-----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, Je9AsqdcznGgwW0PqvI8JlmjKbcHcrLWCaot7YJZKxNPegyEv7CpPOD9VAohn2+f DJvOPVKO+J37EO62vj17WQ== 0001032210-01-000301.txt : 20010224 0001032210-01-000301.hdr.sgml : 20010224 ACCESSION NUMBER: 0001032210-01-000301 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010221 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: 333-74435 FILM NUMBER: 1551163 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 0001.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on February 21, 2001 Registration No. 333-74435 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ POST-EFFECTIVE AMENDMENT NO. 1 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 of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification 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 98144-2734 (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 505 Fifth Avenue South, Suite 620 Seattle, Washington 98104 (206) 583-8888 _____________ Approximate date of commencement of proposed sale to the public: This post-effective amendment deregisters those 4 3/4% convertible subordinated notes due 2009 and any shares of common stock into which such notes are convertible 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. [ ] 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. [ ] ================================================================================ DEREGISTRATION OF SECURITIES On March 16, 1999, Amazon.com, Inc., a Delaware corporation ("Amazon.com"), filed a registration statement on Form S-3 (No. 333-74435) (the "Registration Statement") for purposes of registering $1,250,000,000 aggregate principal amount of Amazon.com's 4 3/4% convertible subordinated notes due 2009 (the "Notes") and 8,009,996 shares of Amazon.com's common stock into which such Notes were convertible (the "Conversion Shares"). On May 13, 1999, Amazon.com filed an amendment to the Registration Statement and on May 18, 1999, the Commission declared the Registration Statement effective. Since that time and from time to time, Amazon.com has filed prospectus supplements under the Registration Statement for the benefit of holders of Notes not previously included as a "Selling Holder" under the Registration Statement. Pursuant to the terms of the Registration Rights Agreement that required Amazon.com to file the Registration Statement, Amazon.com is no longer required to keep the Registration Statement effective. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the date hereof, all of the Notes and Conversion Shares that remain unsold under the Registration Statement. [The remainder of this page is intentionally left blank.] 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. 1 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 February 20, 2001. AMAZON.COM, INC. By: /s/ JEFFREY P. BEZOS ---------------------------- Jeffrey P. Bezos Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 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, President, Chief February 20, 2001 - -------------------------------- Executive Officer and Director Jeffrey P. Bezos (Principal Executive Officer) /s/ WARREN C. JENSON Senior Vice President, Chief Financial February 20, 2001 - -------------------------------- Officer and Chief Accounting Officer Warren C. Jenson (Principal Financial Officer and Principal Accounting Officer) /s/ TOM A. ALBERG* Director February 20, 2001 - -------------------------------- Tom A. Alberg /s/ SCOTT D. COOK* Director February 20, 2001 - -------------------------------- Scott D. Cook /s/ L. JOHN DOERR* Director February 20, 2001 - -------------------------------- L. John Doerr /s/ PATRICIA Q. STONESIFER* Director February 20, 2001 - -------------------------------- Patricia Q. Stonesifer *By: /s/ JEFFREY P. BEZOS February 20, 2001 ---------------------------- Jeffrey P. Bezos Attorney-in-Fact
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