Amazon Com Inc – ‘8-A12G’ on 5/2/97 – EX-3

As of:  Friday, 5/2/97   ·   Accession #:  891020-97-704   ·   File #:  0-22513

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Form 8-A                                               3     13K 
 2: EX-3        Pages 44 & 45 of the Prospectus                        2     16K 

EX-3   —   Pages 44 & 45 of the Prospectus

EX-3
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DESCRIPTION OF CAPITAL STOCK

    The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred  
Stock, $0.01 par value per share. The following summary of certain provisions of
the Common Stock and Preferred Stock does not purport to be complete and is     
subject to, and qualified in its entirety by, the provisions of the Company's   
Restated Certificate of Incorporation, which is included as an exhibit to the   
Registration Statement of which this Prospectus is a part, and by the provisions
of applicable law.                                                              

COMMON STOCK                                                                    

As of March 31, 1997, there were 17,352,406 shares of Common Stock    
outstanding held of record by 66 stockholders. There will be 23,298,782 shares  
of Common Stock outstanding (assuming no exercise of the Underwriters'          
over-allotment option and no exercise of outstanding options) after giving      
effect to the sale of Common Stock offered to the public hereby. The holders of 
Common Stock are entitled to one vote for each share held of record on all      
matters submitted to a vote of stockholders. See "Risk Factors -- Control of the
Company." Subject to preferences that may be applicable to any outstanding      
shares of Preferred Stock, the holders of Common Stock are entitled to receive  
ratably such dividends, if any, as may be declared by the Board of Directors out
of funds legally available for the payment of dividends. See "Dividend Policy." 
In the event of a liquidation, dissolution or winding up of the Company, the    
holders of Common Stock are entitled to share ratably in all assets remaining   
after payment of liabilities and liquidation preferences of any outstanding     
shares of Preferred Stock. Holders of Common Stock have no preemptive rights or 
rights to convert their Common Stock into any other securities. There are no    
redemption or sinking fund provisions applicable to the Common Stock. All       
outstanding shares of Common Stock are fully paid and nonassessable, and the    
shares of Common Stock to be issued upon completion of this offering will be    
fully paid and nonassessable.                                                   

PREFERRED STOCK                                                                 

Upon the closing of this offering, all outstanding shares of Preferred
Stock will be converted into 3,446,376 shares of Common Stock. Thereafter,      
pursuant to the Company's Restated Certificate of Incorporation, the Board of   
Directors will have the authority, without further action by the stockholders,  
to issue up to 10,000,000 shares of Preferred Stock in one or more series and to
fix the designations, powers, preferences, privileges and relative,             
participating, optional or special rights and the qualifications, limitations or
restrictions thereof, including dividend rights, conversion rights, voting      
rights, terms of redemption and liquidation preferences, any or all of which may
be greater than the rights of the Common Stock. The Board of Directors, without 
stockholder approval, can issue Preferred Stock with voting, conversion or other
rights that could adversely affect the voting power and other rights of the     
holders of Common Stock. Preferred Stock could thus be issued quickly with terms
calculated to delay or prevent a change in control of the Company or make       
removal of management more difficult. Additionally, the issuance of Preferred   
Stock may have the effect of decreasing the market price of the Common Stock,   
and may adversely affect the voting and other rights of the holders of Common   
Stock. The Company has no plans to issue any Preferred Stock.                   

ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS OF RESTATED CERTIFICATE OF           
INCORPORATION AND WASHINGTON LAW                                                

As noted above, the Company's Board of Directors, without stockholder 
approval, has the authority under the Company's Restated Certificate of         
Incorporation to issue Preferred Stock with rights superior to the rights of the
holders of Common Stock. As a result, Preferred Stock could be issued quickly   
and easily, could adversely affect the rights of holders of Common Stock and    
could be issued with terms calculated to delay or prevent a change in control of
the Company or make removal of management more difficult.                       

The laws of the State of Washington, where the Company's principal    
executive offices are located, impose restrictions on certain transactions      
between certain foreign corporations and significant stockholders. Chapter      
23B.19 of the Washington Business Corporation Act (the "WBCA") prohibits a      
"Target Corporation," with certain exceptions, from engaging in certain         
"Significant Business Transactions" with a person or group of persons which     
beneficially owns                                                               

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EX-3
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10% or more of the voting securities of the Target Corporation (an "Acquiring   
Person") for a period of five years after such acquisition, unless the          
transaction or acquisition of shares is approved by a majority of the members of
the Target Corporation's board of directors prior to the time of acquisition.   
Such prohibited transactions include, among other things, a merger or           
consolidation with, disposition of assets to, or issuance or redemption of stock
to or from, the Acquiring Person, termination of 5% or more of the employees of 
the Target Corporation as a result of the Acquiring Person's acquisition of 10% 
or more of the shares or allowing the Acquiring Person to receive any           
disproportionate benefit as a stockholder. After the five-year period, a        
Significant Business Transaction may take place as long as it complies with     
certain fair price provisions of the statute. A Target Corporation includes a   
foreign corporation if (i) the corporation has a class of voting stock          
registered pursuant to Section 12 or 15 of the Securities Exchange Act of 1934, 
as amended, (ii) the corporation's principal executive office is located in     
Washington State, (iii) any of (a) more than 10% of the corporation's           
stockholders of record are Washington residents, (b) more than 10% of its shares
of record are owned by Washington residents, or (c) 1,000 or more of its        
stockholders of record are Washington residents, (iv) a majority of the         
corporation's employees are Washington residents or more than 1,000 Washington  
residents are employees of the corporation, and (v) a majority of the           
corporation's tangible assets are located in Washington State or the corporation
has more than $50 million of tangible assets located in Washington State. A     
corporation may not "opt out" of this statute. Depending upon whether the       
Company meets the definition of a Target Corporation, Chapter 23B.19 of the WBCA
may have the effect of delaying, deferring or preventing a change in control of 
the Company.                                                                    

    Although Section 203 of the DGCL generally prohibits Delaware corporations
from engaging in certain "Business Combinations" (as defined therein) with      
certain "Interested Stockholders" (as defined therein) for a period of three    
years unless certain criteria are met, the Company has expressly elected in its 
Restated Certificate of Incorporation not to be governed by Section 203 of the  
DGCL.                                                                           

REGISTRATION RIGHTS                                                             

     Pursuant to an agreement among the Company, Mr. Bezos, who is the holder of
9,885,000 shares of Common Stock (the "Common Holder"), and two holders of      
566,896 shares of Series A Preferred Stock in the aggregate which are           
convertible into 3,401,376 shares of Common Stock (the "Preferred Holders"), the
Common Holder and the Preferred Holders are entitled to certain rights with     
respect to the registration of such shares under the Securities Act. If the     
Company proposes to register any of its securities under the Securities Act,    
either for its own account or for the account of other security holders, the    
Common Holder and the Preferred Holders are entitled to notice of such          
registration and to include shares of Common Stock in such registration at the  
Company's expense. Additionally, the Preferred Holders are entitled to certain  
demand registration rights pursuant to which they may require the Company to    
file a registration statement under the Securities Act at the Company's expense 
with respect to their shares of Common Stock, and the Company is required to use
its commercially reasonable efforts to effect such registration (a "Requested   
Registration"). Further, the Preferred Holders may require the Company to file  
additional registration statements on Form S-3 at the expense of the Preferred  
Holders. All of these registration rights are subject to certain conditions and 
limitations, among them the right of the underwriters of an offering to limit   
the number of shares included in such registration and the right of the Company 
not to effect a Requested Registration before the earlier of (a) one year after 
the offering made hereby and (b) June 21, 1999.                                 

TRANSFER AGENT AND REGISTRAR                                                    

The transfer agent and registrar for the Common Stock is ChaseMellon  
Shareholder Services, Ridgefield Park, New Jersey.                              

NASDAQ NATIONAL MARKET LISTING                                                  

    Application has been made to have the Common Stock listed for quotation on
the Nasdaq National Market under the symbol "AMZN."                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		6/21/99		2					424B3
Filed on:		5/2/97
		3/31/97		1
									List all Filings

3 Subsequent Filings that Reference this Filing

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

 2/03/23  Amazon.com, Inc.                  S-3ASR      2/03/23    6:465K                                   Donnelley … Solutions/FA
11/30/22  Amazon.com, Inc.                  424B5                  2:493K                                   Donnelley … Solutions/FA
11/29/22  Amazon.com, Inc.                  424B5                  1:456K                                   Donnelley … Solutions/FA