-----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, QysZVuFgtOJHAzHepljP5fmQRNNtN2W8eaglUAMghQCAj5K1G/KYrFS+AGJDvV2D g7f9tCFa+cDhtU4NmaegJg== 0000891020-98-001491.txt : 19981027 0000891020-98-001491.hdr.sgml : 19981027 ACCESSION NUMBER: 0000891020-98-001491 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980812 ITEM INFORMATION: FILED AS OF DATE: 19981026 SROS: NASD 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-22513 FILM NUMBER: 98730924 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 8-K/A 1 AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AUGUST 12, 1998 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AMAZON.COM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) DELAWARE 000-22513 91-1646860 - ----------------------------- --------------------- --------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.)
1516 SECOND AVENUE, SEATTLE, WASHINGTON 98101 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (206) 622-2335 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 On August 12, 1998, pursuant to an Agreement and Plan of Merger dated as of August 3, 1998, by and among Amazon.com, Inc., a Delaware corporation ("Amazon.com"), Junglee Corp., a Delaware corporation ("Junglee") and AJ Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Amazon.com ("Junglee Merger Sub"), Amazon.com acquired all of the outstanding capital stock of Junglee and Junglee Merger Sub merged with and into Junglee, with Junglee as the surviving corporation (the "Junglee Merger"). The purpose of this Amendment is to amend Item 7(b) to provide certain pro forma combined condensed consolidated financial information with respect to the Junglee Merger, which information was impracticable to provide at the time the Registrant filed the Current Report on Form 8-K dated August 12, 1998. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired The audited financial statements and unaudited condensed financial statements of Junglee listed below were provided at the time the Registrant initially filed the Current Report on Form 8-K dated August 12, 1998. Audited Financial Statements: (i) Report of Deloitte & Touche LLP, dated February 6, 1998. (ii) Junglee Corp. Balance Sheets as of December 31, 1997 and 1996. (iii) Junglee Corp. Statements of Operations for the year ended December 31, 1997 and period from June 3, 1996 (inception) to December 31, 1996. (iv) Junglee Corp. Statements of Stockholders' Equity for the year ended December 31, 1997 and period from June 3, 1996 (inception) to December 31, 1996. (v) Junglee Corp. Statements of Cash Flows for the year ended December 31, 1997 and period from June 3, 1996 (inception) to December 31, 1996. (vi) Junglee Corp. Notes to Financial Statements for the year ended December 31, 1997 and period from June 3, 1996 (inception) to December 31, 1996. 3 Condensed Financial Statements (unaudited): (i) Junglee Corp. Balance Sheets as of June 30, 1998 (unaudited) and December 31, 1997. (ii) Junglee Corp. Statements of Operations for the six month periods ended June 30, 1998 and 1997 (unaudited). (iii) Junglee Corp. Statements of Cash Flows for the six month periods ended June 30, 1998 and 1997 (unaudited). (iv) Jungle Corp. Notes to Financial Statements for the six month periods ended June 30, 1998 and 1997 (unaudited). (b) Pro Forma Financial Information Pro Forma Combined Condensed Consolidated Financial Statements (unaudited): (i) Pro Forma Combined Condensed Consolidated Statement of Operations for the year ended December 31, 1997 (unaudited). (ii) Pro Forma Combined Condensed Consolidated Balance Sheet as of June 30, 1998 (unaudited). (iii) Pro Forma Combined Condensed Consolidated Statement of Operations for the six month period ended June 30, 1998 (unaudited). (iv) Notes to Pro Forma Combined Condensed Consolidated Financial Statements (unaudited). (c) Exhibits 2.1 Agreement and Plan of Merger dated as of August 3, 1998, by and among Amazon.com, Inc., AJ Acquisition, Inc. and Junglee Corp. (incorporated by reference from Amazon.com, Inc.'s Current Report on Form 8-K dated August 3, 1998). 99.1 Form of Investor Rights Agreement by and between Amazon.com, Inc. and the stockholders of Junglee Corp. named therein (incorporated by reference from Amazon.com, Inc.'s Current Report on Form 8-K dated August 3, 1998). 4 UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed consolidated financial statements give effect to the Junglee Merger. The Junglee Merger was accounted for under the purchase method of accounting in accordance with APB Opinion No. 16. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Estimates of the fair values of the assets and liabilities of Junglee have been combined with the recorded values of the assets and liabilities of Amazon.com in the unaudited pro forma combined condensed consolidated financial statements. The unaudited pro forma combined condensed consolidated balance sheet has been prepared to reflect the Junglee Merger as if it occurred on June 30, 1998. The unaudited pro forma combined condensed consolidated statements of operations reflect the results of operations of Amazon.com and Junglee for the year ended December 31, 1997 and the six months ended June 30, 1998 as if the Junglee Merger occurred on January 1, 1997. The unaudited pro forma combined condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the combined condensed consolidated financial position or results of operations in future periods or the results that actually would have been realized had Amazon.com and Junglee been a combined company during the specified periods. The unaudited pro forma combined condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Amazon.com, included in its Annual Report on Form 10-K for the year ended December 31, 1997 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998 and June 30, 1998 and the Company's Current Reports on Form 8-K filed August 27, 1998 and September 11, 1998. 5 PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
PRO FORMA AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA --------- --------- ---------- --------- Net sales ....................................... $ 147,787 $ 1,216 $ -- $ 149,003 Cost of sales ................................... 118,969 579 -- 119,548 --------- --------- --------- --------- Gross profit .................................... 28,818 637 29,455 Operating expenses: Marketing and sales ........................... 40,486 1,545 -- 42,031 Product development ........................... 13,916 2,777 -- 16,693 General and administrative .................... 7,011 637 -- 7,648 Merger and acquisition related costs .......... -- -- 58,435(c) 58,435 --------- --------- --------- --------- Total operating expenses .................... 61,413 4,959 58,435 124,807 Loss from operations ............................ (32,595) (4,322) (58,435) (95,352) Interest income ................................. 1,901 156 -- 2,057 Interest expense ................................ (326) (34) -- (360) --------- --------- --------- --------- Net loss ........................................ $ (31,020) $ (4,200) $ (58,435) $ (93,655) ========= ========= ========= ========= Pro forma basic and diluted loss per share ...... $ (0.71) $ (2.09) ========= ========= Shares used in computation of pro forma basic and diluted loss per share ........................ 43,447 44,803 ========= =========
See accompanying notes. 6 PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
PRO FORMA AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA ---------- --------- ----------- --------- ASSETS Current Assets: Cash ............................................... $ 7,462 $ 4,031 $ -- $ 11,493 Marketable securities .............................. 337,396 -- -- 337,396 Inventories ........................................ 17,035 -- -- 17,035 Prepaid expenses and other ......................... 12,722 936 -- 13,658 --------- --------- --------- --------- Total current assets ....................... 374,615 4,967 -- 379,582 Fixed assets, net .................................... 15,587 1,002 -- 16,589 Deposits and other ................................... 286 181 -- 467 Goodwill and other purchased intangibles, net ........ 52,398 -- 176,982(c) 229,380 Deferred charges ..................................... 7,622 -- -- 7,622 --------- --------- --------- --------- Total assets ............................... $ 450,508 $ 6,150 $ 176,982 $ 633,640 ========= ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable ................................... $ 47,818 $ 465 $ -- $ 48,283 Accrued advertising ................................ 9,971 -- -- 9,971 Other liabilities and accrued expenses ............. 14,197 2,748 4,541(a),(c) 21,486 Current portion of long-term debt .................. 684 200 -- 884 --------- --------- --------- --------- Total current liabilities .................. 72,670 3,413 4,541 80,624 Long-term portion of debt ............................ 332,225 76 -- 332,301 Long-term portion of capital lease obligation ........ 181 -- -- 181 Stockholders' Equity: Preferred stock, common stock and additional paid-in capital ......................................... 117,230 13,369 164,059(a) 294,658 Note receivable from officer ....................... -- (1,249) -- (1,249) Deferred compensation .............................. (1,301) (277) -- (1,578) Other gains (losses) ............................... (35) -- -- (35) Accumulated deficit ................................ (70,462) (9,182) 8,382(b),(c) (71,262) --------- --------- --------- --------- Total stockholders' equity ................. 45,432 2,661 172,441 220,534 --------- --------- --------- --------- Total liabilities and stockholders' equity ............................. $ 450,508 $ 6,150 $ 176,982 $ 633,640 ========= ========= ========= =========
See accompanying notes. 7 PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1998 (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
PRO FORMA AMAZON.COM JUNGLEE ADJUSTMENTS PRO FORMA ---------- --------- ----------- --------- Net sales ....................................... $ 203,405 $ 1,398 $ -- $ 204,803 Cost of sales ................................... 157,856 1,296 -- 159,152 --------- --------- --------- --------- Gross profit .................................... 45,549 102 -- 45,651 Operating expenses: Marketing and sales ........................... 47,005 2,510 -- 49,515 Product development ........................... 16,152 1,216 -- 17,368 General and administrative .................... 5,364 691 -- 6,055 Merger and acquisition related costs .......... 5,413 -- 29,217(c) 34,630 --------- --------- --------- --------- Total operating expenses .................... 73,934 4,417 29,217 107,568 Loss from operations ............................ (28,385) (4,315) (29,217) (61,917) Interest income ................................. 5,036 98 -- 5,134 Interest expense ................................ (9,599) (23) -- (9,622) --------- --------- --------- --------- Net loss ........................................ $ (32,948) $ (4,240) $ (29,217) $ (66,405) ========= ========= ========= ========= Pro forma basic and diluted loss per share ...... $ (0.69) $ (1.35) ========= ========= Shares used in computation of pro forma basic and diluted loss per share ........................ 47,934 49,347 ========= =========
See accompanying notes. 8 NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) BASIS OF PRESENTATION The pro forma combined condensed consolidated financial statements reflect the issuance of approximately 1,600,000 shares of Amazon.com common stock, par value $.01 per share ("Amazon.com Common Stock"), and the assumption of all outstanding options and warrants in connection with the acquisition of Junglee. The Junglee Merger was accounted for under the purchase method of accounting in accordance with APB Opinion No. 16. Under the purchase method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Estimates of the fair values of the assets and liabilities of Junglee have been combined with the recorded values of the assets and liabilities of Amazon.com in the unaudited pro forma combined condensed consolidated financial statements. PRO FORMA ADJUSTMENTS (a) To reflect the issuance of approximately 1,600,000 shares of Amazon.com Common Stock and the assumption of all outstanding options and warrants in connection with the Junglee Merger, for an aggregate purchase price of approximately $180 million, including approximately $3 million of transaction costs. (b) To eliminate the historical accumulated deficit of Junglee. (c) To record the excess of the purchase price over the fair value of assets and liabilities acquired in connection with the Junglee Merger. The purchase price allocation is based on management's estimates of the fair values of the tangible assets, intangible assets and technology, which has not reached technological feasibility and therefore, has no alternative future use. The book value of tangible assets and liabilities acquired are assumed to approximate fair value. The goodwill and substantially all other purchased intangible assets will be amortized on a straight line basis over approximately 3 years. PRO FORMA NET LOSS PER SHARE Basic pro forma earnings per share is computed using the weighted average number of Amazon.com common shares outstanding during the period plus shares of Amazon.com Common Stock issued in connection with the Junglee Merger, excluding Amazon.com Common Stock subject to repurchase. Diluted pro forma earnings per share is computed using the weighted average number of common and common equivalent shares outstanding during the period plus shares of Amazon.com Common Stock and common equivalent shares assumed in connection with the Junglee Merger. Common equivalent shares are excluded from the computation if their effect is antidilutive. Amazon.com Common Stock, options and warrants issued in connection with the Junglee Merger are assumed outstanding at the beginning of the period. CONFORMING AND RECLASSIFICATION ADJUSTMENTS There were no material adjustments required to conform the accounting policies of Amazon.com and Junglee. Certain amounts have been reclassified to conform to Amazon.com's financial statement presentation. There have been no significant intercompany transactions. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized. AMAZON.COM, INC. (Registrant) Dated: October 26, 1998 By: ____________________________ Joy D. Covey Chief Financial Officer, Vice President of Finance and Administration and Secretary 10 EXHIBIT INDEX
Exhibit Number Description ------------- ------------ 2.1 Agreement and Plan of Merger dated as of August 3, 1998, by and among Amazon.com, Inc., AJ Acquisition, Inc. and Junglee Corp. (incorporated by reference from Amazon.com, Inc.'s Current Report on Form 8-K dated August 3, 1998). 99.1 Form of Investor Rights Agreement by and between Amazon.com, Inc. and the stockholders of Junglee Corp. named therein (incorporated by reference from Amazon.com, Inc.'s Current Report on Form 8-K dated August 3, 1998).
-----END PRIVACY-ENHANCED MESSAGE-----