Business Context and Reporting Period
This Form 8-K was filed by Amazon.com, Inc. on September 17, 2008, reporting events occurring between August 18, 2008, and September 17, 2008. The filing addresses the redemption and conversion of the Company's 4.75% Convertible Subordinated Notes due 2009.
Key Financial Metrics and Transaction Details
- Total Notes Called for Redemption: Approximately $399 million in principal amount.
- Notes Converted to Equity: $132,372,000 in principal amount.
- Shares Issued: 1,696,436 shares of common stock.
- Conversion Price: $78.0275 per share.
- Notes Redeemed for Cash: $266,186,000 in principal amount.
- Redemption Price: 100.475% of principal plus accrued interest from August 1, 2008, through September 16, 2008.
The filing text does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity positions outside of this specific transaction.
Material Changes
The primary material change is the reduction of the Company's debt load through the partial conversion and partial cash redemption of the 4.75% Convertible Subordinated Notes. Approximately 33% of the called notes were converted into equity, while the remaining 67% were settled in cash.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the execution of the redemption. The issuance of shares was conducted pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, with no commission paid for soliciting the exchange.
Investor Verification Checklist
- Verify the exact number of shares issued (1,696,436) and the resulting dilution impact on existing shareholders.
- Confirm the total cash outflow required for the redemption of the $266.2 million principal portion plus accrued interest.
- Review the Company's updated debt schedule to reflect the removal of the 4.75% Convertible Subordinated Notes due 2009.
- Check the conversion price of $78.0275 against the market price of Amazon stock during the conversion window (August 18 to September 16, 2008).
