 MAVERON EQUITY PARTNERS, L.P. By: /s/ Dan Levitan ----------------------- Name: Title: Address: 800 Fifth Ave., Suite 4100 Seattle, WA 98104 -5- EX-10.1 3 FOURTH AMENDED AND RESTATED VOTING AGREEMENT 1 EXHIBIT 10.1 DRUGSTORE.COM, INC. FOURTH AMENDED AND RESTATED VOTING AGREEMENT This Fourth Amended and Restated Voting Agreement (this "Agreement") is made as of July 9, 1999, by and among drugstore.com, inc., a Delaware corporation (the "Company"), Jed A. Smith (the "Founder"), Peter M. Neupert ("Neupert") and the holders of shares of Series A Preferred Stock, Series D Preferred Stock and Series E Preferred Stock listed on Exhibit A (collectively, the "Investors" and each individually, an "Investor") and terminates and supersedes in all respects that certain Third Amended and Restated Voting Agreement dated June 17, 1999, by and among the Company and certain of the Investors (the "Prior Agreement"). RECITAL To correctly reflect the intentions of the parties at the time of the execution of the Prior Agreement and pursuant to Section 4.2 of the Prior Agreement, this Agreement is being executed by the Company, the Founder, and holders of at least two-thirds (2/3) of the Company's capital stock held by the Investors who were parties to the Prior Agreement, thereby permitting the Prior Agreement to be terminated and superseded by this Agreement. AGREEMENT The parties agree as follows: 1. ELECTION OF DIRECTORS. The number of authorized directors of the Company will initially be set at nine (9). At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Company's Board of Directors (the "Board") are to be elected, or wherever members of the Board are to be elected by written consent, the Founder, Neupert and the Investors agree to vote or act with respect to their shares so as to elect: (a) Two (2) persons designated by Kleiner Perkins Caufield & Byers VIII ("KPCB"). One such designee may be made at KPCB's sole discretion and the other such designee shall be reasonably acceptable to a majority of the remaining Board members (excluding the KPCB designees). Such persons shall initially be John Doerr and Brook Byers. Notwithstanding the foregoing, the parties hereto shall not be obligated to vote or act to elect any representative of KPCB if KPCB, together with all of its affiliates, does not hold at least 2 2,000,000 shares of Series A Preferred Stock (as adjusted for any future stock splits, stock dividends, recapitalizations and the like); (b) Two (2) persons designated by Amazon.com, Inc. ("Amazon.com"). One such designee may be made at Amazon.com's sole discretion and the other such designee shall be reasonably acceptable to a majority of the remaining Board members (excluding the Amazon.com designees). Such persons shall initially be Jeffrey Bezos and such other designee as may be named at any time by Amazon.com; (c) One (1) person designated by Vulcan Ventures Incorporated ("Vulcan"). Such person shall initially be William Savoy. Notwithstanding the foregoing, the parties hereto shall not be obligated to vote or act to elect any representative of Vulcan (i) until that certain convertible Promissory Note, dated May 19, 1999 (the "Vulcan Note") is converted into shares of the Company's equity securities and (ii) if Vulcan, together with all of its affiliates, does not hold at least 2,000,000 shares of Series D Preferred Stock (as adjusted for any future stock splits, stock dividends, recapitalizations and the like after May 19, 1999); (d) One (1) person designated by Rite Aid on or after January 1, 2000. Notwithstanding the foregoing, the parties hereto shall not be obligated to elect any representative of Rite Aid if (x) Rite Aid does not beneficially own at least 5% of the then-outstanding securities of the Company entitled to vote for the election of directors of the Company or (y) each of the Main Agreement dated as of June 17, 1999 between the Company and Rite Aid, the Governance Agreement dated as of June 17, 1999 between the Company and Rite Aid ("Rite Aid Governance Agreement") and the Pharmacy Supply and Services Agreement dated as of June 17, 1999 between the Company and Rite Aid shall have terminated; (e) Jed Smith, unless the Board has determined by majority vote (excluding Mr. Smith) that Mr. Smith is no longer a valuable contributor to the Company and therefore should no longer continue to serve as a director; and (f) Peter Neupert, unless the Board has determined by majority vote (excluding Mr. Neupert) that Mr. Neupert is no longer a valuable contributor to the Company and therefore should no longer continue to serve as a director. Notwithstanding the provisions of paragraphs (a) and (b) above, at any time after the date of this Agreement, either KPCB or Amazon.com may (by written notice to the other party and the Company) withdraw its right to designate two Board members. In such event, 2 3 KPCB and Amazon.com shall each cause one of its designees to resign from the Board; thereafter, KPCB and Amazon.com shall each have the right to designate one Board member, selected in such party's sole discretion. In the event of any termination, removal or resignation of any director (other than as provided in the previous paragraph), the parties hereto shall take all actions necessary and appropriate to cause such vacancy to be filled in the manner by which such director was elected pursuant to the terms of this Agreement. 2. ADDITIONAL REPRESENTATIONS AND COVENANTS. 2.1 NO REVOCATION. The voting agreements contained herein are coupled with an interest and may not be revoked during the term of this Agreement. 2.2 CHANGE IN NUMBER OF DIRECTORS. The Founder and the Investors will not vote for any amendment or change to the Company's Sixth Amended and Restated Certificate of Incorporation or Bylaws providing for the election of more than nine (9) directors, or any other amendment or change to the Certificate of Incorporation or Bylaws inconsistent with the terms of this Agreement. 2.3 LEGENDS. Each certificate representing shares of the Company's capital stock held by the Founder or the Investors or any assignee of the Founder or Investors shall bear the following legend: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY (A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." 2.4 VULCAN DIRECTOR. The parties hereto agree to take reasonable steps to fill the vacancy on the Board with the person nominated by Vulcan pursuant to Section 1(c) as soon as practicable following the conversion of the Vulcan Note into equity securities of the Company. 3. TERMINATION. 3.1 TERMINATION EVENTS. (a) This Agreement shall terminate when the Company shall sell, convey, or otherwise dispose of all or substantially all of its property or business or merge or consolidate with any other corporation (other than a wholly-owned subsidiary corporation) where the stockholders of the Company own less than fifty percent (50%) of the voting power of the surviving entity after such merger or consolidation, provided that this subsection shall not apply to a merger 3 4 effected exclusively for the purpose of changing the domicile of the Company. (b) The rights and obligations of the Founder, Neupert and the Investors pursuant to Sections 1(a), 1(b), 1(c), 1(d), 1(e) and 1(f) shall terminate upon the consummation of an underwritten public offering by the Company of shares of its Common Stock pursuant to a registration statement filed under the Securities Act of 1933, which results in gross proceeds in excess of $15,000,000 and the public offering price of which is at least $5.00 per share (appropriately adjusted for any stock split, dividend, combination or other recapitalization); provided, however, that on the first business day following the termination of Amazon.com's rights under Section 1(b) pursuant to this Section 3.1(b), the Company will cause the Board to nominate, recommend and solicit proxies (if necessary) for election to the Board of one person designated by Amazon.com, provided that this obligation shall be deemed fulfilled in the event an Amazon.com designated director is already sitting on the Board at such time. Thereafter, in the event of a vacancy in an Amazon.com Board seat, or in any Board election in which an Amazon.com designated director is up for re-election, unless a second Amazon.com designated director is then serving on the Board, the Company will cause the vacancy to be filled with an Amazon.com designated director or will cause such Amazon.com designated director to be included on the slate of directors proposed by the Board at such election and cause the Board to recommend and solicit proxies (if necessary) in favor of such Amazon.com designated director. Notwithstanding any of the foregoing, the Company's obligations under this Section 3.1(b) will terminate on the earlier of: (i) the date Amazon.com ceases to beneficially own at least 5% of the then-outstanding shares of Common Stock; and (ii) termination of this Agreement for any reason including, a termination pursuant to Section 3.1(a). (c) The rights and obligations of the Founder, Neupert and the Investors pursuant to Sections 1(a), 1(c), 1(e) and 1(f) shall terminate when the Company shall effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this subsection shall not apply to any transaction or series of related transactions effected exclusively for purpose of changing the domicile of the Company, provided that this subsection shall not apply to a transaction or series of transactions effected 4 5 exclusively for the purpose of changing the domicile of the Company. (d) Notwithstanding the termination of the rights and obligations of the Founder, Neupert and the Investors pursuant to Section 3.1(b) of this Agreement, following any such termination Founder, Neupert and the Investors (but not any transferee of any shares held by the Founder, Neupert and the Investors) agree to vote or act with respect to their shares so as to elect the nominee for director who is designated by Amazon.com in accordance with Section 3.1(b) of this Agreement and the nominee for director designated by Rite Aid in accordance with Section 3.1 of the Rite Aid Governance Agreement. 3.2 REMOVAL OF LEGEND. At any time after the termination of this Agreement in accordance with Section 3.1, any holder of a stock certificate legended pursuant to Section 2.3 may surrender such certificate to the Company for removal of the legend, and the Company will duly reissue a new certificate without the legend. 4. MISCELLANEOUS. 4.1 SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 4.2 AMENDMENTS AND WAIVERS. Any term hereof may be amended or waived only with the written consent of the Company, the Founder, Neupert, and at least two-thirds (2/3) of the Company's capital stock held by the Investors (including, in the case of Amazon.com, any wholly-owned subsidiary of Amazon.com); provided, however, that (i) any amendment to Section 1(c) or Section 2.4 shall require the consent of Vulcan, (ii) any amendment to Section 1(d) or Section 3.1 shall require the consent of Rite Aid and (iii) any amendment to Section 1(b) or Section 3.1 shall require the consent of Amazon.com. Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon the Company, the Investors and any holder of the Founder's shares, and each of their respective successors and assigns. 4.3 NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient on the date of delivery, when delivered personally or by overnight courier or sent by telegram or fax, or forty-eight (48) hours after being deposited in 5 6 the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth on the signature page or on Exhibit A hereto, or as subsequently modified by written notice. 4.4 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms. 4.5 GOVERNING LAW. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 4.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 4.7 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. [Signature Page Follows] 6 7 SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT The parties hereto have executed this Fourth Amended and Restated Voting Agreement as of the date first written above. COMPANY: INVESTORS: DRUGSTORE.COM, INC. RITE AID CORPORATION By: /s/ Peter M. Neupert By: /s/ Elliot S. Gerson ------------------------ ------------------------- Peter M. Neupert Name: Elliot S. Gerson President Title: Exec. V. P. Address: Address: 13920 SE Eastgate Way 30 Hunter Lane Suite 300 Camp Hill, PA 17011 Bellevue, WA 98005 With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP New York, NY 10022-3607 Attention: Nancy Lieberman, Esq. FOUNDER: GENERAL NUTRITION COMPANIES, INC. By: /s/ Jed Smith By: /s/ James M. Sander ------------------------ ------------------------- Jed Smith Name: Founder Title: VP Address: Address: 13920 SE Eastgate Way Suite 300 VULCAN VENTURES INCORPORATED Bellevue, WA 98005 By: /s/ William D. Savoy ------------------------- Name: William D. Savoy Title: Vice President Address: 110 110th Avenue Northeast Suite 550 Bellevue, WA 98004 8 SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT KLEINER PERKINS CAUFIELD & BYERS VIII, L.P. By: KPCB VIII Associates, L.P., its General Partner By: /s/ L. John Doerr ------------------------------ a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 KPCB VIII FOUNDERS FUND, L.P. By: KPCB VIII Associates, L.P., its General Partner By: /s/ L. John Doerr ------------------------------ a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 KPCB LIFE SCIENCES ZAIBATSU FUND II,L.P. By: KPCB VII Associates,L.P., its General Partner By: /s/ L. John Doerr ------------------------------ a General Partner Address: 2750 Sand Hill Road Menlo Park, CA 94025 AMAZON.COM, INC. By: /s/ Randy Tinsley ------------------------------ Name: Randy Tinsley Title: V.P. Corporate Development Address: 1200 12th Avenue S., Suite 1200 Seattle, WA 98144 8 9 SIGNATURE PAGE TO FOURTH AMENDED AND RESTATED VOTING AGREEMENT NEUPERT: By: /s/ Peter M. Neupert ------------------------------ Peter M. Neupert Address: 1603 Evergreen Point Road Bellevue, WA 98004 GENERAL NUTRITION INVESTMENT COMPANY: By: /s/ James Sander ------------------------------ Name: James Sander Title: VP Address: 10 EXHIBIT A INVESTORS Name and Address - -------------------------------------------------------------------------------- Kleiner Perkins Caufield & Byers VIII 2750 Sand Hill Road Menlo Park, CA 94025 KPCB VIII Founders Fund, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 KPCB Life Sciences Zaibatsu Fund II, L.P. 2750 Sand Hill Road Menlo Park, CA 94025 Amazon.com, Inc. 1200 12th Avenue, Suite 1200 Seattle, WA 98144 Attn: General Counsel David Whorton c/o Kleiner Perkins Caufield & Byers 2750 Sand Hill Road Menlo Park, CA 94025 Vulcan Ventures Incorporated 110 110th Avenue Northeast, Suite 550 Bellevue, Washington 98004 Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP New York, NY 10022-3607 Attention: Nancy Lieberman, Esq. General Nutrition Companies, Inc., through its wholly owned subsidiary General Nutrition Investment Company 300 6th Avenue Pittsburgh, PA 15222 Attention: General Counsel - -------------------------------------------------------------------------------- EX-10.2 4 LOCKUP LETTER AGREEMENT DATED MAY 5, 1999 1 EXHIBIT 10.2 drugstore.com, inc. May 5, 1999 Morgan Stanley & Co. Incorporated Donaldson, Lufkin & Jenrette Securities Corporation Thomas Weisel Partners LLC c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs and Mesdames: The undersigned understands that Morgan Stanley & Co. Incorporated ("MORGAN STANLEY") proposes to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with drugstore.com Inc., a Delaware corporation (the "Company") providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the "Underwriters"), of shares (the "SHARES") of the Common Stock, par value $.001 of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus, relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option of contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, /s/ Jeffrey P. Bezos ----------------------------------------------- (Name) Chief Executive Officer and Chairman of Amazon.Com, Inc. ----------------------------------------------- (Address) -----END PRIVACY-ENHANCED MESSAGE-----