Amazon Com Inc – IPO: ‘S-1/A’ on 4/21/97 – EX-3.1

As of:  Monday, 4/21/97   ·   Accession #:  891020-97-603   ·   File #:  333-23795

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 1 to Form S-1                           75    456K 
 2: EX-3.1      Restated Certificate of Incorporation                 11     40K 
 3: EX-10.1     Form of Indemnification Agreement                      8     38K 
 4: EX-10.33    Shareholder's Agreement With Rick R. Ayre             11     43K 
 5: EX-10.34    Shareholder's Agreement With John D. Risher           11     42K 
 6: EX-10.35    Shareholder's Agreement With Joel R. Spiegel          11     43K 
 7: EX-11.1     Statement Re: Computation of Net Loss Per Share        1      7K 
 8: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
 9: EX-27.1     Financial Data Schedule                                1      9K 

EX-3.1   —   Restated Certificate of Incorporation

EX-3.1
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION 
OF
AMAZON.COM, INC.

        Amazon.com, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify:                  

1. The original Certificate of Incorporation was filed with the 
Secretary of State on May 28, 1996.                                             

        2. The following Restated Certificate of Incorporation was duly proposed
by the corporation's Board of Directors and duly adopted pursuant to the        
applicable provisions of Section 242 and Section 245 of the General Corporation 
Law of the State of Delaware. In lieu of a meeting of the stockholders, written 
consent has been given for the adoption of said Restated Certificate of         
Incorporation and the amendments to be made thereby pursuant to the applicable  
provisions of Sections 228, 242 and 245 of the General Corporation Law of the   
State of Delaware, and written notice of the taking of such corporate action has
been given as provided in said Section 228.                                     

ARTICLE 1.  NAME

The name of the corporation is Amazon.com, Inc.                       

ARTICLE 2.  REGISTERED OFFICE AND AGENT 

      The address of the registered office of the corporation is 1013 Centre
Road, Wilmington, County of New Castle, State of Delaware 19805, and the name of
its registered agent at such address is Corporation Service Company.            

ARTICLE 3.  PURPOSES

The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation  
Law of Delaware.                                                                

ARTICLE 4.  SHARES

  The total authorized stock of the corporation shall consist of 100
million shares of Common Stock having a par value of $.01 per share and 10      
million shares of Preferred Stock having a par value of $.01 per share.         
Authority is hereby expressly granted to the Board of Directors to fix by       
resolution or resolutions any of the designations and the powers, preferences   
and rights, and the qualifications, limitations                                 

--------------------------------------------------------------------------------
                                                                          Page 1

EX-3.1
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd

or restrictions which are permitted by Delaware General Corporation Law in      
respect of any class or classes of stock or any series of any class of stock of 
the corporation.  The corporation shall from time to time in accordance with    
the laws of the State of Delaware increase the authorized amount of its Common  
Stock if at any time the number of shares of Common Stock remaining unissued    
and available for issuance shall not be sufficient to permit the conversion of  
the Preferred Stock.  Effective upon the filing of this Restated Certificate of 
Incorporation with the Secretary of State of the State of Delaware, every two   
shares of issued and outstanding Common Stock, par value $.01 per share, of the 
corporation, shall be changed and reclassifed into three shares of Common       
Stock, par value $.01 per share, of the corporation, thereby giving effect to a 
3-for-2 stock split.  The total authorized stock of the corporation set forth   
in the first sentence of this Article 4 sets forth the total authorized stock   
of the corporation after giving effect to this 3-for-2 stock split.             

       The Preferred Stock shall be divided into series, and 579,396 shares of
Preferred Stock are designated Series A Preferred Stock ("Series A Preferred    
Stock"). The Series A Preferred Stock shall have the rights, preferences and    
other terms as are set forth in this Article 4.                                 

4.1. Dividends.                                                 

       (a)     The holders of the Series A Preferred Stock shall be entitled
to receive dividends, prior and in preference to any dividend on Common Stock,  
at the rate of $1.00 per share of Series A Preferred Stock, per annum (as       
adjusted for any stock dividends, combinations or splits with respect to such   
shares), whenever funds are legally available and when and if declared by the   
Board of Directors. The dividends shall be non-cumulative and non-accruing.     

        (b)     No dividends (other than those payable solely in Common Stock)
shall be paid on any Common Stock of the Corporation during any fiscal year of  
the Corporation until dividends in the total amount set forth above per share   
of Series A Preferred Stock per annum (as adjusted for any stock dividends,     
combinations or splits with respect to such shares) shall have been paid or     
declared and set apart during that fiscal year on the Series A Preferred Stock, 
and no dividends shall be paid on any share of Common Stock unless a dividend   
(including, for this purpose the amount of any dividends paid pursuant to the   
provisions of Subsection 4.1(a)) is paid with respect to all outstanding shares 
of Series A Preferred Stock in an amount for each such share of Series A        
Preferred Stock equal to or greater than the aggregate amount of such dividends 
for all shares of Common Stock into which each such share of Series A Preferred 
Stock could then be converted.                                                  

4.2.     Liquidation Preference.                                                

--------------------------------------------------------------------------------
                                                                          Page 2

EX-3.1
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd

       (a)     In the event of any liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, the holders of the Series A   
Preferred Stock shall be entitled to receive, prior and in preference to any    
distribution of any of the assets or surplus funds of the Corporation to the    
holders of Common Stock by reason of their ownership thereof, the amount of     
$14.05 per share then held by them (as adjusted for any stock dividends,        
combinations or splits with respect to such shares) plus all declared but       
unpaid dividends on each such share.  If, upon the occurrence of such event,    
the assets and funds thus distributed among the holders of the Series A         
Preferred Stock shall be insufficient to permit the payment to such holders and 
the holders of any other class or series of preferred stock ranking on a parity 
with or senior to the Series A Preferred Stock of the full preferential amounts 
due to such holders, then the entire assets and funds of the Corporation        
legally available for distribution shall be distributed ratably among the       
holders of the Series A Preferred Stock and the holders of any other such class 
or series of preferred stock in proportion to the preferential amount each such 
holder is otherwise entitled to receive.                                        

    (b)     After payment has been made to the holders of the Series A
Preferred Stock and the holders of any other class or series of preferred stock 
of the full amounts to which they shall be entitled as provided in Section      
4.2(a), the entire remaining assets and funds of the Corporation legally        
available for distribution, if any, shall be distributed among the holders of   
Common Stock in proportion to the shares of Common Stock then held by each.     

       (c)     A consolidation or merger of the Corporation with or into any
other corporation or corporations, or a sale of all or substantially all of the 
assets of the Corporation, shall not be deemed to be a liquidation, dissolution 
or winding up within the meaning of this Section 4.2, but shall be subject to   
the provisions of Section 4.5 hereof.                                           

4.3. Voting Rights.                                             

        Except with respect to the election of directors of the Corporation, the
holder of each share of Series A Preferred Stock shall be entitled to the number
of votes equal to the number of shares of Common Stock into which such share of 
Series A Preferred Stock could be converted and shall have voting rights and    
powers equal to the voting rights and powers of the Common Stock (except as     
otherwise expressly provided herein or as required by law), voting together as a
single class, and shall be entitled to notice of any stockholders' meeting in   
accordance with the By-laws of the Corporation. Fractional votes shall not,     
however, be permitted and any fractional voting rights resulting from the above 
formula (after aggregating all shares into which shares of Series A Preferred   
Stock held by each holder could be converted) shall be rounded to the nearest   
whole number (with one-half being rounded upward).                              

--------------------------------------------------------------------------------
                                                                          Page 3

EX-3.1
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th

   4.4. Conversion Rights. The holders of the Series A Preferred Stock
shall have the conversion rights as follows:                                    

      (a)     Right to Convert: Each share of the Series A Preferred Stock
shall be convertible, at the option of the holder thereof, at any time after    
the date of issuance of such share, at the office of the Corporation or any     
transfer agent for such shares, into one fully paid and nonassessable share of  
Common Stock (the "Series A Conversion Rate"), subject to adjustment as         
hereinafter provided.                                                           

(b)     Automatic Conversion.                                 

              1. Initial Public Offering. Each share of Series A Preferred
Stock shall automatically be converted into shares of Common Stock at the       
then-effective Series A Conversion Rate immediately upon the closing of the sale
of the Corporation's Common Stock in a firm commitment, underwritten public     
offering registered under the Securities Act of 1933, as amended (other than a  
registration relating solely to a transaction under Rule 145 under such Act (or 
any successor thereto) or to an employee benefit plan of the Corporation), (i)  
at a public offering price (prior to underwriter commissions and expenses) equal
to or exceeding $20.00 per share of Common Stock (as adjusted for any stock     
dividends, combinations or splits with respect to such shares after July 10,    
1996), and (ii) the aggregate proceeds to the Corporation (before deduction for 
underwriter commissions and expenses relating to the issuance, including without
limitation fees of the Corporation's counsel) of which equal or exceed          
$7,500,000.                                                                     

             2. Stockholder Vote. Each share of Series A Preferred Stock
shall automatically be converted into shares of Common Stock at the             
then-effective Series A Conversion Rate upon the affirmative vote or written    
consent of holders of not less than two-thirds of the shares of Series A        
Preferred Stock outstanding at such time.                                       

    (c) Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, such   
holder shall surrender the certificate or certificates therefor, duly endorsed, 
at the office of the Corporation or of any transfer agent for such stock, and   
shall give written notice to the Corporation at such office that such holder    
elects to convert the same and shall state therein the name or names in which   
such holder wishes the certificate or certificates for shares of Common Stock to
be issued. The Corporation shall, as soon as practicable thereafter, issue and  
deliver at such office to such holder of Series A Preferred Stock, a certificate
or certificates for the number of shares of Common Stock to which such holder   
shall be entitled as aforesaid. Such conversion shall be deemed to have been    
made immediately prior to the close of business on the date of                  

--------------------------------------------------------------------------------
                                                                          Page 4

EX-3.1
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th

surrender of the shares of Series A Preferred Stock to be converted, and the    
person or persons entitled to receive the shares of Common Stock issuable upon  
such conversion shall be treated for all purposes as the record holder or       
holders of such shares of Common Stock on such date.                            

               (d)      Adjustments to Conversion Prices for Combinations or
Subdivisions of Common Stock.  In the event that the corporation at any time or 
from time to time after July 10, 1996 shall declare or pay any dividend on the  
Common Stock payable in Common Stock or in any right to acquire Common Stock,   
or shall effect a subdivision of the outstanding shares of Common Stock into a  
greater number of shares of Common Stock (by stock split, reclassification or   
otherwise than by payment of a dividend in Common Stock or in any right to      
acquire Common Stock), or in the event the outstanding shares of Common Stock   
shall be combined or consolidated, by reclassification or otherwise, into a     
lesser number of shares of Common Stock, then the Series A Conversion Rate in   
effect immediately prior to such event shall, concurrently with the             
effectiveness of such event, be proportionately and equitably decreased or      
increased, as appropriate.                                                      

       (e)      No Impairment.  The Corporation will not, by
amendment of its Certificate of Incorporation or through any reorganization,    
transfer of assets, consolidation, merger, dissolution, issue or sale of        
securities or any other voluntary action, avoid or seek to avoid the observance 
or performance of any of the terms to be observed or performed hereunder by the 
Corporation.                                                                    

               (f)      Certificates as to Adjustments.  Upon the occurrence
of each adjustment or readjustment of the Series A Conversion Rate pursuant to  
this Section 4.4, the Corporation at its expense shall promptly compute such    
adjustment or readjustment in accordance with the terms hereof and prepare and  
furnish to each holder of Series A Preferred Stock, as the case may be, a       
certificate setting forth such adjustment or readjustment and showing in detail 
the facts upon which such adjustment or readjustment is based.  The Corporation 
shall, upon the written request at any time of any holder of Series A Preferred 
Stock, furnish or cause to be furnished to such holder a like certificate       
setting forth (i) such adjustments and readjustments, (ii) the applicable       
Series A Conversion Rate at the time in effect, and (iii) the number of shares  
of Common Stock and the amount, if any, of other property which at the time     
would be received upon the conversion of such Series A Preferred Stock.         

              (g)      Reservation of Stock Issuable Upon Conversion.  The
Corporation shall at all times reserve and keep available out of its authorized 
but unissued shares of Common Stock, solely for the purpose of effecting the    
conversion of the shares of the Series A Preferred Stock, such number of its    
shares of Common Stock as shall from time to time be sufficient to effect the   
conversion of all                                                               

--------------------------------------------------------------------------------
                                                                          Page 5

EX-3.1
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th

outstanding shares of the Series A Preferred Stock; and if at any time the      
number of authorized but unissued shares of Common Stock shall not be           
sufficient to effect the conversion of all then outstanding shares of the       
Series A Preferred Stock, the Corporation will take such corporate action as    
may, in the opinion of its counsel, be necessary to increase its authorized but 
unissued shares of Common Stock to such number of shares as shall be sufficient 
for such purpose, including, without limitation, engaging in best efforts to    
obtain the requisite stockholder approval of any necessary amendment to this    
Restated Certificate of Incorporation.                                          

            (h)      Fractional Shares.  No fractional shares shall be
issued upon the conversion of any share or shares of Series A Preferred Stock.  
All shares of Common Stock (including fractions thereof) issuable upon          
conversion of more than one share of Series A Preferred Stock by a holder       
thereof shall be aggregated for purposes of determining whether the conversion  
would result in the issuance of any fractional share.  If, after the            
aforementioned aggregation, the conversion would result in the issuance of a    
fraction of a share of Common Stock, the Corporation shall, in lieu of issuing  
any fractional share, pay the holder otherwise entitled to such fraction a sum  
in cash equal to the fair market value of such fraction on the date of          
conversion (as determined in good faith by the Board of Directors of the        
Corporation).                                                                   

           (i)      Adjustments.  Except under the circumstances set
forth in Section 4.5 below (in which case this subsection (i) shall not apply), 
in case of any reorganization or any reclassification of the capital stock of   
the Corporation, any consolidation or merger of the Corporation with or into    
another corporation or corporations, or the conveyance of all or substantially  
all of the assets of the Corporation to another corporation, each share of      
Series A Preferred Stock shall thereafter be convertible into the number of     
shares of stock or other securities or property (including cash) to which a     
holder of the number of shares of Common Stock deliverable upon conversion of   
such share of Series A Preferred Stock would have been entitled upon the record 
date of (or date of, if no record date is fixed) such reorganization,           
reclassification, consolidation, merger or conveyance, and, in any case,        
appropriate adjustment (as determined by the Board of Directors) shall be made  
in the application of the provisions herein set forth with respect to the       
rights and interests thereafter of the holders of the Series A Preferred Stock, 
to the end that the provisions set forth herein shall thereafter be applicable, 
as nearly as equivalent as is practicable, in relation to any shares of stock   
or the securities or property (including cash) thereafter deliverable upon the  
conversion of the shares of such Series A Preferred Stock.                      

--------------------------------------------------------------------------------
                                                                          Page 6

EX-3.1
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th

4.5. Merger, Consolidation.                                     

(a) At any time, in the event of:                     

               1.       a consolidation or merger of the Corporation with or
into any other corporation, or any other entity or person in which the          
stockholders of the Corporation hold in the aggregate less than one-half of the 
outstanding voting securities of the surviving entity after the merger,         

    2.       any corporate reorganization in which the
stockholders of the Corporation hold in the aggregate less than one-half of the 
outstanding voting securities of the surviving entity after the merger,         

              3.       a sale of all or substantially all of the assets of
the Corporation, or                                                             

            4.       a reorganization of the Corporation as defined in
Section 368(a)(1)(B) of the Internal Revenue Code of 1986 or in which more than 
fifty percent (50%) of the outstanding stock of the Corporation is exchanged    
(calculated on an as-converted to Common Stock basis), the holders of the Series
A Preferred Stock, the holders of any other class or series of preferred stock  
hereafter created and issued and the holders of Common Stock shall be paid in   
cash or in securities received from the acquiring corporation or in a           
combination thereof, at the closing of any such transaction, amounts per share  
equal to the amounts per share which would be payable to such holders pursuant  
to Section 4.2 if all consideration received by the Corporation and its         
stockholders in connection with such event were being available distributed in a
liquidation of the Corporation; provided, however, that if upon the occurrence  
of such event, the assets and funds thus available for distribution among the   
holders of the Series A Preferred Stock and the holders of any other class or   
series of preferred stock ranking on a parity with or senior to the Series A    
Preferred Stock shall be insufficient to permit the payment to such holders of  
the full preferential amounts due to them pursuant to Section 4.2 above, then   
the entire assets and funds of the Corporation legally available for            
distribution shall be distributed ratably among the holders of the Series A     
Preferred Stock and the holders of any other such class or series of preferred  
stock in proportion to the preferential amount each such holder is otherwise    
entitled to receive.                                                            

         (b)      Any securities to be delivered to stockholders
pursuant to Section 4.5(a) above shall be valued as follows:                    

               (i)      Securities not subject to investment letter or other
similar restrictions on free marketability:                                     

--------------------------------------------------------------------------------
                                                                          Page 7

EX-3.1
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th

                         1.      If traded on a securities exchange, the value
shall be deemed to be the average of the security's closing prices on such      
exchange over the 30-day period ending three (3) days prior to the closing;     

                    2.      If actively traded over-the-counter, the
value shall be deemed to be the average of the midpoints of the closing bid and 
ask prices over the 30-day period ending three (3) days prior to the closing,   
and                                                                             

                    3.      If there is no active public market, the
value shall be the fair market value thereof, as mutually determined by the     
Corporation and the holders of not less than a majority of the outstanding      
Series A Preferred Stock; and                                                   

           (ii)     The method of valuation of securities subject to
investment letter or other restrictions on free marketability shall be to make  
an appropriate discount from the market value determined as above in (i)(1),    
(2) or (3) to reflect the approximate fair market value thereof, as mutually    
determined by the Corporation and the holders of not less than a majority of    
the outstanding Series A Preferred Stock.                                       

              (iii)    In the event of any dispute between the Corporation
and the holders of Series A Preferred Stock regarding valuation issues as       
provided in this Section 4.5(b), such dispute shall be submitted to binding     
arbitration in accordance with the currently prevailing commercial arbitration  
rules of the American Arbitration Association.  The decisions and awards        
rendered in such proceedings shall be final and conclusive and may be entered   
in any court having jurisdiction thereof.                                       

(c) The Corporation shall give each holder of record of Series A
Preferred Stock written notice of such impending transaction not later than     
fifteen (15) days prior to the stockholders' meeting called to approve such     
transaction or twenty fifteen (15) days prior to the closing of such            
transaction, whichever is earlier, and shall also notify such holders in writing
of the final approval of such transaction. The first of said notices shall      
describe the material terms and conditions of the contemplated transaction as   
well as the terms and conditions of this Section 4.5, and the Corporation shall 
thereafter give such holders prompt notice of any material changes.             

       4.6.    Amendment.  Any term relating to the Series A Preferred Stock
may be amended and the observance of any term relating to the Series A          
Preferred Stock may be waived (either generally or in a particular instance and 
either retroactively or prospectively) only with the vote or written consent of 
holders of at least a majority of the shares of the Series A Preferred Stock    
then outstanding and the Corporation.  Any amendment or waiver so effected      
shall be binding upon the Corporation and any holder of shares of the Series A  
Preferred Stock.                                                                

--------------------------------------------------------------------------------
                                                                          Page 8

EX-3.1
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th

    4.7. Restrictions and Limitations. As long as any shares of Series A
Preferred Stock shall be issued and outstanding, the Corporation shall not,     
without first obtaining the approval (by vote or consent as provided by law) of 
the holders of not less than a majority of the total number of shares of the    
Series A Preferred Stock then outstanding:                                      

       (a)      amend or repeal any provision of, or add any
provision to, the corporation's Restated Certificate of Incorporation or Bylaws 
if such action would alter or change the preferences, rights, privileges or     
powers of, or the restrictions provided for the benefit of, the Series A        
Preferred Stock;                                                                

            (b)      authorize, create or issue shares of any class or
series of stock having any preference or priority superior to any such          
preference or priority of the Series A Preferred Stock;                         

          (c)      enter into any transaction or series of related
transactions, as a result of which majority voting control of the corporation   
shall have passed to another person or entity (or group of related persons or   
entities);                                                                      

         (d)      increase or decrease (other than for decreases
resulting from conversion of the Series A Preferred Stock) the number of        
authorized shares of Series A Preferred Stock; or                               

(e)      amend this Subsection 4.7.           

     4.8. No Reissuance of Preferred Stock. No share or shares of Series A
Preferred Stock acquired by the Corporation by reason of redemption, purchase,  
conversion or otherwise shall be reissued, and all such shares shall be         
canceled, retired and eliminated from the shares which the Corporation shall be 
authorized to issue.                                                            

4.9 Elimination of Preferred Stock Provisions Upon Conversion of
Outstanding Shares. When, as a result of the conversion of the outstanding      
shares of Preferred Stock to shares of Common Stock, no such shares of Preferred
Stock remain outstanding, the provisions of the second paragraph of this Article
4 together with Sections 4.1 through 4.9 of this Article 4 shall no longer be in
effect and operative and the Board of Directors may, at its discretion and      
without a vote of the stockholders of the corporation, cause the elimination of 
such provisions by providing for the filing of a restated certificate of        
incorporation setting forth the provisions of this Restated Certificate of      
Incorporation, as it may be amended, which remain in effect and operative.      

--------------------------------------------------------------------------------
                                                                          Page 9

EX-3.1
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th

ARTICLE 5.  DIRECTORS 

     The number of Directors of the corporation shall be determined in the
manner provided by the Bylaws and may be increased or decreased from time to    
time in the manner provided therein.  Written ballots are not required in the   
election of Directors.                                                          

ARTICLE 6.  BYLAWS

     The Board of Directors shall have the power to adopt, amend or repeal
the Bylaws of the corporation; provided, however, the Board of Directors may not
repeal or amend any bylaw that the stockholders have expressly provided may not 
be amended or repealed by the Board of Directors.  The stockholders shall also  
have the power to adopt, amend or repeal the Bylaws of the corporation.         

ARTICLE 7.  PREEMPTIVE RIGHTS 

    Preemptive rights shall not exist with respect to shares of stock or
securities convertible into shares of stock of the corporation.                 

ARTICLE 8.  CUMULATIVE VOTING 

        The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of the corporation.                             

ARTICLE 9.  AMENDMENTS TO CERTIFICATE OF INCORPORATION

The corporation reserves the right to amend or repeal, by the   
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote, any of the provisions contained in this Certificate of Incorporation.  
The rights of the stockholders of the corporation are granted subject to this   
reservation.                                                                    

ARTICLE 10.  LIMITATION OF DIRECTOR LIABILITY 

   To the full extent that the Delaware General Corporation Law, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors, a director of the corporation shall  
not be liable to the corporation or its stockholders for monetary damages for   
breach of fiduciary duty as a director.  Any amendment to or repeal of this     
Article 11 shall not adversely affect any right or protection of a director of  
the corporation for or with respect to any acts or omissions of such director   
occurring prior to such amendment or repeal.                                    

--------------------------------------------------------------------------------
                                                                         Page 10

EX-3.1
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th

ARTICLE 11.  ACTION BY STOCKHOLDERS WITHOUT A MEETING 

 Only action properly brought before the stockholders by or at the
direction of the Board of Directors may be taken without a meeting, without     
prior notice and without a vote, if a written consent setting forth the action  
so taken is signed by the holders of outstanding shares of capital stock        
entitled to be voted with respect to the subject matter thereof having not less 
than the minimum number of votes that would be necessary to authorize or take   
such action at a meeting at which all shares entitled to vote thereon were      
present and voted.                                                              

ARTICLE 12.  SPECIAL MEETINGS OF STOCKHOLDERS 

        The Chairman of the Board of Directors, the Chief Executive Officer, the
President or the Board of Directors may call special meetings of the            
stockholders for any purpose.  A special meeting of the stockholders shall be   
held if the holders of not less than thirty percent (30%) of all the votes      
entitled to be cast on any issue proposed to be considered at such special      
meeting have dated, signed and delivered to the Secretary one or more written   
demands for such meeting, describing the purpose or purposes for which it is to 
be held.                                                                        

ARTICLE 13.  BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS 

        The corporation expressly elects not to be governed by section 203(a) of
Title 8 of the Delaware General Corporation Law.                                

        IN WITNESS WHEREOF, the corporation has caused this Restated Certificate
of Incorporation to be signed by its duly authorized officer this  17th   day of
April, 1997.                                                                    

AMAZON.COM, INC.    

    By      Jeffrey P. Bezos
                               -----------------------------------------------
                                     Jeffrey P. Bezos, Chief Executive Officer

--------------------------------------------------------------------------------
                                                                         Page 11

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/21/97							None on these Dates
		7/10/96		4		5
		5/28/96		1
									List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/02/24  Amazon.com, Inc.                  10-K       12/31/23  109:11M
 2/03/23  Amazon.com, Inc.                  10-K       12/31/22  106:12M
 2/04/22  Amazon.com, Inc.                  10-K       12/31/21  106:12M
 2/03/21  Amazon.com, Inc.                  10-K       12/31/20  105:11M