As filed with the Securities and Exchange Commission on November 20, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AMAZON.COM, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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5961
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91-1646860
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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410 Terry Avenue North
Seattle, WA 98109-5210
(206)
266-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
David A. Zapolsky
Senior
Vice President, General Counsel, and Secretary
Amazon.com, Inc.
410 Terry Avenue North
Seattle, WA 98109-5210
(206)
266-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Andrew L. Fabens
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York,
NY 10166-0193
(212)
351-4000
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Alan F. Denenberg
Davis Polk & Wardwell LLP
1600 El Camino Real
Menlo
Park, CA 94025-4119
(650)
752-2000
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Approximate date of commencement of proposed sale to the public:
Pursuant to Rule 162 under the Securities Act of 1933, as amended (the Securities
Act), the offer described herein will commence as soon as practicable after the date of this Registration Statement. The offer cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any
actual acceptance of securities for exchange pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General
Instruction G, 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, 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(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Securities Exchange Act of 1934, as amended (the Exchange Act).
(Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per unit
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Proposed
Maximum Aggregate
Offering
Price(2)
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Amount of Registration
Fee(3)
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5.200% Notes due 2025
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$1,000,000,000
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100%
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$1,000,000,000
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$124,500
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Total
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$124,500
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(1)
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Represents the aggregate principal amount of the notes issuable in the exchange offer to which this registration statement relates.
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(2)
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Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act.
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(3)
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Calculated in accordance with Rule 457(f) of the Securities Act.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the SEC or the Commission), acting pursuant to said
Section 8(a), may determine.