8-KOther EventsExhibits & Filings

AMAZON COM INC 8-K Report, Corporate Update (Feb 1, 2008)

Filed February 1, 2008For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) filed an 8-K report on February 1, 2008, to announce a significant development: the entry into an Agreement and Plan of Merger with Audible, Inc., dated January 30, 2008. This filing signals Amazon's intent to acquire Audible, a company specializing in digital spoken-word entertainment. The announcement is accompanied by a joint press release, which is incorporated by reference into the 8-K. While the tender offer for Audible's common stock had not yet commenced at the time of filing, Amazon provided details on how investors could access further information. This includes guidance on obtaining tender offer materials and solicitations from the SEC and designated information agents. Investors are strongly advised to review these forthcoming documents for critical details regarding the offer's terms and conditions before making any investment decisions related to Audible.

Key Highlights

  • 1Amazon.com, Inc. announced a definitive merger agreement with Audible, Inc., dated January 30, 2008.
  • 2The 8-K filing serves as notification of this significant acquisition-related event.
  • 3A joint press release detailing the merger agreement is included as an exhibit.
  • 4The tender offer for Audible's outstanding common stock had not yet commenced as of the filing date.
  • 5Amazon plans to file tender offer materials on Schedule TO with the SEC.
  • 6Audible will file a solicitation/recommendation statement on Schedule 14D-9.
  • 7Investors are urged to read all forthcoming filings carefully for important information about the offer.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally announce that Amazon.com, Inc. has entered into a merger agreement with Audible, Inc. It serves as official notification of this significant corporate event.

No, as of the filing date (January 31, 2008), the tender offer for Audible's common stock had not yet commenced. The filing announces the agreement to merge, not the completion of the acquisition.

Investors can find more details by carefully reviewing the upcoming filings on Schedule TO (to be filed by Amazon) and Schedule 14D-9 (to be filed by Audible), which will contain important information about the terms and conditions of the offer. These documents will be available on the SEC's website (www.sec.gov) and can also be obtained from the information agent, Georgeson Inc., or directly from Amazon and Audible's investor relations websites.

While not explicitly detailed in this 8-K, Audible is known for its digital spoken-word entertainment, and this acquisition likely represents Amazon's strategic move to expand its digital content offerings and services in audio format.