Business Context and Reporting Period
This Form 8-K was filed by Amazon.com, Inc. on June 9, 2008, reporting events occurring between May 9, 2008, and June 9, 2008. The filing addresses the redemption and conversion of the company's outstanding 4.75% Convertible Subordinated Notes due 2009.
Key Financial Metrics and Transaction Details
- Debt Instrument: $500,000,000 principal amount of 4.75% Convertible Subordinated Notes due 2009.
- Redemption Price: 100.475% of principal plus accrued interest from February 1, 2008, through June 8, 2008.
- Conversion Price: $78.0275 per share.
- Shares Issued: 6,061,093 shares of common stock issued upon conversion.
- Cash Redemption: $27,066,000 principal amount redeemed in cash on June 9, 2008.
Material Changes Versus Prior Period
The filing details a significant reduction in outstanding debt and a corresponding increase in equity. Between May 29, 2008, and June 6, 2008, holders elected to convert $472,934,000 of the Notes into common stock. The remaining $27,066,000 was redeemed for cash. This transaction effectively retired the entire $500,000,000 note issuance.
Guidance, Outlook, and Regulatory Context
The issuance of shares was conducted solely to existing security holders pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933. No commission or remuneration was paid for soliciting the exchange. The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard regulatory disclosures for this transaction type.
Investor Verification Checklist
- Verify the impact of 6,061,093 new shares on total share count and earnings per share (EPS) dilution.
- Confirm the cash outflow associated with the $27,066,000 redemption plus accrued interest.
- Review the company's updated debt load following the full retirement of the 2009 Notes.
- Check the market price of Amazon stock relative to the $78.0275 conversion price to understand holder incentives.
