8-KMaterial AgreementsRegulation FDOther Events+1

AMAZON COM INC 8-K Report, Material Agreement (Jul 22, 2009)

Filed July 22, 2009For Securities:AMZN

Summary

Amazon.com, Inc. (AMZN) filed an 8-K on July 22, 2009, to announce a significant development: the entry into an Agreement and Plan of Merger to acquire Zappos.com, Inc. This strategic move positions Amazon to significantly expand its e-commerce footprint, particularly in the online footwear and apparel market, by integrating Zappos' strong brand and customer loyalty. The acquisition, valued at approximately $1.2 billion in a mix of cash and stock, aims to leverage Zappos' unique culture and operational model while benefiting from Amazon's scale and infrastructure. Investors should note that this report serves as a notification of the material definitive agreement, with further details to be disclosed in a forthcoming Form S-4 registration statement. The filing also includes a cautionary note regarding forward-looking statements, highlighting potential risks and uncertainties associated with the merger's consummation, integration, and future performance. The company emphasizes that actual results could differ materially from projections due to various factors, including regulatory approvals, customer retention, and competitive pressures.

Key Highlights

  • 1Amazon.com, Inc. has entered into a definitive agreement to acquire Zappos.com, Inc.
  • 2The acquisition is structured as a merger, with Zappos becoming a wholly-owned subsidiary of Amazon.
  • 3The deal is valued at approximately $1.2 billion, comprised of cash and Amazon common stock.
  • 4This acquisition is expected to bolster Amazon's presence in the online apparel and footwear market.
  • 5Details regarding the merger will be further elaborated in an upcoming Form S-4 filing.
  • 6The filing includes standard forward-looking statements and a disclaimer of risks and uncertainties related to the merger.
  • 7Anthony Hsieh, Zappos CEO, sent an internal email to Zappos employees regarding the proposed merger.

Frequently Asked Questions

This 8-K filing serves to officially announce Amazon.com, Inc.'s entry into a material definitive agreement to acquire Zappos.com, Inc., signaling a significant strategic move for the company.

The acquisition of Zappos is valued at approximately $1.2 billion, to be paid in a combination of Amazon.com's common stock and cash.

The filing warns of potential risks including the failure to consummate the merger, difficulties in integration, challenges in retaining Zappos customers and employees, competitive pressures, and other general business risks affecting Amazon's financial results.

Investors are advised to look for the registration statement on Form S-4 that Amazon.com will file with the SEC. This document will contain a consent solicitation/prospectus with more comprehensive information about the proposed merger.