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As filed with the Securities and Exchange Commission on July 27, 2009

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)

1200 12th Avenue South, Suite 1200

Seattle, WA 98144-2734

(206) 266-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

L. Michelle Wilson

Senior Vice President, General Counsel and Secretary

Amazon.com, Inc.

1200 12th Avenue South, Suite 1200

Seattle, Washington 98144-2734

(206) 266-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

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 of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this consent solicitation/prospectus is not complete and may be changed. We may not sell the securities discussed herein until the Registration Statement filed with the Securities and Exchange Commission is effective. This consent solicitation/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION—DATED [                    ], 2009

[                    ], 2009

We are pleased to report that the Zappos.com, Inc. Board of Directors has approved a merger involving Zappos.com, Inc. (“Zappos”) and Amazon.com, Inc. (“Amazon”). Before we can complete the merger, we must obtain the approval of Zappos shareholders, and we are sending you this document to ask you to approve the merger and adopt and approve the merger agreement and the transactions contemplated thereby by executing and returning the written consent furnished with this consent solicitation/prospectus. No vote of Amazon shareholders is required to complete the merger.

If the merger is completed:

In connection with the merger, we are also asking holders of Zappos Series A, Series B, Series C and Series D preferred stock to consent to conversion of the series of preferred stock that they own into shares of Zappos common stock, contingent upon adoption and approval of the merger agreement, and effective immediately before consummation of the merger.

The total merger consideration is equal to (a) $838,000,000, minus (b) $52,000,000 for Zappos’ net debt as of March 31, 2009, plus (c) the lesser of (1) $35,000,000 and (2) the aggregate exercise price of all stock purchase rights, whether vested or unvested, outstanding and unexercised as of the closing of the merger, plus the aggregate exercise price of all stock purchase rights exercised between June 8, 2009 and the closing of the merger, minus (d) the lesser of (1) $15,000,000 and (2) Zappos’ transaction expenses incurred in connection with the merger. The total aggregate number of Amazon shares to be issued in connection with the merger, including future issuance under vested and unvested stock purchase rights assumed in the merger, is the total merger consideration divided by $81.09, which is the average of the closing prices of Amazon common stock for the forty-five trading days ending July 17, 2009.

Each share of Zappos common stock would convert into at least 0.1688 shares of Amazon common stock if (i) all outstanding Zappos Series A, Series B, Series C and Series D preferred stock and Zappos Series B warrants are converted to Zappos common stock before the merger, (ii) the aggregate exercise price of all Zappos stock purchase rights outstanding at the closing of the merger or exercised between June 8, 2009 and the closing remains $30,000,000 (the approximate amount on July 22, 2009) and (iii) Zappos’ transaction expenses are $15,000,000 (the maximum amount). However, the final exchange ratio for Zappos common stock in the merger is expected to be higher. For example, if, in the example above, the aggregate exercise price of all Zappos stock purchase rights outstanding at the closing of the merger or exercised between June 8, 2009 and the closing is $33,000,000 and the Zappos’ transaction expenses are $12,000,000, then each share of Zappos common stock will be converted into approximately 0.1694 shares of Amazon common stock and Amazon will issue approximately 9,952,000 shares of its common stock in the merger.

Amazon’s common stock is traded on the NASDAQ Global Select Market under the symbol “AMZN.” The closing price of Amazon’s common stock on July 21, 2009, the day immediately before the announcement of the merger was $89.01.

The Zappos Board of Directors has carefully considered the merger and the terms of the merger agreement and has determined that the merger is fair, advisable and in the best interests of Zappos and its shareholders. Accordingly, the Zappos Board of Directors has unanimously approved the merger and adopted and approved the merger agreement and the transactions contemplated thereby and recommends that you approve the merger and adopt and approve the merger agreement and the transactions contemplated thereby.

The Zappos Board of Directors has set [                    ], 2009 as the record date for determining holders of Zappos common stock and preferred stock entitled to execute and deliver written consents with respect to this solicitation. If you are a record holder of outstanding Zappos common stock or preferred stock on that date, you are urged to complete, date and sign the enclosed written consent and promptly return it to Zappos. See “Solicitation of Written Consents—Submission of Consents” on page 30. The Zappos Board of Directors has set [                    ], 2009 as the target final date for receipt of written consents. Zappos reserves the right to extend the final date for receipt of written consents without any prior notice to shareholders.

We urge you to read this consent solicitation/prospectus, and the documents incorporated by reference into this consent solicitation/prospectus, carefully and in their entirety; in particular, see “Risk Factors” beginning on page 18.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this consent solicitation/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This consent solicitation/prospectus is dated [                    ], 2009, and is first being mailed to Zappos shareholders on or about [                    ], 2009.

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Zappos.com, Inc.

2280 Corporate Circle Drive, Suite 100

Henderson, Nevada 89074

Notice of Solicitation of Written Consent

To Shareholders of Zappos:

Zappos has entered into the Agreement and Plan of Merger, dated as of July 22, 2009, among Amazon.com, Inc. (“Amazon”), Zeta Acquisition, Inc., Zappos.com, Inc. (“Zappos”) and Alfred Lin as shareholder representative (as amended from time to time, the “Merger Agreement”), pursuant to which Zappos will merge with a wholly-owned subsidiary of Amazon (the “Merger”).

This consent solicitation/prospectus is being delivered to you on behalf of the Zappos Board of Directors (the “Zappos Board”) to request that holders of Zappos common stock and preferred stock as of [                    ], 2009 (the “Record Date”) execute and return written consents:

As a record holder of outstanding Zappos common stock or preferred stock on the Record Date, you are urged to complete, date and sign the enclosed written consent and promptly return it to Zappos. The Zappos Board has set [                    ], 2009 as the target final date for receipt of written consents. Zappos reserves the right to extend the final date for receipt of written consents without any prior notice to shareholders.

This consent solicitation/prospectus describes the proposed Merger and the actions to be taken in connection with the Merger and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Merger Agreement is attached as Appendix A to this consent solicitation/prospectus.

A summary of the dissenters’ rights that may be available to you are described in “Rights of Dissenting Shareholders” on page 64.

The Zappos Board has carefully considered the Merger and the terms of the Merger Agreement and has determined that the Merger is fair, advisable and in the best interests of Zappos and its shareholders. Accordingly, the Zappos Board unanimously recommends that Zappos shareholders approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby by executing and delivering the written consent furnished with this consent solicitation/prospectus.

Regardless of the number of shares you own, your written consent is important. Please complete, date and sign the written consent furnished with this consent solicitation/prospectus and return it promptly to Zappos by one of the means described in “Solicitation of Written Consents – Submission of Consents” on page 30 below.

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ADDITIONAL INFORMATION

This consent solicitation/prospectus incorporates important business and financial information about Amazon that is not included or delivered with this document. You may obtain this information without charge through the Securities and Exchange Commission (“SEC”) website (www.sec.gov) or upon your written or oral request by contacting Investor Relations, Amazon.com, Inc., P.O. Box 81226, Seattle, WA 98108-1226 or by calling 1-800-426-6825. To ensure timely delivery, any request should be made at least five (5) business days before the target date for receipt of written consents, or [            ], 2009. For additional details about where you can find information about Amazon, see “Where You Can Find More Information” on page 85.

You should rely only on the information contained or incorporated by reference in this document. We have not authorized anyone to provide you with different information. This document is dated [            ], 2009. You should not assume that information contained in this document is accurate as of any date other than that date. Neither the mailing of this document to Zappos shareholders nor the issuance by Amazon of common stock in the Merger will create any implication to the contrary.

Amazon has supplied all information relating to Amazon contained or incorporated by reference in this document and Zappos has supplied all information relating to Zappos in this document.

Information on the Internet websites of Amazon or Zappos, or any subsidiary of Amazon or Zappos, is not part of this document. You should not rely on that information in deciding whether to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby unless that information is in this document or has been incorporated by reference into this document.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this consent solicitation/prospectus, including information incorporated by reference, are not statements of historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Examples of forward-looking statements, include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per share, cash flow, the payment or non-payment of dividends, capital structure, and other financial items, (ii) statements of plans and objectives by management or boards of directors including those relating to the expected operation and management of Zappos following the Merger and expected benefits, efficiencies and integration of operations from and following the Merger, (iii) statements of future economic performance and (iv) statements of assumptions underlying such statements. Words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “targeted,” “may,” “will” and similar expressions are used to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements reflect management’s current expectations, are inherently uncertain and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those contemplated by the forward-looking statements for a variety of reasons. Factors that could cause future results to differ materially from expected results include, but are not limited to: failure or inability to consummate the Merger, effects of the Merger on Amazon’s financial results, the effect of regulatory approvals, the difficulty in determining the fair value of Zappos, the potential inability to successfully operate or integrate Zappos’ businesses, including the potential inability to retain customers, key employees or vendors, fluctuations in foreign exchange rates, changes in global economic conditions and consumer spending, world events, the rate of growth of the Internet and online commerce, as well as the amount that Amazon invests in new business opportunities and the timing of those investments, the mix of products sold to customers, the mix of net sales derived from products as compared with services, the extent to which Amazon owes income taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the

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outcomes of legal proceedings and claims, fulfillment center optimization, risks of inventory management, seasonality, the degree to which Amazon enters into, maintains and develops commercial agreements, acquisitions and strategic transactions, and risks of fulfillment throughput and productivity. Other risks and uncertainties include, among others, risks related to new products, services and technologies, system interruptions, government regulation and taxation, payments and fraud. In addition, the current global economic climate amplifies many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in “Risk Factors” beginning on page 18.

Such forward-looking statements speak only as of the date on which such statements are made, and neither Amazon nor Zappos undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a shareholder of Zappos, may have regarding the Merger, the Merger Agreement and the other matters being considered by Zappos shareholders and brief answers to those questions. Zappos urges you to read carefully the remainder of this consent solicitation/prospectus because the information in this section may not provide all the information that might be important to you with respect to the Merger and the other matters being considered by Zappos shareholders. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this consent solicitation/prospectus.

Q1: Who is soliciting my written consent?

A1: The Zappos Board is providing these consent solicitation materials to you. These materials also constitute a prospectus with respect to the Amazon common stock issuable to Zappos shareholders in the Merger.

Q2: What am I being asked to approve?

A2: You are being asked to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby. In addition, if you are a holder of Zappos Series A, Series B, Series C or Series D preferred stock, you are being asked to approve the conversion of all of the shares of the series of Zappos preferred stock that you own into shares of Zappos common stock, contingent upon adoption and approval of the Merger Agreement and effective immediately before consummation of the Merger.

Q3: Who is entitled to give a written consent?

A3: The Zappos Board has set [            ], 2009 as the Record Date for determining holders of Zappos common stock and preferred stock entitled to execute and deliver written consents with respect to this solicitation. Holders of Zappos common stock and preferred stock on the Record Date will be entitled to give a consent using the written consent furnished with this consent solicitation/prospectus. If you are a Zappos shareholder on the Record Date, you will be able to give or withhold a consent, or abstain, on each proposal on which you are entitled to vote, using the written consent furnished with this consent solicitation/prospectus.

Q4: What will I receive in the Merger?

A4: Under the Merger Agreement, the number of shares of Amazon common stock to be issued as consideration in the Merger is affected by a number of factors described in this consent solicitation/prospectus, and the number of shares of Amazon common stock issued for each share of Zappos common stock will be affected by the extent to which Zappos shareholders elect to convert preferred shares to common stock before the Merger. Each share of Zappos common stock would convert into at least 0.1688 shares of Amazon common stock if (i) all outstanding Zappos Series A, Series B, Series C and Series D preferred stock and Zappos Series B warrants are converted to Zappos common stock before the Merger, (ii) the aggregate exercise price of all Zappos stock purchase rights (including options and warrants) (collectively, the “Stock Purchase Rights”) outstanding at the closing of the Merger or exercised between June 8, 2009 and the closing remains $30,000,000 (the approximate amount on July 22, 2009) and (iii) Zappos’ transaction expenses are $15,000,000 (the maximum amount). However, the final exchange ratio for Zappos common stock in the Merger is expected to be higher. All non-dissenting Zappos shareholders also will have a portion of the Merger consideration that they would otherwise be entitled to receive deposited in (a) an escrow fund that will be used to compensate Amazon if Amazon is entitled to indemnification under the Merger Agreement and (b) a shareholder representative expense fund that will be used to reimburse Alfred Lin, as shareholder representative (the “Shareholder Representative”), for expenses incurred in performance of his duties as the shareholder representative (including legal fees and related expenses).

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Q5: What is the recommendation of the Zappos Board?

A5: The Zappos Board has determined that the Merger is fair, advisable and in the best interests of Zappos and you and unanimously recommends that you approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby by executing and delivering the written consent furnished with this consent solicitation/prospectus.

Q6: Why is my written consent important?

A6: We cannot complete the Merger unless Zappos shareholders approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby. Approval of the Merger and adoption and approval of the Merger Agreement and the transactions contemplated thereby requires: (i) the approval of a majority of the outstanding shares of Zappos common stock; (ii) the approval of a majority of the voting power of the outstanding shares of Zappos preferred stock; and (iii) the approval of a majority of the voting power of the outstanding shares of Zappos Series E and Series F preferred stock tabulated together as a single class. In addition, Amazon is not required to complete the Merger unless holders of not more than 15% of the total shares of Zappos common stock and Zappos preferred stock collectively are, or have the ability to become, dissenting shares, pursuant to the California General Corporation Law, meaning that holders of shares representing at least 85% of the shares of Zappos common stock and preferred stock collectively outstanding immediately prior to the effective time of the Merger have adopted and approved the Merger Agreement or otherwise allowed their dissenters’ rights to lapse under California law or did not have dissenters’ rights because such shares were not issued and outstanding as of the Record Date.

In addition, if you are a holder of Zappos Series A, Series B, Series C and/or Series D preferred stock, approving the conversion of all of the shares of the series of preferred stock that you own into shares of Zappos common stock contingent upon adoption and approval of the Merger Agreement and effective immediately before consummation of the Merger provides you a ready means to receive the merger consideration payable to holders of Zappos common stock and yet convert your shares of Zappos Series A, Series B, Series C and Series D preferred stock only if the Merger Agreement is adopted and approved. Approval of the conversion of all of the shares of Zappos Series A, Series B, Series C and Series D preferred stock requires the consent of more than fifty percent of the outstanding shares of each such series of preferred stock. The conversion of any series of preferred stock is not contingent upon the approval by holders of any other series of the conversion of such other series. See “Summary of the Merger Agreement—Merger Consideration; Conversion of Shares in the Merger” on page 47 and “Approval of Conversion of Zappos Series A, Series B, Series C and Series D Preferred Stock to Zappos Common Stock” on page 82.

Q7: What options do I have with respect to the proposals?

A7: With respect to the shares of Zappos common stock and preferred stock that you hold, you may execute a written consent to approve each proposal (which is equivalent to a vote for the proposal) or to disapprove each proposal (which is equivalent to a vote against the proposal). If you fail to execute and return your written consent, it has the same effect as voting against the proposal.

Q8: How can I return my written consent?

A8: If you hold shares of Zappos common stock or preferred stock as of the Record Date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Zappos. Once you have completed, dated and signed your written consent, deliver it to Zappos by faxing your written consent to Zappos’ legal counsel, Fenwick & West LLP, Attention Connie Duong, at (650) 938-5200, by emailing a pdf copy of your written consent to cduong@fenwick.com, or by mailing your written consent to Fenwick & West LLP at Silicon Valley Center, 801 California Ave., Mountain View, CA 94041, Attention: Connie Duong.

We will not be holding a shareholders’ meeting to consider these proposals, and therefore you will be unable to vote by attending a shareholders meeting.

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Q9: What happens if I do not return my written consent?

A9: If you are a record holder of shares of Zappos common stock or preferred stock and you do not return your written consent, that will have the same effect as a vote against the proposals.

Q10: What if I am a record holder and I don’t indicate a decision with respect to the proposals?

A10: If you are a record holder and you return a signed written consent without indicating your decision on a proposal, you will have given your consent to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby and approve the conversion of all of the shares of the series of Zappos Series A, Series B, Series C and Series D preferred stock that you own, if any, into shares of Zappos common stock, contingent upon adoption and approval of the Merger Agreement and effective immediately before consummation of the Merger.

Q11: What is the deadline for returning my written consent?

A11: The Zappos Board has set [            ], 2009 as the targeted final date for receipt of written consents. Zappos reserves the right to extend the final date for receipt of written consents beyond [            ], 2009 in the event that consents approving the Merger and adopting and approving the Merger Agreement and the transactions contemplated thereby have not been obtained by that date from holders of a sufficient number of shares of Zappos common stock and Zappos preferred stock to satisfy the conditions to the Merger. Any such extension may be made without notice to shareholders. Once all conditions to the Merger have been satisfied or waived, the consent solicitation will conclude.

Q12: Can I change or revoke my written consent?

A12: Yes, if you are a record holder on the Record Date of shares of Zappos common stock or preferred stock, you may change or revoke your consent to a proposal at any time before the consents of a sufficient number of shares to approve and adopt such proposal have been filed with Zappos’ corporate secretary. If you wish to change or revoke your previously provided consent before that time, you may do so by sending in a new written consent with a later date in accordance with the section entitled “Solicitation of Written Consents—Submission of Consents” on page 30, or delivering a notice of revocation to the Secretary of Zappos.

Q13: Can I exercise dissenters’ rights?

A13: If you are a Zappos shareholder who did not approve the Merger via written consent, you may, by complying with Sections 1300 through 1313 of the California General Corporation Law, be entitled to the dissenters’ rights described therein. Sections 1300 through 1313 of the California General Corporation Law are attached to this consent solicitation/prospectus as Appendix B. Failure to follow precisely any of the statutory procedures set forth in Appendix B may result in the loss or waiver of dissenters’ rights under California law.

Q14: Should I send in my stock certificates now?

A14: No. After we complete the Merger, Amazon will send instructions to you explaining how to exchange your Zappos shares for a certificate or direct registration statement for your Amazon shares.

Q15: When do you expect to complete the Merger?

A15: We currently expect to complete the Merger in the fall of 2009. However, we cannot assure you when or if the Merger will occur. We must first obtain approval of Zappos shareholders and satisfy other conditions to completing the Merger.

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Q16: Will I be taxed on the shares of Amazon common stock that I receive?

A16: Generally, no. The Merger has been structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, it is anticipated that a Zappos shareholder generally will not recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Zappos stock for shares of Amazon common stock in the Merger, except for gain or loss attributable to cash received in lieu of a fractional share of Amazon common stock. Certain Zappos shareholders may be subject to special tax rules. Shareholders should consult their tax advisors for a full understanding of all of the tax consequences of the Merger to them. See “Material United States Federal Income Tax Considerations” on page 62.

Q17: Whom should I call if I have questions?

A17: If you have questions about the Merger or the process for returning your written consent or if you need additional copies of this document or a replacement written consent, please contact: Alfred Lin, Chairman, Chief Operating Officer and Chief Financial Officer at alfred@zappos.com, (702) 943-7820 or 2280 Corporate Circle Drive, Suite 100, Henderson, Nevada 89074.

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RISK FACTORS

You should consider carefully the risks described below in assessing the Merger and an investment in the common stock of Amazon.

Risks Relating to the Merger

There Is No Assurance When or Even If the Merger Will Be Completed

Completion of the Merger is subject to the satisfaction or waiver of a number of conditions. There can be no assurance that Amazon or Zappos will be able to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived.

Amazon and Zappos can agree at any time to terminate the Merger Agreement, even if Zappos shareholders have already voted to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby. Amazon and Zappos can also terminate the Merger Agreement under other specified circumstances.

Amazon’s Share Price May Fluctuate Prior to the Completion of the Merger

Upon completion of the Merger, each share of Zappos common stock and preferred stock will be converted into merger consideration consisting of shares of Amazon common stock. Any change in the price of Amazon common stock prior to completion of the Merger will affect the dollar value of the merger consideration that Zappos shareholders will receive upon completion of the Merger. Changes in the price of Amazon common stock could result from a variety of factors, including general market and economic conditions, changes in Amazon’s business, operations and prospects and regulatory considerations.

The Issuance of Shares of Amazon Common Stock to Zappos Shareholders in the Merger May Have a Negative Impact on the Amazon Financial Results, including Earnings per Share

If the Merger is completed, approximately 9,952,000 shares of Amazon common stock may be issued to Zappos shareholders based on the number of shares of Zappos stock outstanding as of July 17, 2009, representing 2.3% of the number of shares Amazon common stock outstanding as of July 17, 2009. Once Amazon shares are issued in the Merger, Amazon’s earnings per share may be lower than would have been reported by Amazon in the absence of the Merger. There can be no assurance that any increase in Amazon’s earnings per share will occur, even over the long term. Any increase in Amazon’s earnings per share as a result of the Merger requires, among other things, Amazon to successfully manage the operations of Zappos and increase the consolidated earnings of Amazon after the Merger.

Amazon and Zappos May Be Unable to Obtain the Regulatory Approvals Required to Complete the Merger

The Merger is subject to review by the Federal Trade Commission, (the “FTC”) and the Department of Justice (“DOJ”) under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”). Under the HSR Act, Amazon and Zappos are required to make pre-merger notification filings and to await the expiration or early termination of the statutory waiting period prior to completing the Merger. The Merger may also be subject to review by certain other governmental authorities under the antitrust laws of various other jurisdictions where Amazon or Zappos conduct business. While Amazon and Zappos expect to obtain the required regulatory clearances, consents and approvals, Amazon and Zappos cannot be certain that the required approvals will be obtained, nor can they be certain that the approvals will be obtained within the time contemplated by the Merger Agreement. A delay in obtaining the required clearances, consents and approvals will delay and may possibly prevent the completion of the Merger. In addition, during or after the statutory waiting periods and clearance of the Merger, and even after completion of the Merger, the FTC, the DOJ, a state attorney general or other United States or governmental authorities could challenge or seek to block the Merger

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under the antitrust laws, as they deem necessary or desirable in the public interest. Moreover, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the Merger, before or after it is completed. There can be no assurance that a challenge to the Merger will not be made or that, if a challenge is made, Amazon and Zappos will prevail.

There Has Been No Public Market for Zappos Common Stock and Zappos Preferred Stock, and the Lack of a Public Market Makes It Extremely Difficult to Determine the Fair Market Value of Zappos

The outstanding capital stock of Zappos is privately held and is not traded on any public market. The lack of a public market makes it extremely difficult to determine the fair market value of Zappos. The value ascribed to Zappos securities in privately negotiated transactions that have occurred from time to time or in other contexts may not be indicative of the price that Zappos common stock may have traded at if it were traded on a public market. The number of shares of Amazon common stock to be issued to Zappos shareholders was determined based on negotiations between the parties, and likewise may not be indicative of the price at which Zappos common stock may have traded if it were traded on a public market.

Successful Operation of Zappos’ Businesses and Integration with Amazon Is Not Assured

If the Merger is completed, Zappos will become a wholly-owned subsidiary of Amazon but will operate its websites and continue other aspects of its operations on a basis that is separate from Amazon’s websites and operations. There can be no assurance that after the Merger Zappos will be able to maintain and grow its business and operations. In addition, the market segments in which Zappos operates may experience declines in demand and/or new competitors. Integrating and coordinating certain aspects of the operations and [personnel] of Zappos with Amazon will involve complex operational, technological and personnel-related challenges. This process will be time-consuming and expensive, may disrupt the business of either or both of the companies and may not result in the full benefits expected by Amazon. The potential difficulties, and resulting costs and delays, include:

Directors and Officers of Zappos May Have Conflicts of Interest That May Influence Them to Support or Approve the Merger

Although the Zappos Board recommended to Zappos shareholders that they approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby, Zappos shareholders should be aware that certain members of the Zappos Board and executive officers of Zappos have interests in the transactions contemplated by the Merger Agreement that may be different from, or are in addition to, the general interests of Zappos shareholders, as described in “Proposed Merger—Interests of Certain Persons in the Merger” on page 45. Zappos shareholders should consider whether these interests may have influenced these directors and executive officers to support or recommend the Merger.

The Rights of Zappos Shareholders Who Become Amazon Shareholders in the Merger Will Be Governed By Delaware Law and By Amazon’s Restated Certificate of Incorporation and Amended and Restated Bylaws

Zappos shareholders who receive shares of Amazon common stock in the Merger will become Amazon shareholders. Amazon currently is a corporation formed under the laws of Delaware. As a result, Zappos shareholders who become shareholders in Amazon will be governed by the Delaware General Corporation Law and Amazon’s Restated Certificate of Incorporation (“Amazon’s Certificate of Incorporation”) and Amazon Amended and Restated Bylaws (“Amazon’s Bylaws”), rather than being governed by the California General

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Corporation Law and the Zappos’ Articles of Incorporation and Zappos’ Amended and Restated Bylaws (“Zappos’ Bylaws”). There may be material differences between the current rights of Zappos shareholders, as compared to the rights they will have as Amazon shareholders. For more information, see “Comparison of Rights of Shareholders” beginning on page 70 of this consent solicitation/prospectus.

Risks Relating to Amazon’s Business

If any of the following risks occur, Amazon’s business, financial condition, operating results and cash flows could be materially adversely affected. In addition, the current global economic climate amplifies many of these risks.

Amazon Faces Intense Competition

Amazon’s businesses are rapidly evolving and intensely competitive, and Amazon has many competitors in different industries, including retail, e-commerce services, digital and web services. Many of its current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. They may secure better terms from vendors, adopt more aggressive pricing and devote more resources to technology, fulfillment, and marketing.

Competition may intensify as Amazon’s competitors enter into business combinations or alliances and established companies in other market segments expand into Amazon’s market segments. In addition, new and enhanced technologies, including search, web services and digital, may increase its competition. The Internet facilitates competitive entry and comparison shopping and renders e-commerce inherently more competitive than other retail. Increased competition may reduce Amazon’s sales and profits.

Amazon’s Expansion Places a Significant Strain on Its Management, Operational, Financial and Other Resources

Amazon is rapidly and significantly expanding its global operations, including increasing its product and service offerings and scaling its infrastructure to support its retail and services businesses. This expansion increases the complexity of Amazon’s business and places significant strain on its management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. Amazon may not be able to manage growth effectively, which could damage its reputation, limit its growth and negatively affect its operating results.

Amazon’s Expansion into New Products, Services, Technologies and Geographic Regions Subjects Amazon to Additional Business, Legal, Financial and Competitive Risks

Amazon may have limited or no experience in its newer market segments, and Amazon’s customers may not adopt its new product or service offerings, which include seller services, digital, web services and electronic devices. These offerings may present new and difficult technology challenges, and Amazon may be subject to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, Amazon’s gross profits in its newer activities may be lower than in its older activities, and Amazon may not be successful enough in these newer activities to recoup its investments in them. If any of this were to occur, it could damage Amazon’s reputation, limit growth and negatively affect Amazon’s operating results.

Amazon May Experience Significant Fluctuations in Its Operating Results and Growth Rate

Amazon may not be able to accurately forecast its growth rate. Amazon bases its expense levels and investment plans on sales estimates. A significant portion of Amazon’s expenses and investments is fixed, and Amazon may not be able to adjust its spending quickly enough if its sales are less than expected.

Amazon’s revenue growth may not be sustainable, and Amazon’s percentage growth rates may decrease. Amazon’s revenue and operating profit growth depends on the continued growth of demand for the products and

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services Amazon or its sellers offer, and its business is affected by general economic and business conditions worldwide. A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. or global economies, may result in decreased revenue or growth.

Amazon’s net sales and operating results will also fluctuate for many other reasons, including due to risks described elsewhere in this section and the following:

Amazon May Not Be Successful in Its Efforts to Expand into International Market Segments

Amazon’s international activities are significant to its revenues and profits, and Amazon plans to further expand internationally. Amazon has relatively little experience operating in these or future market segments and may not benefit from any first-to-market advantages or otherwise succeed. It is costly to establish, develop and maintain international operations and websites and promote Amazon’s brand internationally. Amazon’s international operations may not be profitable on a sustained basis.

In addition to risks described elsewhere in this section, Amazon’s international sales and operations are subject to a number of risks, including:

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As the international e-commerce channel grows, competition will intensify. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer, as well as their more established local brand names. Amazon may not be able to hire, train, retain and manage required personnel, which may limit Amazon’s international growth.

In 2004, Amazon acquired Joyo.com Limited, which is organized under the laws of the British Virgin Islands and through a People’s Republic of China (“PRC”) entity, provides technology and services for the Joyo Amazon websites. The PRC regulates Joyo Amazon’s business through regulations and license requirements restricting (i) foreign investment in the Internet, retail and delivery sectors, (ii) Internet content and (iii) the sale of media and other products. In order to meet local ownership and regulatory licensing requirements, Joyo Amazon’s business is operated by PRC companies owned by nominee shareholders who are PRC nationals. Although Amazon believes Joyo Amazon’s structure complies with existing PRC laws, it involves unique risks. There are substantial uncertainties regarding the interpretation of PRC laws and regulations, and it is possible that the PRC government will ultimately take a view contrary to Amazon’s. If Joyo Amazon (including its subsidiary and affiliates) were found to be in violation of any existing or future PRC laws or regulations or if interpretations of those laws and regulations were to change, the business could be subject to fines and other financial penalties, have its licenses revoked or be forced to shut down entirely. In addition, if Joyo Amazon were unable to enforce its contractual relationships with respect to management and control of its business, it might be unable to continue to operate the business.

If Amazon Does Not Successfully Optimize and Operate Its Fulfillment Centers, Amazon’s Business Could Be Harmed

If Amazon does not adequately predict customer demand or otherwise optimize and operate its fulfillment centers successfully, it could result in excess or insufficient inventory or fulfillment capacity, result in increased costs, impairment charges, or both, or harm Amazon’s business in other ways. A failure to optimize inventory will increase net shipping cost by requiring long-zone or partial shipments. Orders from several of Amazon’s

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websites are fulfilled primarily from a single location, and Amazon has only a limited ability to reroute orders to third parties for drop-shipping. Amazon and its co-sourcers may be unable to adequately staff its fulfillment and customer service centers. As Amazon continues to add fulfillment and warehouse capability or add new businesses with different fulfillment requirements, its fulfillment network becomes increasingly complex and operating it becomes more challenging. If the other businesses on whose behalf Amazon performs inventory fulfillment services deliver product to Amazon’s fulfillment centers in excess of forecasts, Amazon may be unable to secure sufficient storage space and may be unable to optimize its fulfillment centers. There can be no assurance that Amazon will be able to operate its network effectively.

Amazon relies on a limited number of shipping companies to deliver inventory to it and completed orders to its customers. If Amazon is not able to negotiate acceptable terms with these companies or they experience performance problems or other difficulties, it could negatively impact Amazon’s operating results and customer experience. In addition, Amazon’s ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of war or terrorism, acts of God and similar factors.

Third parties either drop-ship or otherwise fulfill an increasing portion of Amazon’s customers’ orders, and Amazon is increasingly reliant on the reliability, quality and future procurement of their services. Under some of its commercial agreements, Amazon maintains the inventory of other companies, thereby increasing the complexity of tracking inventory and operating Amazon’s fulfillment centers. Amazon’s failure to properly handle such inventory or the inability of these other companies to accurately forecast product demand would result in unexpected costs and other harm to Amazon’s business and reputation.

The Seasonality of Amazon’s Business Places Increased Strain on Amazon’s Operations

Amazon expects a disproportionate amount of its net sales to occur during its fourth quarter. If Amazon does not stock or restock popular products in sufficient amounts such that it fails to meet customer demand, it could significantly affect Amazon’s revenue and Amazon’s future growth. If Amazon overstocks products, it may be required to take significant inventory markdowns or write-offs, which could reduce gross profits. Amazon may experience an increase in its net shipping cost due to complimentary upgrades, split-shipments and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access Amazon’s websites within a short period of time due to increased holiday demand, Amazon may experience system interruptions that make its websites unavailable or prevent Amazon from efficiently fulfilling orders, which may reduce the volume of goods Amazon sells and the attractiveness of Amazon’s products and services. In addition, Amazon may be unable to adequately staff its fulfillment and customer service centers during these peak periods and delivery and other fulfillment companies and customer service co-sourcers may be unable to meet the seasonal demand. Amazon also faces risks described elsewhere in this Risk Factors section relating to fulfillment center optimization and inventory.

Amazon generally has payment terms with its vendors that extend beyond the amount of time necessary to collect proceeds from its customers. As a result of holiday sales, at December 31 of each year, Amazon’s cash, cash equivalents and marketable securities balances typically reach their highest level (other than as a result of cash flows provided by or used in investing and financing activities). This operating cycle results in a corresponding increase in accounts payable at December 31. Amazon’s accounts payable balance generally declines during the first three months of the year, resulting in a corresponding decline in its cash, cash equivalents and marketable securities balances.

Amazon’s Business Could Suffer if It Is Unsuccessful in Making, Integrating and Maintaining Commercial Agreements, Strategic Alliances and Other Business Relationships

Amazon provides e-commerce services to other businesses, such as through its seller programs, including Webstore by Amazon and Fulfillment by Amazon, as well as through other commercial agreements, strategic alliances and business relationships. Under these agreements, Amazon provides technology, fulfillment and other

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services, as well as enables sellers to offer products or services through Amazon’s websites and power their websites. These arrangements are complex and require substantial personnel and resource commitments by Amazon, which may limit the agreements Amazon is able to enter into and Amazon’s ability to integrate and deliver services under them. If Amazon fails to implement, maintain and develop the components of these commercial relationships, which may include fulfillment, customer service, inventory management, tax collection, payment processing, licensing of third-party software, hardware and content and engaging third parties to perform hosting and other services, these initiatives may not be viable. The amount of compensation Amazon receives under certain of these agreements is partially dependent on the volume of the other company’s sales. Therefore, if the other company’s offering is not successful, the compensation Amazon receives may be lower than expected or the agreement may be terminated. Moreover, Amazon may not be able to enter into additional commercial relationships and strategic alliances on favorable terms. Amazon also may be subject to claims from businesses to which it provides these services if it is unsuccessful in implementing, maintaining or developing these services.

As Amazon’s agreements terminate, Amazon may be unable to renew or replace these agreements on comparable terms, or at all. Some of Amazon’s agreements involve high margin services, such as marketing and promotional agreements, and as they expire they may be replaced, if at all, by agreements involving lower margin services. In the future, Amazon may enter into amendments on less favorable terms or encounter parties that have difficulty meeting their contractual obligations to Amazon, which could adversely affect Amazon’s operating results.

Present and future e-commerce services agreements, other commercial agreements and strategic alliances create additional risks such as:

Amazon’s Business Could Suffer if Amazon Is Unsuccessful in Making, Integrating and Maintaining Acquisitions and Investments

Amazon has acquired and invested in a number of companies and it may acquire or invest in or enter into joint ventures with additional companies. These transactions create risks such as:

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As a result of future acquisitions or mergers, Amazon might need to issue additional equity securities, spend its cash, or incur debt, contingent liabilities or amortization expenses related to intangible assets, any of which could reduce its profitability and harm Amazon’s business. In addition, valuations supporting Amazon’s acquisitions and strategic investments could change rapidly given the current global economic climate. Amazon could determine that such valuations have experienced impairments or other-than-temporary declines in fair value, which could adversely impact Amazon’s financial results.

Amazon Has Foreign Exchange Risk

The results of operations of, and certain of Amazon’s intercompany balances associated with, Amazon’s international websites are exposed to foreign exchange rate fluctuations. Upon translation, operating results may differ materially from expectations, and Amazon may record significant gains or losses on the remeasurement of intercompany balances. As Amazon has expanded its international operations, its exposure to exchange rate fluctuations has increased.

Amazon also holds cash equivalents and/or marketable securities primarily in Euros, British Pounds and Japanese Yen. If the U.S. Dollar strengthens compared to these currencies, cash equivalents and marketable securities balances, when translated, may be materially less than expected and vice versa.

The Loss of Key Senior Management Personnel Could Negatively Affect Amazon’s Business

Amazon depends on its senior management and other key personnel, particularly Jeff Bezos, Amazon’s President, CEO and Chairman. Amazon does not have “key person” life insurance policies. The loss of any of Amazon’s executive officers or other key employees could harm Amazon’s business.

System Interruption and the Lack of Integration and Redundancy in Amazon’s Systems May Affect Amazon’s Sales

Customer access to Amazon’s websites and the speed with which a customer navigates and makes purchases on its websites affect Amazon’s net sales, operating results and the attractiveness of Amazon’s products and services. Amazon experiences occasional system interruptions and delays that make its websites unavailable or slow to respond and prevent Amazon from efficiently fulfilling orders or providing services to third parties, which may reduce Amazon’s net sales and the attractiveness of its products and services. If Amazon is unable to continually add software and hardware, effectively upgrade its systems and network infrastructure and take other steps to improve the efficiency of its systems, it could cause system interruptions or delays and adversely affect Amazon’s operating results.

Amazon’s computer and communications systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, earthquakes, acts of war or terrorism, acts of God, computer viruses, physical or electronic break-ins and similar events or disruptions. Any of these events could cause system interruption, delays, and loss of critical data, and could prevent Amazon from accepting and fulfilling customer orders and providing services, which would make Amazon’s product and service offerings less attractive. Amazon’s systems are not fully redundant and its disaster recovery planning may not be sufficient. In addition, Amazon may have inadequate insurance coverage to compensate Amazon for any related losses. Any of these events could damage Amazon’s reputation and be expensive to remedy.

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Amazon Faces Significant Inventory Risk

In addition to risks described elsewhere in this Risk Factors section relating to fulfillment center and inventory optimization by Amazon and third parties, Amazon is exposed to significant inventory risks that may adversely affect its operating results as a result of seasonality, new product launches, rapid changes in product cycles, changes in consumer demand and consumer spending patterns, changes in consumer tastes with respect to Amazon’s products and other factors. Amazon endeavors to accurately predict these trends and avoid overstocking or understocking products Amazon manufactures and/or sells. Demand for products, however, can change significantly between the time inventory or components are ordered and the date of sale. In addition, when Amazon begins selling or manufacturing a new product, it may be difficult to establish vendor relationships, determine appropriate product or component selection and accurately forecast demand. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Amazon carries a broad selection and significant inventory levels of certain products, such as consumer electronics, and Amazon may be unable to sell products in sufficient quantities or during the relevant selling seasons. Any one of the inventory risk factors set forth above may adversely affect Amazon’s operating results.

Amazon May Not Be Able to Adequately Protect Amazon’s Intellectual Property Rights or May Be Accused of Infringing Intellectual Property Rights of Third Parties

Amazon regards its trademarks, service marks, copyrights, patents, trade dress, trade secrets, proprietary technology and similar intellectual property as critical to Amazon’s success, and Amazon relies on trademark, copyright, and patent law, trade secret protection and confidentiality and/or license agreements with its employees, customers and others to protect its proprietary rights. Effective intellectual property protection may not be available in every country in which Amazon’s products and services are made available. Amazon also may not be able to acquire or maintain appropriate domain names in all countries in which it does business. Furthermore, regulations governing domain names may not protect Amazon’s trademarks and similar proprietary rights. Amazon may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of Amazon’s trademarks and other proprietary rights.

Amazon may not be able to discover or determine the extent of any unauthorized use of its proprietary rights. Third parties that license Amazon’s proprietary rights also may take actions that diminish the value of its proprietary rights or reputation. The protection of Amazon’s intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps Amazon takes to protect its intellectual property may not adequately protect its rights or prevent third parties from infringing or misappropriating its proprietary rights. Amazon also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights.

Other parties also may claim that Amazon infringes their proprietary rights. Amazon has been subject to, and expects to continue to be subject to, claims and legal proceedings regarding alleged infringement by Amazon of the intellectual property rights of third parties. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against Amazon or the payment of damages. Amazon may need to obtain licenses from third parties who allege that it has infringed their rights, but such licenses may not be available on terms acceptable to Amazon or at all. In addition, Amazon may not be able to obtain or utilize on terms that are favorable to Amazon, or at all, licenses or other rights with respect to intellectual property Amazon does not own in providing e-commerce services to other businesses and individuals under commercial agreements. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims.

Amazon’s digital content offerings depend in part on effective digital rights management technology to control access to digital content. If the digital rights management technology that Amazon uses is compromised or otherwise malfunctions, Amazon could be subject to claims, and content providers may be unwilling to include their content in Amazon’s service.

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Amazon Has a Rapidly Evolving Business Model and Its Stock Price Is Highly Volatile

Amazon has a rapidly evolving business model. The trading price of Amazon’s common stock fluctuates significantly in response to, among other risks, the risks described elsewhere in this Risk Factors section, as well as:

Volatility in Amazon’s stock price could adversely affect Amazon’s business and financing opportunities and force Amazon to increase cash compensation to its employees or grant larger stock awards than Amazon has historically, which could hurt Amazon’s operating results or reduce the percentage ownership of Amazon’s existing shareholders, or both.

Government Regulation of the Internet and E-commerce Is Evolving and Unfavorable Changes Could Harm Amazon’s Business

Amazon is subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet or online services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic contracts and other communications, consumer protection, the provision of online payment services, unencumbered Internet access to Amazon’s services, the design and operation of websites, and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet and e-commerce. Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of Amazon’s seller programs. Unfavorable regulations and laws could diminish the demand for Amazon’s products and services and increase Amazon’s cost of doing business.

Taxation Risks Could Subject Amazon to Liability for Past Sales and Cause Amazon’s Future Sales to Decrease

Amazon does not collect sales or other taxes on shipments of most of its goods into most states in the U.S. Under some of Amazon’s commercial agreements, the other company is the seller of record, and Amazon is obligated to collect sales tax in accordance with that company’s instructions. Amazon may enter into additional agreements requiring similar tax collection obligations. Amazon’s fulfillment center and customer service center networks, and any future expansion of them, along with other aspects of Amazon’s evolving business, may result in additional sales and other tax obligations.

Currently, U.S. Supreme Court decisions restrict the imposition of obligations to collect state and local sales and use taxes with respect to sales made over the Internet. However, a number of states, as well as the U.S. Congress, have been considering or adopted initiatives that could limit or supersede the Supreme Court’s position

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regarding sales and use taxes on Internet sales. If these initiatives are successful, Amazon could be required to collect sales and use taxes in additional states. The imposition by state and local governments of various taxes upon Internet commerce could create administrative burdens for Amazon, put Amazon at a competitive disadvantage if they do not impose similar obligations on all of Amazon’s online competitors and decrease Amazon’s future sales.

Amazon collects consumption tax (including value added tax, goods and services tax, and provincial sales tax) as applicable on goods and services sold by Amazon that are ordered on Amazon’s international sites. Additional foreign countries may seek to impose sales or other tax collection obligations on Amazon.

A successful assertion by one or more states or foreign countries that Amazon should collect sales or other taxes on the sale of merchandise or services could result in substantial tax liabilities for past sales, decrease Amazon’s ability to compete with traditional retailers, and otherwise harm Amazon’s business.

Amazon Could be Subject to Additional Income Tax Liabilities

Amazon is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating Amazon’s worldwide provision for income taxes. During the ordinary course of business, there are many transactions for which the ultimate tax determination is uncertain. For example, Amazon’s effective tax rates could be adversely affected by earnings being lower than anticipated in countries where Amazon has lower statutory rates and higher than anticipated in countries where Amazon has higher statutory rates, by changes in the valuation of Amazon’s deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. Amazon is subject to audit in various jurisdictions, and such jurisdictions may assess additional income tax against Amazon. Although Amazon believes its tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from Amazon’s historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on Amazon’s operating results or cash flows in the period or periods for which that determination is made.

Amazon’s Vendor Relationships Subject It to a Number of Risks

Amazon has significant vendors that are important to its sourcing, manufacturing and any related ongoing servicing of merchandise and content. Amazon does not have long-term arrangements with most of its vendors to guarantee availability of merchandise, content, components or services, particular payment terms or the extension of credit limits. If Amazon’s current vendors were to stop selling merchandise, content, components or services to it on acceptable terms, including as a result of one or more vendor bankruptcies due to poor economic conditions, Amazon may be unable to procure from other vendors in a timely and efficient manner and on acceptable terms, or at all.

Amazon May Be Subject to Product Liability Claims if People or Property Are Harmed by the Products Amazon Sells

Some of the products Amazon sells or manufactures may expose it to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Certain third parties also sell products using Amazon’s e-commerce platform that may increase Amazon’s exposure to product liability claims, such as if these sellers do not have sufficient protection from such claims. Although Amazon maintains liability insurance, Amazon cannot be certain that its coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to it on economically reasonable terms, or at all. In addition, some of Amazon’s agreements with its vendors and sellers do not indemnify it from product liability.

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Amazon Is Subject to Payments-Related Risks

Amazon accepts payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift certificates, direct debit from a customer’s bank account, consumer invoicing, physical bank check and payment upon delivery. As Amazon offers new payment options to its customers, it may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, Amazon pays interchange and other fees, which may increase over time and raise Amazon’s operating costs and lower its profit margins. Amazon relies on third parties to provide payment processing services, including the processing of credit cards, debit cards, electronic checks and promotional financing, and it could disrupt Amazon’s business if these companies become unwilling or unable to provide these services. Amazon is also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for Amazon to comply. If Amazon fails to comply with these rules or requirements, it may be subject to fines and higher transaction fees and lose its ability to accept credit and debit card payments from its customers, process electronic funds transfers, or facilitate other types of online payments, and Amazon’s business and operating results could be adversely affected. Amazon also offers co-branded credit card programs that represent a significant component of its services revenue and generate high margins. If one or more of these agreements are terminated and Amazon is unable to replace them on similar terms, or at all, it could adversely affect Amazon’s operating results.

In addition, Amazon qualifies as a money services business in certain jurisdictions because Amazon enables customers to keep account balances with it and transfer money to third parties, and because Amazon provides services to third parties to facilitate payments on their behalf. In these jurisdictions, Amazon may be subject to requirements for licensing, regulatory inspection, bonding, the handling of transferred funds and consumer disclosures. Amazon is also subject to or voluntarily complies with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If Amazon were found to be in violation of applicable laws or regulations, Amazon could be subject to civil and criminal penalties or forced to cease its payments services business.

Amazon Could Be Liable for Breaches of Security on Its Websites

Although Amazon has developed systems and processes that are designed to protect consumer information and prevent fraudulent payment transactions and other security breaches, failure to prevent or mitigate such fraud or breaches may adversely affect Amazon’s operating results.

Amazon Could Be Liable for Fraudulent or Unlawful Activities of Sellers

The law relating to the liability of providers of online payment services is currently unsettled. In addition, governmental agencies could require changes in the way this business is conducted. Under Amazon’s seller programs, Amazon may be unable to prevent sellers from collecting payments, fraudulently or otherwise, when buyers never receive the products they ordered or when the products received are materially different from the sellers’ descriptions. Under Amazon’s A2Z Guarantee, Amazon reimburses buyers for payments up to certain limits in these situations, and as Amazon’s marketplace seller sales grow, the cost of this program will increase and could negatively affect Amazon’s operating results. Amazon also may be unable to prevent sellers on its sites or through other seller sites from selling unlawful goods, from selling goods in an unlawful manner, or violating the proprietary rights of others, and could face civil or criminal liability for unlawful activities by its sellers.

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SOLICITATION OF WRITTEN CONSENTS

Consents

The Zappos Board is providing these consent solicitation materials. Zappos shareholders are being asked to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby by executing and delivering the written consent furnished with this consent solicitation/prospectus. In addition, holders of Zappos Series A, Series B, Series C and Series D preferred stock are being asked to approve of the conversion of all of the shares of such series of Zappos preferred stock that they own into shares of Zappos common stock, contingent upon adoption and approval of the Merger Agreement and effective immediately before consummation of the Merger, by executing and delivering the applicable written consent furnished with this consent solicitation/prospectus.

Shares Entitled to Consent and Consent Required

Only Zappos shareholders of record at the close of business on [            ], 2009 will be notified of and be entitled to execute and deliver a written consent. On the Record Date, the outstanding securities of Zappos eligible to consent with respect to the proposals consist of [                    ] shares of Zappos common stock and an aggregate of [                ] shares of all series of Zappos preferred stock, including an aggregate of [                    ] shares of Zappos Series A, Series B, Series C and Series D preferred stock and an aggregate of [                ] shares of Zappos Series E and Series F preferred stock.

Under Zappos’ Articles of Incorporation, each holder of Zappos common stock is entitled to one vote for each share of common stock held of record and each holder of Zappos preferred stock is entitled to one vote for each share of common stock into which such share of preferred stock held of record is convertible.

Approval of the Merger and adoption and approval of the Merger Agreement and the transactions contemplated thereby requires: (i) the approval of a majority of the outstanding shares of Zappos common stock; (ii) the approval of a majority of the voting power of the outstanding shares of Zappos preferred stock; and (iii) the approval of a majority of the voting power of the outstanding shares of Zappos Series E and Series F preferred stock, tabulated together as a single class. In addition, Amazon is not required to complete the Merger unless holders of not more than 15% of the total shares of Zappos common stock and Zappos preferred stock collectively are, or have the ability to become, dissenting shares, pursuant to the California General Corporation Law, meaning that holders of shares representing at least 85% of the shares of Zappos common stock and preferred stock collectively outstanding immediately prior to the effective time of the Merger have adopted and approved the Merger Agreement or otherwise allowed their dissenters’ rights to lapse under California law or did not have dissenters’ rights because such shares were not issued and outstanding as of the Record Date.

Approval of the conversion of all of the shares of each of the Zappos Series A, Series B, Series C and Series D preferred stock requires the consent of more than fifty percent of the outstanding shares of each such series of preferred stock. The conversion of any series of preferred stock is not contingent upon the approval by holders of any other series of the conversion of such other series.

Submission of Consents

You may consent to the proposals with respect to your shares by completing and signing the written consent furnished with this consent solicitation/prospectus and returning it to Zappos on or before [            ], 2009, the date the Zappos Board has set as the targeted final date for receipt of written consents. Zappos reserves the right to extend the final date for receipt of written consents beyond [            ], 2009 in the event that consents approving the Merger and adopting and approving the Merger Agreement and the transactions contemplated thereby have not been obtained by that date from holders of a sufficient number of shares of Zappos common stock and Zappos preferred stock to satisfy the conditions to the Merger. Any such extension may be made without notice to shareholders. Once all conditions to the Merger have been satisfied or waived, the consent solicitation will conclude.

If you hold shares of Zappos common stock or preferred stock as of the Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Zappos. Once you have completed, dated and signed the written consent, you may deliver it to Zappos by faxing

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it to Zappos’ legal counsel, Fenwick & West LLP, Attention: Connie Duong, at (650) 938-5200, by emailing a pdf copy of your written consent to cduong@fenwick.com, or by mailing your written consent to Fenwick & West LLP at Silicon Valley Center, 801 California Ave., Mountain View, CA 94041, Attention: Connie Duong.

Executing Consents; Revocation of Consents

With respect to each proposal for which the shares of Zappos common stock and preferred stock that you hold allow you to give consent, you may execute a written consent to approve each proposal (which is equivalent to a vote for the proposal) or disapprove each proposal (which is equivalent to a vote against the proposal). If you do not return your written consent, it will have the same effect as a vote against the proposals. If you are a record holder and you return a signed written consent without indicating your decision on a proposal, you will have given your consent to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby and approve the conversion of all of the shares of the series of Zappos Series A, Series B, Series C and Series D preferred stock that you own, if any, into shares of Zappos common stock, contingent upon adoption and approval of the Merger Agreement and effective immediately before consummation of the Merger.

Your consent to a proposal may be changed or revoked at any time before the consents of a sufficient number of shares to approve and adopt such proposal have been filed with Zappos’ corporate secretary. If you wish to change or revoke a previously given consent before that time, you may do so by delivering a notice of revocation to the Secretary of Zappos or by delivering a new written consent with a later date.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Amazon. Officers and employees of Zappos may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular salaries but no special compensation for soliciting consents.

Recommendation of the Zappos Board

The Zappos Board RECOMMENDS THAT ZAPPOS SHAREHOLDERS APPROVE THE MERGER AND ADOPT AND APPROVE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY BY EXECUTING AND DELIVERING THE WRITTEN CONSENT FURNISHED WITH THIS CONSENT SOLICITATION/PROSPECTUS. The Zappos Board believes the merger consideration to Zappos shareholders is fair, advisable and in the best interests of Zappos and its shareholders. The management of Zappos and the Zappos Board, after careful study and evaluation of the economic, financial, legal and other factors, also believe the Merger could provide Amazon with increased opportunity for profitable expansion of its business, which in turn should benefit Zappos shareholders who become shareholders of Amazon. See “Proposed Merger—Zappos’ Reasons for the Merger; Recommendation of the Zappos Board” on page 36.

Voting Agreement

Concurrently with the execution of the Merger Agreement, shareholders that are affiliates of Zappos, who collectively hold (i) a majority of the outstanding shares of Zappos common stock on a fully diluted basis, (ii) a majority of the voting power of the outstanding shares of Zappos preferred stock and (iii) a majority of the voting power of the outstanding shares of Series E and Series F preferred stock, entered into a voting agreement with Amazon in which they have agreed to execute and return consents with respect to their shares of Zappos capital stock and options and warrants exercised prior to the Record Date approving the Merger and adopting and approving the Merger Agreement and the transactions contemplated thereby. The parties to the voting agreement are Anthony Hsieh, Alfred Lin, and investment funds controlled by Mr. Hsieh and Mr. Lin, Fred Mossler, Ann Mather (a Zappos director), Michael Marks (a Zappos director), and an investment fund with which Mr. Marks is

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affiliated, the Sequoia Capital funds, Morgan Stanley Principal Investments, Inc., Nicholas Swinmurn (Zappos’ founder), and two of Mr. Swinmurn’s immediate family members. The voting agreement provides for a sufficient number of consents to be executed and delivered to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby. See “Principal Shareholders of Zappos” on page 68.

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PROPOSED MERGER

Background of the Merger

Over the past several years, Amazon from time to time contacted Zappos concerning potential business combinations or strategic or commercial relationships between Amazon and Zappos, including a meeting in Las Vegas, Nevada on August 18, 2005 with Jeff Bezos, Amazon’s Chief Executive Officer, Jeff Blackburn, Amazon’s Vice President of Business Development at that time, Russ Grandinetti, Amazon’s Vice President of Apparel and Sporting Goods at that time, Mr. Hsieh, Mr. Lin, who was also Managing Member of Venture Frogs, LLC at that time, and Michael Moritz, a Zappos Board member and a General Partner of Sequoia Capital, Zappos’ largest outside shareholder. However, these discussions did not lead to negotiations or a definitive agreement.

On March 3, 2008, Peter Krawiec, Amazon’s Vice President of Corporate Development, was introduced to Mr. Lin, who had since become Zappos’ Chairman, Chief Operating Officer and Chief Financial Officer, at a dinner function in Scottsdale, Arizona and they briefly discussed whether Zappos would consider a business combination or strategic partnership with Amazon.

On December 1, 2008, Mr. Blackburn, who had since become Amazon’s Senior Vice President of Business and Corporate Development, and Mr. Krawiec met Mr. Lin in Las Vegas, Nevada, to discuss opportunities for the companies to work together, and the parties agreed to continue their discussion in the first quarter of 2009.

On February 3, 2009, representatives of Morgan Stanley & Co. Incorporated (“Morgan Stanley”), met with Mr. Blackburn and Mr. Krawiec to discuss the environment for mergers and acquisitions among technology companies and Amazon’s strategic priorities. Among other topics, Amazon indicated its interest in evaluating a possible business combination or strategic relationship with Zappos, as Amazon was contemplating various initiatives in the footwear and apparel categories.

During the month of February 2009, representatives of Morgan Stanley held a number of meetings and conference calls jointly and individually with Mr. Lin and Mr. Moritz to discuss various benefits of a possible business combination or strategic relationship with Zappos and Amazon.

On February 23, 2009, Mr. Moritz called Mr. Blackburn and Mr. Krawiec to discuss a potential business combination of Amazon and Zappos and Mr. Moritz’s history of working with the Zappos management team.

In early March 2009, representatives of Morgan Stanley and Mr. Lin had several meetings to discuss Zappos’ business performance, financial and operating metrics and growth trends, the current economic environment in the capital markets and the technology mergers and acquisitions market and a variety of strategic alternatives.

On March 19, 2009, Amazon and Zappos executed a non-disclosure agreement to facilitate Amazon’s due diligence review in connection with a possible business combination with Amazon and Zappos, and the parties began to exchange non-public information on a confidential basis.

On March 31, 2009, Mr. Lin and representatives of Morgan Stanley held a conference call to discuss some of Zappos’ longer term strategic goals.

In early April 2009, Amazon had a number of conference calls with representatives of Zappos and Morgan Stanley to conduct a financial review of Zappos.

On April 3, 2009, representatives of Morgan Stanley, Mr. Hsieh, Mr. Lin and Mr. Moritz had a call to discuss Zappos’ recent financial performance and eCommerce trends.

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On April 8, 2009, Zappos formally engaged Morgan Stanley as financial advisor in connection with a possible business combination or strategic relationship.

On April 14, 2009, a representative from Lazard Freres & Co. (“Lazard”) met with Mr. Blackburn and Mr. Krawiec at Amazon’s headquarters in Seattle, Washington, to discuss, among other things, a possible business combination or strategic relationship involving Zappos.

On April 15, 2009, Mr. Blackburn and Mr. Krawiec, along with Dan Jedda, Amazon’s Director of Business Development Finance, met with Mr. Lin and representatives of Morgan Stanley in Menlo Park, California, to discuss a possible business combination of Amazon and Zappos. In addition, Mr. Lin and representatives of Morgan Stanley presented a review of certain long term financial projections of Zappos and its strategic vision.

On April 16, 2009, the Zappos Board met in Menlo Park, California and discussed, among other things, a possible business combination with Amazon and Zappos.

On April 22, 2009, representatives of Morgan Stanley, Mr. Hsieh and Mr. Lin had a conference call to discuss the merits of a possible business combination and possible next steps to continue discussions with Amazon.

On April 30, 2009, Mr. Bezos, Jeff Wilke, Amazon’s Senior Vice President of North American Retail, Tom Szkutak, Amazon’s Senior Vice President and Chief Financial Officer, and Mr. Krawiec met with Mr. Hsieh, Fred Mossler, a merchandizing executive of Zappos who has the formal title of “No Title”, and Mr. Lin at Amazon’s headquarters in Seattle, Washington. During the meeting, the parties discussed Zappos’ history, goals, vision and culture and a possible business combination.

During May 2009, representatives of Zappos, Morgan Stanley, Amazon and Lazard discussed the feasibility and possible terms of a business combination, including discussions regarding the form and amount of consideration. Zappos also provided additional diligence materials.

On May 4, 2009, Mr. Krawiec and Mr. Lin had a telephone call in which Mr. Krawiec proposed possible terms of an all-cash acquisition of Zappos by Amazon, and Mr. Lin inquired whether Amazon would consider an all-stock transaction.

On May 5, 2009, a representative from Morgan Stanley met with Mr. Moritz to provide an update on the capital markets and the market for initial public offerings, as well as an update on the discussions between Amazon and Zappos.

On May 13, 2009, Amazon engaged Lazard as a financial advisor in connection with a possible transaction with Zappos.

On May 22, 2009, Mr. Lin met with Morgan Stanley to discuss valuation perspectives regarding Amazon’s proposed transaction terms and other strategic alternatives and scenarios, including debt financing, private equity financing and an initial public offering.

On May 22, 2009, a representative from Morgan Stanley called Mr. Krawiec and described a counter-proposal from Zappos involving an all-stock acquisition of Zappos by Amazon.

On May 27, 2009, Mr. Blackburn and Mr. Krawiec called Mr. Moritz and discussed the all-stock counter-proposal further.

On May 28, 2009, Amazon’s management made a presentation to the Amazon Board of Directors (the “Amazon Board”) relating to a possible business combination with Zappos and discussed preliminary terms, valuation ranges, possible synergies and other benefits.

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On June 1, 2009, Mr. Lin met with Mr. Krawiec in Las Vegas, Nevada, to discuss terms relating to a possible business combination in which the consideration would be Amazon common stock. Mr. Krawiec delivered a letter regarding exclusivity between the parties and also non-binding discussion points relating to a proposed merger (the “Exclusivity Letter”), which included a purchase price proposal. Mr. Krawiec also delivered a letter from Mr. Bezos addressed to Mr. Hsieh, discussing Amazon’s interest in pursuing a merger with Zappos.

On June 2, 2009 the Zappos Board discussed Amazon’s June 1, 2009 proposal.

Between June 1 and June 8, 2009, Mr. Krawiec and Mr. Lin, along with representatives from Amazon, Zappos, Gibson, Dunn & Crutcher LLP, Amazon’s outside legal counsel (“Gibson Dunn”), Fenwick & West LLP, Zappos’ outside legal counsel (“Fenwick & West”), Morgan Stanley and Lazard negotiated the Exclusivity Letter and proposed terms of a merger in which the consideration would be Amazon common stock, including a purchase price proposal. Amazon and Zappos signed the Exclusivity Letter on June 8 and June 9, 2009, respectively.

From mid-June through July 2009, representatives of Amazon, Lazard, Gibson Dunn and PricewaterhouseCoopers LLP, Amazon’s tax advisors, conducted business, operational, financial, legal, accounting and tax due diligence of Zappos and held numerous discussions with representative of Zappos, Morgan Stanley, Fenwick & West and PricewaterhouseCoopers LLP, Zappos’ auditors and tax advisors. During this time period, representatives of Amazon, Zappos, Gibson Dunn and Fenwick & West also exchanged drafts of and discussed proposed terms of the Merger Agreement, voting agreement and ancillary documents.

On June 17, 2009, representatives of Amazon, Lazard and Morgan Stanley attended management presentations by representatives of Zappos at the offices of Zappos in Henderson, Nevada which included a summary of Zappos’ business strategy, historical and projected financial performance, technology, customer service, fulfillment operations, customer acquisition methods, marketing, merchandising, buying, culture, recruiting, human resource function, and future plans, as well as follow-up questions relating to Amazon’s due diligence process.

On June 24, 2009 and June 25, 2009, representatives of Amazon, Zappos and Morgan Stanley attended fulfillment center operations and fulfillment technology due diligence meetings in Shepherdsville, Kentucky.

On June 29 and 30, 2009, representatives of Amazon, Zappos, Gibson Dunn, Fenwick & West, Lazard and Morgan Stanley met in San Francisco, California to further discuss the proposed terms of the Merger Agreement.

On June 30, July 1 and July 2, 2009, representatives of Amazon, Lazard and Morgan Stanley attended management presentations by Zappos on the topics presented on June 17 and Zappos management answered follow-up questions relating to the June 17, 24 and 25 management presentations and Amazon’s due diligence process.

On July 10, 2009, Mr. Bezos, Mr. Krawiec, Mr. Hsieh, Mr. Lin, and Mr. Mossler met in Las Vegas, Nevada, to discuss the proposed Merger and future opportunities for Zappos following the Merger, as well as ideas, messaging and plans for communications to customers, employees, partners and investors.

On July 17, 2009, the Amazon Board discussed, among other things, the merits of the Merger, the results of due diligence performed on Zappos, the advice from its legal and financial advisors and the terms of the Merger Agreement, and unanimously adopted resolutions approving and declaring advisable the Merger, the Merger Agreement and the transactions contemplated thereby.

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On July 20, 2009, the Zappos Board discussed, among other things, the merits of the Merger, reviewed a draft of Morgan Stanley’s preliminary financial analysis of the transaction and discussed the analysis with representatives of Morgan Stanley. At the meeting, Morgan Stanley informed the Zappos Board that, subject to completion of due diligence by Zappos and absent any material changes to the terms of the transaction, Morgan Stanley expected to be able to deliver its opinion upon the request of the Zappos Board that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth in a written opinion letter, the consideration to be received by the holders of shares of Zappos stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, taken as a whole, and Morgan Stanley reviewed with the Zappos Board its current draft of the opinion letter. The Zappos Board then unanimously adopted resolutions approving and declaring advisable the Merger, the Merger Agreement and the transactions contemplated thereby and recommending to the shareholders of Zappos that they consent to the Merger Agreement and the Merger, subject to the due diligence conference call on July 22, 2009 with representatives from Amazon to review Amazon’s second quarter financial results and third quarter 2009 financial prospects and to the delivery of Morgan Stanley’s opinion upon the request of Mr. Lin, in his capacity as Chairman of the Zappos Board.

On the morning of July 22, 2009, Mr. Szkutak, Mr. Krawiec and Michael Deal, Amazon’s Vice President and Associate General Counsel, previewed for Mr. Lin and representatives from Fenwick & West, Morgan Stanley and Lazard the second quarter 2009 financial results and third quarter 2009 financial prospects of Amazon, which Amazon publicly disclosed in connection with its second quarter earnings announcement on July 23, 2009. Later that morning, Mr. Hsieh, Mr. Lin and representatives of Morgan Stanley and Fenwick & West discussed the findings of the call they had held with Mr. Szkutak, Mr. Krawiec and Mr. Deal.

Also on July 22, 2009, at the request of Mr. Lin, Morgan Stanley rendered its oral opinion, subsequently confirmed by delivery of its written opinion to the Zappos Board as of the same date, to the effect that, as of the date thereof, based upon and subject to the assumptions, qualifications and limitations set forth in the written opinion, the consideration to be received by the holders of shares of Zappos stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, taken as a whole.

On the afternoon of July 22, 2009, all of the parties executed the Merger Agreement. Simultaneously with the execution of the Merger Agreement, Anthony Hsieh, Alfred Lin and investment funds controlled by Mr. Hsieh and Mr. Lin, Mr. Mossler, Ann Mather (a Zappos director), Michael Marks (a Zappos director) and an investment fund with which Mr. Marks is affiliated, the Sequoia Capital funds, Morgan Stanley Principal Investments, Inc., and Nicholas Swinmurn (Zappos’ founder) and two of Mr. Swinmurn’s immediate family members entered into the Voting Agreement with Amazon, obligating them, among other things, to execute and return consents approving the Merger and adopting and approving the Merger Agreement and the transactions contemplated thereby.

On the afternoon of July 22, 2009, Amazon announced the execution of the Merger Agreement and the terms of the Merger.

Amazon’s Reasons for the Merger

The Merger is expected to enable Amazon to expand and strengthen its presence in softline retail categories, such as shoes and apparel, that are strategically important to Amazon’s future business growth. In addition, the Merger will allow Amazon to better cater to consumers’ needs by providing diverse customer experiences and price points. In approving the proposed Merger, the Amazon Board considered, among other things:

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Zappos’ Reasons for the Merger; Recommendation of the Zappos Board

The Merger is expected to enable Zappos to leverage Amazon’s resources, technology, infrastructure and scale to further expand and strengthen Zappos’ presence in softline retail categories, such as clothing, shoes, handbags and accessories, which is expected to further accelerate the growth of the Zappos business, brand and culture. In addition, the Merger will allow Zappos to better cater to consumer needs by leveraging various technology and fulfillment infrastructure benefits that Amazon already provides to its customers. In approving the proposed Merger, the Zappos Board considered, among other things:

After careful and due consideration, the Zappos Board unanimously concluded that overall, the risks, uncertainties, restrictions and potential negative factors associated with the Merger were outweighed by the potential benefits of the Merger, and that many of the risks could be managed and mitigated prior to the Merger.

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Opinion of Zappos’ Financial Advisor

Zappos retained Morgan Stanley to provide financial advisory services and a financial opinion to the Zappos Board in connection with a potential sale of Zappos. The Zappos Board selected Morgan Stanley to act as its exclusive financial advisor based on Morgan Stanley’s qualifications, expertise, reputation and knowledge of Zappos’ business and affairs. At the meeting of the Zappos Board on July 20, 2009, Morgan Stanley reviewed a draft of its preliminary financial analysis of the transaction and discussed the analysis with the Zappos Board. At the meeting, Morgan Stanley informed the Zappos Board that, subject to completion of due diligence by Zappos and absent any material changes to the terms of the transaction, Morgan Stanley expected to be able to deliver its opinion upon the request of the Zappos Board that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications and limitations set forth in a written opinion letter, the consideration to be received by the holders of shares of Zappos stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, taken as a whole. On July 22, 2009, at the request of Mr. Lin, in his capacity as Chairman of the Zappos Board, Morgan Stanley delivered such opinion orally, and the opinion was subsequently confirmed by delivery of its written opinion to the Zappos Board as of July 22, 2009.

The full text of Morgan Stanley’s written opinion, dated July 22, 2009, is attached as Appendix C to this consent solicitation/prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley in rendering its opinion. We encourage you to read the entire opinion carefully. Morgan Stanley’s opinion is directed to the Zappos Board and addresses only the fairness from a financial point of view of the consideration to be received by holders of Zappos stock, taken as a whole, pursuant to the Merger Agreement as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the Merger and does not constitute a recommendation to any shareholder of Zappos as to how such shareholder should vote or act on any matter with respect to the Merger. In addition, the opinion does not in any matter address the prices at which Amazon common stock will trade following the announcement or consummation of the Merger. The summary of Morgan Stanley’s opinion set forth in this consent solicitation/prospectus is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by Zappos and Amazon and formed a substantial basis for its opinion. With respect to Zappos’ financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best available estimates and judgments of the management of Zappos of the future financial performance of Zappos. Morgan Stanley relied upon, without independent verification, the assessment by the managements of Zappos and Amazon of: (i) the timing and risks associated with the integration of Zappos and Amazon; (ii) their ability to retain key employees of Zappos and Amazon, respectively and (iii) the validity of, and risks associated with, Zappos’ and Amazon’s existing and future technologies, intellectual property, products, services and business models. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the Merger will be treated as a tax-free reorganization and/or exchange, each pursuant to the Code. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of Amazon and Zappos and their legal, tax, and regulatory advisors with respect to legal, tax, and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of Zappos’ officers, directors or employees, or any class of such persons relative to the consideration to be received by the holders of shares of Zappos stock in the transaction. Morgan Stanley also expressed no opinion as to the fairness of the consideration to be received by shareholders in respect of any particular class or series of Zappos stock. Morgan Stanley has not made any independent valuation or appraisal of the assets or liabilities of Zappos, nor was it furnished with any such appraisals. Morgan Stanley’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of July 22, 2009. Events occurring after July 22, 2009 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a brief summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated July 22, 2009. Some of these summaries include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses.

Morgan Stanley noted that pursuant to the Merger, Amazon would issue to Zappos shareholders approximately 9.9 million shares of Amazon common stock on a fully converted basis or approximately 9.6 million shares on a fully diluted basis using the treasury stock method. Morgan Stanley noted that as of July 21, 2009, based upon Amazon’s closing stock price of $89.01 per share, the implied value of Zappos equity pursuant to the Merger Agreement was $853 million on a fully-diluted basis using the treasury stock method.

In preparing certain of its analyses, Morgan Stanley incorporated projections and sensitivity analysis with respect to the projected future financial performance of Zappos including long term projections prepared by Zappos management. These long term projections are based on revenue growth as well as operational and cash flow improvements associated with both existing and recently introduced product categories, achieving certain management revenue goals by 2014, and certain other financial assumptions relating to the operating and financial performance of Zappos. Morgan Stanley discussed with Zappos management certain sensitivity analysis developed by Zappos management based on the timing of achieving certain management revenue goals and

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certain other financial assumptions relating to the operational and financial performance of Zappos. The Zappos long term projections and sensitivity analysis are herein referred to as “Zappos projections”. Morgan Stanley noted that the range of future financial performance described in this paragraph is based on a range of potential Zappos business, financial and operational outcomes, along with numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic, competitive and industry specific conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

Zappos Discounted Initial Public Offering Analysis

Morgan Stanley performed an analysis of the present value of Zappos’ future value to Zappos’ existing shareholders based on a discounted initial public offering analysis. The discounted initial public offering analysis attempts to provide an implied value for the future fully distributed value of a company’s equity to existing shareholders as a function of the company’s future earnings before interest, taxes, depreciation and amortization (hereinafter referred to as EBITDA) and an assumed aggregate value, defined as market capitalization plus total debt less cash and cash equivalents, to EBITDA multiple. The resulting implied future value is subsequently discounted and adjusted for 15% IPO dilution to arrive at an implied fully distributed value of the equity owned by existing shareholders, as discounted to account for the present value to existing shareholders. Utilizing Zappos projections, Morgan Stanley estimated a fully distributed initial public offering valuation for Zappos based on:

Based on these assumptions, Morgan Stanley calculated the present value of Zappos’ future equity value to Zappos’ existing shareholders in the range of $650 million to $905 million.

Zappos Comparable Company Analysis

Morgan Stanley performed a comparable company analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley compared certain financial information of Zappos with publicly available consensus estimates for companies that shared similar business characteristics of Zappos. The companies used in this comparison included the following eCommerce companies:

For purposes of this analysis, Morgan Stanley analyzed financial metrics and statistics for each of these companies including the following statistics for comparison purposes:

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For purposes of estimated calendar years 2009 and 2010 EBITDA and net income for comparable companies, Morgan Stanley utilized consensus estimates available as of July 21, 2009. Based on the analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected representative ranges of financial multiples of the comparable companies and applied these ranges of multiples to the relevant Zappos financial statistic.

No company utilized in the comparable company analysis is identical to Zappos. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Zappos’ control, such as the impact of competition on Zappos’ businesses and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Zappos or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using peer group data.

Precedent Transactions Analysis

Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms and premiums of selected transactions that share some characteristics with the Merger. In connection with its analysis, Morgan Stanley compared publicly available statistics for Internet sector transactions since January 1, 2008 where the equity value of the target was greater than $250 million. The following is a list of these transactions:

Selected Precedent Transactions (Target/Acquiror)

Gmarket Inc. / eBay Inc.

Bill Me Later, Inc. / eBay Inc.

Greenfied Online Inc. / Microsoft Corporation

Bebo, Inc. / Time Warner Inc.

CNET Networks, Inc. / CBS Corporation

Audible, Inc. / Amazon.com, Inc.

For each transaction noted above, Morgan Stanley noted the following financial statistics where available: (1) the equity value of the transaction; (2) the aggregate value of the transaction; (3) the form of consideration paid; (4) aggregate value to the last twelve months (LTM) EBITDA; (5) aggregate value to the next twelve months (NTM) estimated EBITDA; and (6) the ratio of price of the acquired company’s stock to NTM estimated earnings per share. For purposes of estimated NTM EBITDA and earnings per share, Morgan Stanley utilized publicly available estimates.

Based on the analysis of the relevant metrics for each transaction noted above, Morgan Stanley selected representative ranges of implied financial multiples of the transactions and applied these ranges of multiples to the relevant Zappos financial statistic. Based on this analysis, Morgan Stanley applied aggregate value to LTM EBITDA ratios of 15x to 30x, which implied a Zappos equity value range of $530 million to $1,120 million; aggregate value to NTM estimated EBITDA ratios of 16x to 21x, which implied a Zappos equity value range of $700 million to $1,025 million; and price to NTM estimated earnings per share ratios of 25x to 75x, which implied a Zappos equity value range of $270 million to $885 million.

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No company or transaction utilized in the precedent transactions analysis is identical to Zappos or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, which are beyond Zappos’ control, such as the impact of competition on Zappos’ business or the industry generally, industry growth and the absence of any adverse material change in the financial condition of Zappos or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

Zappos Discounted Cash Flow Analysis

Morgan Stanley calculated a range of equity values for Zappos based on a discounted cash flow analysis using Zappos projections. In arriving at the implied equity value of Zappos, Morgan Stanley calculated a terminal value as of July 1, 2019 by applying a range of perpetual growth rates ranging from 3% to 4% and a range of discount rates ranging from 12.5% to 17.5%. The unlevered free cash flows and the implied terminal value were then discounted to present values using a range of discount rates of 12.5% to 17.5%. Based on the aforementioned projections and sensitivity analysis, the discounted cash flow analysis of Zappos yielded an implied Zappos equity value range of $1,555 million to $2,785 million based on the Zappos long term projections, with the lower end point of the range reaching down to $430 million based on the sensitivity analysis. Morgan Stanley observed that the discounted cash flow analysis was highly variable with respect to the achievement and timing of revenue growth as well as operational and cash flow improvements associated with both existing and recently introduced product categories through 2014 and thereafter.

Implied Transaction Value to Zappos Shareholders Based on Amazon Wall Street Equity Research Analyst Price Targets

Morgan Stanley reviewed and analyzed future public market trading range price targets for Amazon common stock prepared and published by equity research analysts. These targets reflect each analyst’s estimate of the future public market trading range of Amazon common stock and are not discounted to reflect present values. The range of undiscounted analyst price targets for Amazon common stock was $60.00 to $105.00 per share and Morgan Stanley noted that the median undiscounted analyst price target was $90.00. This price target range yielded an implied valuation range of Amazon common stock shares issued to Zappos of $575 million to $1,005 million, assuming the issuance of 9.6 million Amazon shares (on a fully diluted basis using the treasury stock method) pursuant to the Merger. Morgan Stanley also noted that Amazon’s closing stock price on July 21, 2009 of $89.01 and the forty-five trading day average closing price as of July 17, 2009 of $81.09 at which the exchange ratios were determined as per the Merger Agreement, were both below the median of analyst price targets.

Amazon Historical Share Price and NTM Multiple Analysis

To provide background information and perspective to the trading price of Amazon common stock, Morgan Stanley reviewed Amazon’s stock price performance relative to an eCommerce index, an Internet Bellwether Index and the Nasdaq over various periods of time. The following companies comprised the eCommerce index: Blue Nile Inc., Digital River Inc., GSI Commerce Inc., Netflix, Inc., Overstock.com Inc. and VistaPrint Ltd. The following companies comprised the Internet Bellwether index: eBay Inc., Google Inc. and Yahoo! Inc.

The following table summarizes Morgan Stanley’s analysis of relative stock price performance, based on closing spot prices:

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To provide background information and perspective with respect to the trading prices of Amazon common stock, Morgan Stanley reviewed recent trading multiples and prices of Amazon common stock compared to the NTM earnings per share multiples and aggregate value to NTM EBITDA multiples for Amazon common stock observed over the preceding four year period, as well as implied stock prices using these multiples based on current NTM financial metrics for Amazon. The historical multiples represent the actual multiples derived using the daily closing price of Amazon common stock over the four year period as a multiple of each financial metric, as reflected in the most recent consensus estimates published prior to such closing price date. Morgan Stanley used publicly available information and Amazon consensus research analyst estimates to analyze the corresponding NTM and trading statistics.

Morgan Stanley observed that over the reference period Amazon common stock traded at NTM P/E multiples ranging from 21.9x to 94.4x, and at NTM EBITDA multiples ranging from 8.2x to 32.5x. Morgan Stanley then noted that Amazon’s closing price on July 21, 2009 of $89.01 represented an NTM P/E multiple of 52.1x and NTM EBITDA multiple of 22.9x P/E. Morgan Stanley also noted that the forty-five trading day average closing price as of July 17, 2009 of $81.09, at which the exchange ratios were determined as per the Merger Agreement, represented an NTM P/E multiple of 47.5x and an NTM EBITDA multiple of 20.7x.

Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered. Morgan Stanley believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of the analyses, without considering all of them as a whole, would create an incomplete view of the process underlying Morgan Stanley’s analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Morgan Stanley with respect to the actual value of Zappos or Amazon or their respective stock.

In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, and economic conditions and other matters, many of which are beyond the control of Morgan Stanley, Zappos or Amazon. Any estimates contained in the analyses of Morgan Stanley are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the merger consideration pursuant to the Merger Agreement from a financial point of view to holders of Zappos shares, taken as a whole, and in connection with the delivery of its opinion to the Zappos Board. These analyses do not purport to be appraisals. The merger consideration was determined through arm’s-length negotiations between Zappos and Amazon and was approved by the Zappos Board. Morgan Stanley provided advice to Zappos during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to Zappos or that any specific merger consideration constituted the only appropriate merger consideration for the Merger.

The opinion of Morgan Stanley was one of the many factors taken into consideration by the Zappos Board in making its determination to approve the proposed transaction. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Zappos Board with respect to the merger consideration or of whether the Zappos Board would have been willing to agree to a different merger consideration. The foregoing summary does not purport to be a complete description of all of the analyses performed by Morgan Stanley.

The Zappos Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is an internationally recognized investment banking and advisory firm. Morgan

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Stanley, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate, estate and other purposes. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice. In the ordinary course of its trading, brokerage, investment management and financing activities, Morgan Stanley or its affiliates may actively trade the debt and equity securities of Amazon and its affiliates for its own accounts or for the accounts of its customers and, accordingly, may at any time hold long or short positions in such securities.

Under the terms of its engagement letter, Morgan Stanley provided Zappos financial advisory services and a financial opinion in connection with the Merger, and Zappos has agreed to pay Morgan Stanley a fee for its services, a significant portion of which is contingent upon the consummation of the Merger. Zappos has also agreed to reimburse Morgan Stanley for its fees and expenses, including attorney’s fees, incurred in connection with its services. In addition, Zappos has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley and any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of or in connection with Morgan Stanley’s engagement. Furthermore, affiliates of Morgan Stanley own approximately 1.6% of the outstanding common stock of Zappos on an as-if converted basis.

Regulatory Clearances and Approvals

The Merger is subject to review by the FTC and the DOJ under the HSR Act. Under the HSR Act, Amazon, Zappos and Mr. Hsieh are required to make pre-merger notification filings and Amazon and Zappos must await the expiration of statutory waiting periods prior to completing the Merger. The completion of the Merger is conditioned upon the expiration or termination of the HSR Act waiting period and receipt of all required antitrust clearances, consents and approvals. The applicable waiting periods have not yet expired and Amazon and Zappos have not yet obtained the governmental or regulatory approvals required to complete the Merger.

In addition, during or after the statutory waiting periods and clearance of the Merger, and even after completion of the Merger, the FTC, the DOJ, a state attorney general, or an antitrust enforcement authority in another country could challenge or seek to block the Merger under the antitrust laws, as it deems necessary or desirable in the public interest. Moreover, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the Merger, before or after it is completed. Private parties or individual states may also bring legal actions under the antitrust laws. Amazon and Zappos do not believe that the completion of the Merger will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if this challenge is made, what the result will be. See the sections of this consent solicitation/prospectus entitled “Summary of the Merger Agreement—Conditions to the Consummation of the Merger” beginning on page 57 for certain conditions to the Merger.

Accounting Treatment

Amazon will account for the Merger as a purchase of the business, which requires the assets and liabilities of Zappos to be measured and recorded at their fair value. The results of operations of Zappos will be included in Amazon’s Consolidated Statement of Operations from and after the effective time that control of Zappos transfers to Amazon, which will occur on the date of the Merger. The purchase method of accounting is based on Financial Accounting Standard No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”).

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Federal Securities Laws Consequences

The shares of Amazon common stock to be issued in the Merger will be registered under the Securities Act. These shares will be freely transferable under the Securities Act, except for Amazon common stock issued to any person who is deemed to be an affiliate of Amazon. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with Amazon and includes Amazon’s respective executive officers and directors, as well as principal shareholders. Affiliates may not sell their Amazon common stock acquired in the Merger, except pursuant to an effective registration statement under the Securities Act covering the resale of those shares; or any other applicable exemption under the Securities Act.

Management Following the Merger

Neither the Amazon Board nor the executive officers of Amazon will change with the consummation of the Merger. Information about Amazon’s directors and executive officers, including biographical information, executive compensation and relationships and related transactions between management and Amazon, can be found in Amazon’s proxy statement for the 2009 annual meeting of shareholders and annual report on Form 10-K for the fiscal year ended December 31, 2008, both of which are filed with the SEC and incorporated by reference herein. For more details about how you can obtain copies of Amazon’s proxy statement and Form 10-K, see “Where You Can Find More Information” on page 85.

Interests of Certain Persons in the Merger

Members of the Zappos Board and executive officers of Zappos may have interests in the Merger that are different from, or are in addition to, the interests of Zappos shareholders generally. The Zappos Board was aware of these interests and considered them, among other matters, in adopting and approving the Merger Agreement and in determining to recommend to Zappos shareholders to approve the Merger and adopt and approve the Merger Agreement and the transactions contemplated thereby.

Executive Officer Employment Arrangements

On July 22, 2009, Amazon delivered Retention Agreements to Mr. Lin, Mr. Mossler and certain employees of Zappos (the “Retention Agreements”), which state that, subject to the approval of the Amazon Board, each will receive Amazon Restricted Stock Units (“RSUs”). The existing employment arrangements of Mr. Hsieh, Mr. Lin and Mr. Mossler have otherwise been maintained. These Retention Agreements will become effective as of the consummation of the Merger.

Mr. Hsieh’s employment arrangements will continue after consummation of the Merger. Mr. Hsieh will serve as Chief Executive Officer of the Zappos subsidiary of Amazon. Mr. Hsieh will receive an annual base salary of $36,000. Mr. Hsieh will be entitled to continued coverage under Zappos’ Group Medical, Dental, Life Insurance and 401(k) plans.

Mr. Lin’s employment arrangements will continue after consummation of the Merger. Mr. Lin will serve as Chief Operating Officer and Chief Financial Officer of the Zappos subsidiary of Amazon. Mr. Lin will receive an annual base salary of $160,000. Subject to consummation of the Merger and commencement of his employment with Amazon, Mr. Lin will receive a one-time grant of 44,394 Amazon RSUs, which, upon vesting, convert automatically on a one-for-one basis into shares of Amazon common stock. Subject to Mr. Lin’s continued employment with Amazon, this award will vest as follows: 20% in the months he reaches his first and second anniversaries of commencing employment with Amazon, and 30% in the months he reaches his third and fourth anniversaries of commencing employment with Amazon. Mr. Lin will be entitled to continued coverage under Zappos’ Group Medical, Dental, Life Insurance and 401(k) plans.

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Mr. Mossler’s employment arrangements will continue after consummation of the Merger. Mr. Mossler will receive an annual base salary of $185,000. Subject to consummation of the Merger and commencement of his employment with Amazon, Mr. Mossler will receive a one-time grant of 36,995 RSUs, which, upon vesting, convert automatically on a one-for-one basis into shares of Amazon common stock. Subject to Mr. Mossler’s continued employment with Amazon, this award will vest as follows: 20% in the months he reaches his first and second anniversaries of commencing employment with Amazon, and 30% in the months he reaches his third and fourth anniversaries of commencing employment with Amazon. Mr. Mossler will be entitled to continued coverage under Zappos’ Group Medical, Dental, Life Insurance and 401(k) plans.

Non-Competition and Non-Solicitation Agreements

Mr. Hsieh, Mr. Lin and Mr. Mossler have each entered into non-competition and non-solicitation agreements with Amazon in connection with the execution of the Merger Agreement, that become effective upon the consummation of the Merger. The non-competition and non-solicitation agreements restrict each such person for three years from the closing of the Merger from competing with the business of Zappos and from employing or soliciting any director, officer, employee, consultant or third-party contractor of Zappos to cease his or her relationship with Zappos or soliciting any customer, distributor, partner, joint venturer or supplier of Zappos from continuing to do business with Zappos. These persons have not received any additional consideration in connection with the non-competition and non-solicitation agreements. It is a condition to the obligations of Amazon to consummate the Merger that these arrangements have not been challenged as unenforceable or rescinded by any of these persons.

Accelerated Vesting of Options

Michael Marks, a director of Zappos, holds a stock option to exercise 130,000 shares of Zappos common stock at a per share exercise price of $4.00. The shares issuable upon exercise of the stock option vest in equal installments over 48 months and, as of June 30, 2009, 5,417 shares were unvested. Immediately prior to the completion of the Merger, assuming continued service by Mr. Marks to Zappos until that time, all then unvested shares shall become immediately vested and exercisable.

Ann Mather, a director of Zappos, holds a stock option to exercise 150,000 shares of Zappos common stock at a per share exercise price of $6.00. The shares issuable upon exercise of the stock option vest in equal installments over 48 months and, as of June 30, 2009, 43,750 shares were unvested. Immediately prior to the completion of the Merger, assuming continued service by Ms. Mather to Zappos until that time, all then unvested shares shall become immediately vested and exercisable.

Indemnification; Directors’ and Officers’ Insurance

Following the consummation of the Merger, the surviving entity in the Merger will indemnify each director or officer of Zappos for any and all actions taken by those individuals prior to the effective time of the Merger to the fullest extent and in the same manner as Zappos provided indemnification to those directors and officers pursuant to Zappos’ Articles of Incorporation and director and officer indemnity agreements in effect at the effective time of the Merger. In addition, if any indemnified person becomes a defendant in any actual action, Amazon has agreed to advance to that individual his or her legal and other expenses consistent with the terms and conditions for that advancement under Zappos’ indemnification provisions. Under the terms of the Merger Agreement, Zappos may obtain directors, and officers, insurance prior to the closing of the Merger, for liabilities that arise after the closing of the Merger, covering the persons currently covered under Zappos’ directors, and officers, insurance, and the cost of such insurance will be treated as an expense of Zappos in connection with the transaction and therefore deducted from the consideration for your shares.

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SUMMARY OF THE MERGER AGREEMENT

Below is a summary of the Merger Agreement, which is attached to this consent solicitation/prospectus as Appendix A and is incorporated by reference into this document. You should read the Merger Agreement in addition to this Summary.

Cautionary Statement Concerning Representations and Warranties Contained in the Merger Agreement

You should not rely upon the representations and warranties contained in the Merger Agreement or the descriptions of such representations and warranties in this consent solicitation/prospectus, as factual information about Amazon or Zappos. In reviewing the agreements included or incorporated by reference in this consent solicitation/prospectus, it is important to note that they are included to provide investors and shareholders with information regarding their terms, and are not intended to provide any other factual or disclosure information about Amazon, Zappos or the other parties to the agreements. The agreements contain representations and warranties made by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement, and were not intended to be and should not be relied upon by shareholders of Amazon or Zappos; should not be treated as categorical statements of fact, but rather as a way of allocating risk between the parties; have in some cases been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; may apply standards of materiality in a way that is different from what may be material to investors; and were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Information about Amazon can be found elsewhere in this consent solicitation/prospectus and in other public filings Amazon makes with the SEC. Information about Zappos can also be found elsewhere in this consent solicitation/prospectus.

General

The Boards of Directors of both Amazon and Zappos have unanimously adopted and approved the Merger Agreement, which provides for the acquisition by Amazon of Zappos through the Merger. The Merger will result in Zeta Acquisition, a California corporation and wholly-owned subsidiary of Amazon, merging with and into Zappos, so that Zappos, as the surviving entity, will become a wholly-owned subsidiary of Amazon. In exchange for their shares of Zappos common stock, preferred stock, and/or options to purchase shares of Zappos common stock, the Zappos shareholders will receive shares of Amazon common stock and/or options to purchase shares of Amazon common stock. Former Zappos shareholders will not have any equity ownership interest in the surviving corporation.

Merger Consideration; Conversion of Shares in the Merger

The Total Merger Consideration is equal to (a) $838,000,000, minus (b) $52,000,000 for Zappos’ net debt as of March 31, 2009, plus (c) the lesser of (1) $35,000,000 and (2) the aggregate exercise price of all Stock Purchase Rights, whether vested or unvested, outstanding and unexercised as of the closing of the Merger, plus the aggregate exercise price of all Stock Purchase Rights exercised between June 8, 2009 and the closing of the Merger, minus (d) the lesser of (1) $15,000,000 and (2) Zappos’ transaction expenses incurred in connection with the Merger. The total aggregate number of Amazon shares to be issued in connection with the Merger, including future issuance under vested and unvested Stock Purchase Rights assumed in the Merger, is the Total Merger Consideration divided by $81.09, which is the average of the closing prices of Amazon common stock for the forty-five trading days ending July 17, 2009.

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Each share of Zappos common stock would convert into at least 0.1688 shares of Amazon common stock if (i) all outstanding Zappos Series A, Series B, Series C and Series D preferred stock and Zappos Series B warrants are converted to Zappos common stock before the Merger, (ii) the aggregate exercise price of all Zappos Stock Purchase Rights outstanding at the closing of the Merger or exercised between June 8, 2009 and the closing remains $30,000,000 (the approximate amount on July 22, 2009) and (iii) Zappos’ transaction expenses are $15,000,000 (the maximum amount). However, the final exchange ratio for Zappos common stock in the Merger is expected to be higher. For example, if, in the example above, the aggregate exercise price of all Zappos Stock Purchase Rights outstanding at the closing of the Merger or exercised between June 8, 2009 and the closing is $33,000,000, and the Zappos’ transaction expenses are $12,000,000, then each share of Zappos common stock will be converted into approximately 0.1694 shares of Amazon common stock and Amazon will issue approximately 9,952,000 shares of its common stock in the Merger.

At the effective time of the Merger, each issued and outstanding share of Zappos preferred stock (if not otherwise converted into Zappos common stock) will be converted into and become exchangeable for a number of shares of Amazon common stock as follows:

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For the purposes of calculating the number of shares of Amazon common stock to be issued as consideration for the Zappos Series E and Series F preferred stock, the “Series E per share transaction expenses” means an amount equal to the aggregate Zappos’ transaction expenses allocated to the Series E preferred stock pursuant to the Merger Agreement, divided by the total shares of Series E preferred stock outstanding at the effective time of the Merger; provided, that the Series E per share transaction expenses will be zero if any share of Series E preferred stock outstanding at the effective time did not vote in favor of the Merger. Similarly, the “Series F per share transaction expenses” means an amount equal to the aggregate Zappos’ transaction expenses allocated to the Series F preferred stock pursuant to the Merger Agreement, divided by the total shares of Series F preferred stock outstanding at the effective time; provided, that the Series F per share transaction expenses will be zero if any share of Series F preferred stock outstanding at the effective time did not vote in favor of the Merger.

Fractional Shares

No fractional shares of Amazon common stock will be issued in connection with the Merger and no dividends or other distributions with respect to the Amazon common stock will be payable on or with respect to any fractional share. In lieu of the issuance of any such fractional share, Amazon will pay to each former Zappos shareholder who otherwise would be entitled to receive a fractional share of Amazon common stock an amount in cash (without interest) determined by multiplying (a) the fraction of a share of Amazon common stock which such holder would otherwise be entitled to receive (aggregating all shares of Zappos capital stock held at the effective time of the Merger by such holder and rounded to the nearest thousandth when expressed in decimal form) by (b) $81.09.

Treatment of Zappos Options

At the effective time of the Merger, unless otherwise agreed by Amazon and any affected Zappos stock option holder, and except for certain options held by non-employees (which will be vested and fully exercisable prior to the effective time of the Merger, but which will be cancelled and not assumed by Amazon to the extent they remain outstanding as of the effective time), each outstanding option to purchase Zappos common stock pursuant to the Zappos 2009 Stock Plan, formerly the Zappos 1999 Stock Plan, (whether vested or unvested) will be converted into an option to purchase, on the same terms and conditions as such Zappos stock option (including any vesting or forfeiture provisions or repurchase rights), a number of shares of Amazon common stock (rounded down to the nearest whole share) equal to (a) the number of shares of Zappos common stock subject to each Zappos stock option immediately prior to the effective time of the Merger, multiplied by (b) the Common Exchange Ratio at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price per share of Zappos common stock otherwise purchasable pursuant to such Zappos stock option divided by (y) the Common Exchange Ratio. Zappos has agreed to take all commercially reasonable action at or prior to the effective time of the Merger to enable the substitution of Amazon stock options for Zappos stock options.

Amazon is not required to complete the Merger unless the holders of at least 85% of the Zappos stock options outstanding at the effective time of the Merger, in the aggregate, execute option consents in connection with the Merger. Pursuant to the terms of the option consents, option holders agree, among other things, (a) to be bound by the indemnification provisions of Article VIII of the Merger Agreement and the Escrow Agreement, (b) that the exercise of any Amazon stock option prior to February 28, 2011 will result in a contribution to the escrow fund of approximately the portion of shares received upon exercise which would be held in escrow if the shares had been issued as merger consideration, (c) that any option holder indemnification obligations to Amazon will be satisfied by forfeiture of Amazon stock options in equal proportion to the shareholders’ forfeiture of shares held in the escrow fund, and additional Amazon stock options with an intrinsic value equal to the exercise price of such forfeited options will also be subject to cancellation, (d) to the appointment of Alfred Lin as the option holder representative and attorney-in-fact, and (e) to the waiver of any early exercise rights, if applicable.

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Escrow Fund

At the closing, Amazon will deduct from the merger consideration payable to the Zappos shareholders and deposit with Mellon Investor Services, LLC, as escrow agent, a number of shares of Amazon common stock equal to either (a) 10% of the total number of shares of Amazon common stock issuable to holders of Zappos capital stock if immediately prior to the effective time the total number of shares that could become dissenting shares is less than 5% of the total outstanding shares of Zappos capital stock, or (b) if immediately prior to the effective time the total number of shares that could become dissenting shares is equal to or greater than 5% of the total outstanding shares of Zappos capital stock, the product of (i) 10% of the total number of shares of Amazon common stock issuable to holders of Zappos capital stock, multiplied by (ii) the ratio of (A) the total outstanding shares of Zappos capital stock immediately prior to the effective time of the Merger on a fully diluted basis divided by (B) the total outstanding shares of Zappos capital stock immediately prior to the effective time of the Merger on a fully diluted basis minus the total number of shares that could become dissenting shares, for the purpose of satisfying any indemnification obligations arising under the Merger Agreement (the “Escrow Percentage”). Each shareholder will have voting rights with respect to the shares of Amazon common stock deposited to the escrow fund by or on behalf of such shareholder (and any additional shares as may be issued after the effective time with respect to the shares upon any stock split, dividend or recapitalization effected by Amazon after the effective time) unless paid to Amazon in satisfaction of an indemnification claim. See the section entitled “Proposed Merger—Summary of the Merger Agreement—Survival; Indemnification” below at page 53.

From time to time after the effective time, Amazon may deposit additional shares of Amazon common stock to the escrow fund upon the occurrence of any of the following events between the Closing Date and the expiration of the escrow period:

Upon a successful claim by Amazon for indemnification, a number of shares of Amazon common stock held in escrow equal to the recoverable damages underlying such claim will be returned to Amazon and such shares will not be paid out to former Zappos shareholders upon expiration of the escrow period. For the purposes of determining the number of shares of Amazon common stock to be delivered to Amazon out of the escrow fund, a share of Amazon common stock will be valued at $81.09.

Pursuant to the Merger Agreement, on or about February 28, 2011, the escrow agent will be instructed to release from escrow all Amazon shares other than that number of shares with a value, calculated at $81.09 per share, of (i) $40,000,000 plus (ii) the value of pending indemnification claims. The remaining shares in escrow, less amounts equal to unsatisfied indemnification claims, will be released on the four year anniversary of the closing of the Merger (or such later date to the extent of pending claims) and otherwise pursuant to the terms of

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the Escrow Agreement. Escrowed shares remaining in the escrow fund after settlement of all claims will be distributed to former Zappos shareholders in accordance with their respective contributions (as adjusted for any amounts delivered to Amazon with respect to a breaching shareholder). See the section entitled “Summary of the Merger Agreement—Survival; Indemnification” on page 53.

Shareholder Representative

Pursuant to the Merger Agreement, Zappos shareholders (and holders of Zappos stock options who have provided their written consent) will appoint a representative for purposes of taking certain actions and giving certain consents on behalf of the Zappos shareholders and such consenting optionholders, as specified in the Merger Agreement. Approval of the Merger and adoption and approval of the Merger Agreement and the transactions contemplated thereby also constitutes consent to the appointment of Alfred Lin as the Shareholder Representative.

Shareholder Representative Expense Fund

Upon completion of the Merger, Amazon will deduct from the merger consideration payable to the Zappos shareholders and deposit into an expense fund 0.15% of the total number of shares of Amazon common stock issuable to holders of Zappos capital stock. The expense fund shall be available to reimburse the Shareholder Representative for expenses incurred in performing his duties as the shareholder representative (including legal fees and related expenses). The Shareholder Representative shall have the authority to instruct the escrow agent to liquidate any shares in the expense fund and to distribute any amounts received upon liquidation to either the Shareholder Representative personally, or at his instruction, to any third party providing services in connection with the obligations of the shareholder representative. Pursuant to the Merger Agreement, Amazon common stock held in the expense fund will be distributed at such time as the Shareholder Representative reasonably believes that all of his obligations as the shareholder representative have been satisfied pursuant to the terms of the Merger Agreement and Escrow Agreement.

Closing and Effectiveness of the Merger

The closing of the Merger is expected to take place on the second business day following the satisfaction or, to the extent permitted under the Merger Agreement and by applicable law, waiver of all conditions to the obligations of the parties set forth in the Merger Agreement and described below (other than such conditions as may, by their terms, only be satisfied at the closing or on the Closing Date, subject to such satisfaction or waiver thereof) (see “Summary of the Merger Agreement—Conditions to the Consummation of the Merger” on page 57), or on such other date as Amazon and Zappos mutually agree.

Exchange Fund

The Merger Agreement provides that Amazon will deposit with the exchange agent the shares of Amazon common stock issuable to Zappos shareholders, less the shares deposited into the escrow fund and shareholder representative expense fund, and any dividends or distributions and any cash in lieu of fractional shares to which holders of such shares are entitled. It is currently contemplated that the exchange agent will be BNY/Mellon Investor Services LLC, Amazon’s transfer agent.

Exchange of Zappos Stock Certificates for the Merger Consideration

The Merger Agreement provides that Amazon will use commercially reasonable efforts to cause the exchange agent to mail, within five business days of the closing of the Merger, to each record holder of Zappos capital stock immediately prior to the effective time of the Merger, a letter of transmittal and instructions for surrendering and exchanging the record holder’s Zappos share certificates. Upon surrender of a Zappos share certificate for exchange to the exchange agent, together with a duly completed and validly executed letter of

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transmittal, and such other documents as the exchange agent may reasonably require, the record holder of the Zappos certificate will be entitled to receive the following:

If any Zappos share certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by Amazon or the exchange agent, the posting by such person of a bond in such amount as Amazon or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate, the exchange agent will deliver in exchange for such lost, stolen or destroyed certificate shares of Amazon common stock and any dividends or other distributions payable on such shares, and any cash in lieu of fractional shares of Amazon common stock payable in respect thereof.

Dissenters’ Rights

Any shares of Zappos common or preferred stock that are issued and outstanding immediately prior to the effective time of the Merger and that have not approved the Merger via written consent (or with respect to which the holder has not otherwise effectively waived its rights under Chapter 13 of the California General Corporation Law), and with respect to which a demand for payment and appraisal has been properly made in accordance with Chapter 13 of the California General Corporation Law, will not be converted into the right to receive the merger consideration otherwise payable with respect to such shares of Zappos common or preferred stock, except as set forth below. See the section entitled “Rights of Dissenting Shareholders” on page 64. Following the closing, if a holder of dissenting shares withdraws his, her or its demand for such payment and appraisal (with the consent of Zappos), Amazon will deposit the holder’s pro rata share of Amazon common stock into the escrow fund as described below. See the section entitled “Summary of the Merger Agreement—Escrow Fund” on page 50 for additional information.

Lock-Up

During the period beginning on the Closing Date and continuing until the one year anniversary of the Closing Date, each of Mr. Hsieh, Mr. Lin, and Mr. Mossler (each, a “Locked-Up Party”) will be prohibited from (a) offering, pledging, selling or contracting to sell shares of Amazon common stock or options to purchase shares of Amazon common stock received as a merger consideration (the “Locked-Up Shares”); (b) offering, pledging, selling or contracting to sell any option to purchase any shares of Amazon common stock; (c) granting any option, right or warrant for the sale of Amazon common stock; (d) lending or otherwise disposing of or transferring (or entering into any transaction or device designed to, or that could be expected to, result in the disposition by any person at any time in the future of) any Locked-Up Shares or securities convertible into or exercisable or exchangeable for Locked-Up Shares; (e) entering into a swap or other derivatives transaction or agreement that transfers, in whole or in part (directly or indirectly), the economic consequences of ownership of any Locked-Up Shares, whether any such swap or transaction described in clauses (a) through (e) is to be settled by delivery of the Locked-Up Shares or other securities, in cash or otherwise; or (f) announcing his intent to do any of the foregoing. However, during the period commencing on the Closing Date and ending on the date of the one year anniversary of the Closing Date, a Locked-Up Party may enter into a transaction described in clauses (a) through (f) during each calendar quarter with respect to up to the sum of (i) 25% of the Locked-Up Shares received by such Locked-Up Party and (ii) the Locked-Up Shares that were eligible to be the subject of the transactions described in clauses (a) through (f) during any prior calendar quarter.

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Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties. These include representations and warranties of Zappos with respect to, among other things: organization; enforceability and authority; capitalization; equity interests; no approvals or conflicts; financial statements; absence of certain changes or events; taxes; property; contracts; suppliers; warranties and returns; claims and legal proceedings and government orders; labor and employment matters; employee benefit plans; intellectual property; corporate books and records; inventory; licenses/permits/authorizations; compliance with laws; insurance; brokers and finders; absence of questionable payments; bank accounts; insider interests; and full disclosure. The Merger Agreement also contains customary representations and warranties of Amazon and Zeta Acquisition, including among other things: organization; enforceability and due authority; no approvals and no conflict; SEC reports; brokers and finders; Amazon common stock; and no prior operation of Zeta Acquisition.

The representations, warranties and covenants made by Zappos in the Merger Agreement are qualified by information contained in a disclosure memorandum delivered to Amazon and Zeta Acquisition in connection with the execution of the Merger Agreement. Certain representations and warranties were made as of a specific date, and certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Amazon and Zappos shareholders are not third party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Amazon or Zappos or any of their respective affiliates.

Survival; Indemnification

Survival of Representations and Warranties and Covenants

The representations and warranties of Zappos, Amazon and Zeta Acquisition contained in the Merger Agreement survive until February 28, 2011, other than representations and warranties relating to enforceability and authority, capitalization, equity interests, taxes, and broker’s fees and finder’s fees (the “Core Representations and Warranties”), and any representation in the case of fraud or intentional misrepresentation, which survive indefinitely.

Indemnification of Amazon

Pursuant to the terms of the Merger Agreement, the shareholders and the consenting optionholders, severally, and not jointly, on a pro rata basis, will save, defend, indemnify and hold harmless Amazon and its affiliates (including Zeta Acquisition and the surviving corporation following the closing), each of their respective affiliates, officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives, and each of their permitted successors and assigns (the “Amazon Indemnified Parties”) against any losses or other liability (including reasonable outside attorneys’ fees and reasonable costs and other out-of-pocket expenses) as a result of:

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Losses from (i) breaches of the Core Representations and Warranties, (ii) fraud, intentional misrepresentation or intentional breach, and (iii) clauses 2-5 above, are referred to collectively as “Special Matters.”

Other Limitations

The Amazon Indemnified Parties may not recover any loss as a result of breaches of certain representations and warranties until the aggregate amount of loss equals or exceeds $1,000,000, in which case the indemnifying party shall be liable only for the losses in excess of such amount, except with respect to the Special Matters, which will not count towards or be subject to any indemnification deductible. The maximum aggregate amount of loss which may be recovered by the Amazon Indemnified Parties arising out of or relating to (a) breach of representations or warranties made by Zappos, other than a breach of the Core Representations and Warranties or arising out of fraud or intentional misrepresentation, or (b) the untruth or breach of any Core Representation or Warranty to the extent that the loss is comprised of certain tax matters, will be equal to, and consist solely of, the value of (x) the shares of Amazon common stock in the escrow fund, minus (y) the shares of Amazon common stock deposited in the escrow fund on account of dissenting shareholders who have withdrawn or relinquished their dissent and which shares have not been distributed from the escrow fund, plus (z) the Amazon options subject to forfeiture pursuant to option consents.

Subject to the limits for an untruth or breach of any Core Representation or Warranty comprised of certain tax matters, the maximum aggregate amount of loss which may be recovered by the Amazon Indemnified Parties for Special Matters (other than losses from fraud or intentional misrepresentation as described below) shall be limited to the value of shares of Amazon common stock actually received by indemnifying parties (and based on an Amazon common stock price of $81.09) and all Amazon stock options issued to consenting optionholders.

The maximum aggregate amount of loss which may be recovered by the Amazon Indemnified Parties as a result of fraud or intentional misrepresentation shall not be subject to any limitation.

Core Representations and Warranties, excluding certain tax matters, and representations in the case of fraud and intentional misrepresentation survive indefinitely. Representations and warranties relating to certain tax matters survive until the fourth anniversary of the closing of the Merger and all other representations and warranties survive until February 28, 2011.

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Covenants of Amazon and Zappos

Covenants Relating to the Conduct of Zappos’ Business

Zappos has agreed that prior to the Closing Date, its business and the business of its subsidiaries will be conducted in the ordinary course of business consistent with past practice; and Zappos will, and will cause each of its subsidiaries to, use commercially reasonable efforts to preserve substantially intact the business organization and assets of it and its subsidiaries, keep available the services of the current officers, employees and consultants of Zappos and its subsidiaries and preserve the current relationships of Zappos and its subsidiaries with customers, suppliers and other persons with which Zappos or any of its subsidiaries has significant business relations. Zappos has also agreed that neither it nor its subsidiaries will take certain other actions during the period between the execution of the Merger Agreement and the Closing Date, subject to certain limited exceptions as set forth in the Merger Agreement, without the prior written consent of Amazon, including the following:

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Exclusivity

Zappos agreed that unless the Merger Agreement is terminated it would not, and would take all action necessary to ensure that none of its subsidiaries or any of their respective affiliates or representatives do not, directly or indirectly:

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Zappos further agreed that immediately following the execution and delivery of the Merger Agreement it would cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any persons conducted theretofore with respect to any of the foregoing. As used in the Merger Agreement, an “acquisition proposal” means any offer or proposal for, or any indication of interest in, any of the following (other than the Merger): (a) any direct or indirect acquisition, purchase, sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or a portion of the capital stock of Zappos or any of its subsidiaries or any assets of Zappos or any of its subsidiaries, (b) any merger, share exchange, consolidation or other business combination relating to Zappos or any of its subsidiaries or (c) any recapitalization, reorganization or any other extraordinary business transaction involving or otherwise relating to Zappos or any of its subsidiaries.

Director and Officer Indemnification

The surviving corporation will, to the fullest extent permitted under applicable law, Zappos’ organizational documents or under any existing indemnification agreements, indemnify and hold harmless the present and former directors and officers of Zappos against costs and expenses and losses in connection with any claim based on the fact that any such individual is or was a director or officer of Zappos or any of its subsidiaries and arising out of or pertaining to any action or omission occurring at or prior to the effective time of the Merger (including the transactions contemplated by the Merger Agreement), and Amazon agreed it would not prohibit the surviving corporation from honoring such indemnification obligations and agreements, subject to applicable law. Pursuant to the Merger Agreement, prior to the effective time of the Merger Zappos may also elect to purchase a “tail” policy under Zappos’ existing directors’ and officers’ insurance policy, with the cost of such tail policy included in Zappos’ transaction expenses and therefore deducted from the number of Amazon shares issued to Zappos shareholders.

Conditions to the Consummation of the Merger

Conditions to Each Party’s Obligations to Effect the Merger

The obligations of each of the parties to effect the Merger are subject to the satisfaction, at or prior to the closing, of various mutual conditions (which may, to the extent permitted by applicable law, be waived in writing by any party in its sole discretion, with such waiver only effective as to the conditions for the benefit of such party), which include the following:

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Conditions to Zappos’ Obligation to Effect the Merger

The obligation of Zappos to effect the Merger is subject to the satisfaction of several additional conditions (any of which may be waived in writing by Zappos), including:

Conditions to Amazon’s and Zeta Acquisition’s Obligations to Effect the Merger

The respective obligations of Amazon and Zeta Acquisition to effect the Merger are subject to the satisfaction of several additional conditions (any of which may be waived in writing by Amazon), including:

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Definition of “Material Adverse Effect”