<PAGE>   1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
 
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                AMAZON.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                              <C>
                    DELAWARE                                        91-1646860
          (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
</TABLE>
 
                       1200 - 12TH AVENUE S., SUITE 1200
                           SEATTLE, WASHINGTON 98144
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
          INNERLINX TECHNOLOGIES, INCORPORATED 1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                JEFFREY P. BEZOS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                AMAZON.COM, INC.
                       1200 - 12TH AVENUE S., SUITE 1200
                           SEATTLE, WASHINGTON 98144
                                 (206) 266-1000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                                    COPY TO:
 
                                SCOTT L. GELBAND
                                PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<S>                        <C>                     <C>                     <C>                     <C>
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES          AMOUNT TO BE         OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
    TO BE REGISTERED          REGISTERED(1)(2)            SHARE(3)                 PRICE              REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
  value per share........          28,412                 $18.183               $516,615.39               $144.00
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Pursuant to an Agreement and Plan of Merger dated as of March 30, 1999 (the
    "Merger Agreement"), by and among the Registrant, LB Acquisition, Inc.,
    Matthew Williams, Sky Kruse and LiveBid.com, Inc. ("LiveBid.com"), the
    Registrant assumed all the outstanding options to purchase capital stock of
    LiveBid.com (formerly Innerlinx Technologies, Incorporated) under its 1997
    Stock Option Plan (the "LiveBid.com Assumed Options"), with appropriate
    adjustments to the number of shares and the exercise price of each
    LiveBid.com Assumed Option to reflect the ratio at which LiveBid.com capital
    stock was converted into Common Stock of the Registrant under the Merger
    Agreement.
 
(2) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Innerlinx Technologies, Incorporation 1997 Stock Option Plan as the
    result of any future stock split, stock dividend or similar adjustment to
    the Registrant's outstanding Common Stock.
 
(3) Shares are issuable upon exercise of outstanding options with fixed exercise
    prices. Pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended, the proposed maximum aggregate offering price and the registration
    fee have been computed based on the weighted average exercise price for
    shares subject to outstanding options.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
 
          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998;
 
          (b) The Registrant's Current Reports on Form 8-K filed on August 27,
     1998, October 26, 1998, January 5, 1999, January 27, 1999, January 28,
     1999, January 29, 1999, February 4, 1999, March 29, 1999, March 30, 1999,
     April 27, 1999, April 29, 1999 and May 12, 1999;
 
          (c) The description of the Common Stock in the Registrant's
     Registration Statement on Form 8-A filed on May 2, 1997, under Section
     12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), including any amendments or reports for the purpose of updating such
     description; and
 
          (d) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
 
     Section 10 of the Registrant's Bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in connection with any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent permitted by law, any derivative action) by reason of the fact
that such person is or was serving as a director or officer of the
 
                                      II-1
<PAGE>   3
 
Registrant or that, being or having been a director or officer of the
Registrant, such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan.
 
     The Bylaws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees and agents with the same
scope and effect as the foregoing indemnification of directors and officers.
 
     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
 
     Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
 
     The Registrant has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the Registrant's
officers and directors with further indemnification, to the maximum extent
permitted by the DGCL.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
 
<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                             DESCRIPTION
    -------                            -----------
    <C>        <S>
      5.1      Opinion of Perkins Coie LLP
     23.1      Consent of Ernst & Young LLP, Independent Auditors
     23.2      Consent of Perkins Coie LLP (included in opinion filed as
               Exhibit 5.1)
     23.3      Consent of Deloitte & Touche LLP, Independent Auditors
     23.4      Consent of PricewaterhouseCoopers LLP, Independent
               Accountants
     23.5      Consent of PricewaterhouseCoopers LLP, Independent
               Accountants
     24.1      Power of Attorney (see signature page)
     99.1      Innerlinx Technologies, Incorporated 1997 Stock Option Plan
</TABLE>
 
ITEM 9. UNDERTAKINGS
 
A. The undersigned Registrant hereby undertakes:
 
     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");
 
          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in
 
                                      II-2
<PAGE>   4
 
     the aggregate, represent a fundamental change in the information set forth
     in this Registration Statement; and
 
          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;
     provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement.
 
     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 17th day of May,
1999.
 
                                          AMAZON.COM, INC.
 
                                          By:     /s/ JEFFREY P. BEZOS
                                            ------------------------------------
                                                      Jeffrey P. Bezos
                                             President, Chief Executive Officer
                                                             and
                                                   Chairman of the Board
 
                               POWER OF ATTORNEY
 
     Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos and Joy D. Covey, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 17th day of May, 1999.
 
<TABLE>
<CAPTION>
                 SIGNATURE                                            TITLE
                 ---------                                            -----
<C>                                                <S>
 
            /s/ JEFFREY P. BEZOS                   President, Chairman of the Board and Chief
--------------------------------------------       Executive Officer (Principal Executive
              Jeffrey P. Bezos                     Officer)
 
              /s/ JOY D. COVEY                     Chief Financial Officer and Vice President
--------------------------------------------       of Finance and Administration (Principal
                Joy D. Covey                       Financial and Accounting Officer)
 
             /s/ TOM A. ALBERG                     Director
--------------------------------------------
               Tom A. Alberg
 
             /s/ SCOTT D. COOK                     Director
--------------------------------------------
               Scott D. Cook
 
             /s/ L. JOHN DOERR                     Director
--------------------------------------------
               L. John Doerr
 
         /s/ PATRICIA Q. STONESIFER                Director
--------------------------------------------
           Patricia Q. Stonesifer
</TABLE>
 
                                      II-4
<PAGE>   6
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<C>        <S>
  5.1      Opinion of Perkins Coie LLP
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Perkins Coie LLP (included in opinion filed as
           Exhibit 5.1)
 23.3      Consent of Deloitte & Touche LLP, Independent Auditors
 23.4      Consent of PricewaterhouseCoopers LLP, Independent
           Accountants
 23.5      Consent of PricewaterhouseCoopers LLP, Independent
           Accountants
 24.1      Power of Attorney (see signature page)
 99.1      Innerlinx Technologies, Incorporated 1997 Stock Option Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19519}]
{"company-data": {"conformed-name": "AMAZON COM INC", "cik": "0001018724", "assigned-sic": "5961", "irs-number": "911646860", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78651", "film-number": "99628601"}, "business-address": {"street1": "1516 SECOND AVE 4TH FLOOR", "street2": "PO BOX 80387", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2066222335"}, "mail-address": {"street1": "PO BOX 80387", "street2": "1516 SECOND AVE 4TH FLOOR", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
1
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
 
                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                AMAZON.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                        91-1646860
          (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
       OF INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)
1200 - 12TH AVENUE S., SUITE 1200
                           SEATTLE, WASHINGTON 98144
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
          INNERLINX TECHNOLOGIES, INCORPORATED 1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
 
                                JEFFREY P. BEZOS
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                AMAZON.COM, INC.
                       1200 - 12TH AVENUE S., SUITE 1200
                           SEATTLE, WASHINGTON 98144
                                 (206) 266-1000
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                                    COPY TO:
 
                                SCOTT L. GELBAND
                                PERKINS COIE LLP
                         1201 THIRD AVENUE, 40TH FLOOR
                         SEATTLE, WASHINGTON 98101-3099
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                                                      PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES          AMOUNT TO BE         OFFERING PRICE PER      AGGREGATE OFFERING          AMOUNT OF
    TO BE REGISTERED          REGISTERED(1)(2)            SHARE(3)                 PRICE              REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
  value per share........          28,412                 $18.183               $516,615.39               $144.00
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to an Agreement and Plan of Merger dated as of March 30, 1999 (the
    "Merger Agreement"), by and among the Registrant, LB Acquisition, Inc.,
    Matthew Williams, Sky Kruse and LiveBid.com, Inc. ("LiveBid.com"), the
    Registrant assumed all the outstanding options to purchase capital stock of
    LiveBid.com (formerly Innerlinx Technologies, Incorporated) under its 1997
    Stock Option Plan (the "LiveBid.com Assumed Options"), with appropriate
    adjustments to the number of shares and the exercise price of each
    LiveBid.com Assumed Option to reflect the ratio at which LiveBid.com capital
    stock was converted into Common Stock of the Registrant under the Merger
    Agreement.
 
(2) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Innerlinx Technologies, Incorporation 1997 Stock Option Plan as the
    result of any future stock split, stock dividend or similar adjustment to
    the Registrant's outstanding Common Stock.
 
(3) Shares are issuable upon exercise of outstanding options with fixed exercise
    prices. Pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended, the proposed maximum aggregate offering price and the registration
    fee have been computed based on the weighted average exercise price for
    shares subject to outstanding options.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
 
                                    PART II
 
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in this Registration
Statement:
 
          (a) The Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1998;
 
          (b) The Registrant's Current Reports on Form 8-K filed on August 27,
     1998, October 26, 1998, January 5, 1999, January 27, 1999, January 28,
     1999, January 29, 1999, February 4, 1999, March 29, 1999, March 30, 1999,
     April 27, 1999, April 29, 1999 and May 12, 1999;
 
          (c) The description of the Common Stock in the Registrant's
     Registration Statement on Form 8-A filed on May 2, 1997, under Section
     12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), including any amendments or reports for the purpose of updating such
     description; and
 
          (d) All other reports filed by the Registrant pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Annual Report on Form 10-K referred to in (a) above.
 
     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that the securities offered hereby have
been sold or which deregisters the securities covered hereby then remaining
unsold shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify its directors and officers, as well as other
employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
 
     Section 10 of the Registrant's Bylaws requires indemnification to the full
extent permitted under Delaware law as it now exists or may hereafter be
amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide
an unconditional right to indemnification for all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) actually and reasonably incurred or suffered by
any person in connection with any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
to the extent permitted by law, any derivative action) by reason of the fact
that such person is or was serving as a director or officer of the
 
                                      II-1
3
 
Registrant or that, being or having been a director or officer of the
Registrant, such person is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan.
 
     The Bylaws also provide that the Registrant may, by action of its Board of
Directors, provide indemnification to its employees and agents with the same
scope and effect as the foregoing indemnification of directors and officers.
 
     Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
 
     Article 10 of the Registrant's Restated Certificate of Incorporation
provides that to the full extent that the DGCL, as it now exists or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Registrant shall not be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director. Any amendment to or repeal of such Article 10 shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
 
     The Registrant has entered into certain indemnification agreements with its
officers and directors. The indemnification agreements provide the Registrant's
officers and directors with further indemnification, to the maximum extent
permitted by the DGCL.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
EXHIBIT
    NUMBER                             DESCRIPTION
    -------                            -----------
5.1      Opinion of Perkins Coie LLP
     23.1      Consent of Ernst & Young LLP, Independent Auditors
     23.2      Consent of Perkins Coie LLP (included in opinion filed as
               Exhibit 5.1)
     23.3      Consent of Deloitte & Touche LLP, Independent Auditors
     23.4      Consent of PricewaterhouseCoopers LLP, Independent
               Accountants
     23.5      Consent of PricewaterhouseCoopers LLP, Independent
               Accountants
     24.1      Power of Attorney (see signature page)
     99.1      Innerlinx Technologies, Incorporated 1997 Stock Option Plan
ITEM 9. UNDERTAKINGS
 
A. The undersigned Registrant hereby undertakes:
 
     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933, as amended (the "Securities Act");
 
          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in
 
                                      II-2
4
 
     the aggregate, represent a fundamental change in the information set forth
     in this Registration Statement; and
 
          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;
     provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement.
 
     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
 
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 17th day of May,
1999.
 
                                          AMAZON.COM, INC.
 
                                          By:     /s/ JEFFREY P. BEZOS
                                            ------------------------------------
                                                      Jeffrey P. Bezos
                                             President, Chief Executive Officer
                                                             and
                                                   Chairman of the Board
 
                               POWER OF ATTORNEY
 
     Each person whose individual signature appears below hereby authorizes
Jeffrey P. Bezos and Joy D. Covey, or either of them, as attorneys-in-fact with
full power of substitution, to execute in the name and on the behalf of each
person, individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on the 17th day of May, 1999.
SIGNATURE                                            TITLE
                 ---------                                            -----
/s/ JEFFREY P. BEZOS                   President, Chairman of the Board and Chief
--------------------------------------------       Executive Officer (Principal Executive
              Jeffrey P. Bezos                     Officer)
 
              /s/ JOY D. COVEY                     Chief Financial Officer and Vice President
--------------------------------------------       of Finance and Administration (Principal
                Joy D. Covey                       Financial and Accounting Officer)
 
             /s/ TOM A. ALBERG                     Director
--------------------------------------------
               Tom A. Alberg
 
             /s/ SCOTT D. COOK                     Director
--------------------------------------------
               Scott D. Cook
 
             /s/ L. JOHN DOERR                     Director
--------------------------------------------
               L. John Doerr
 
         /s/ PATRICIA Q. STONESIFER                Director
--------------------------------------------
           Patricia Q. Stonesifer
II-4
6
 
                               INDEX TO EXHIBITS
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
5.1      Opinion of Perkins Coie LLP
 23.1      Consent of Ernst & Young LLP, Independent Auditors
 23.2      Consent of Perkins Coie LLP (included in opinion filed as
           Exhibit 5.1)
 23.3      Consent of Deloitte & Touche LLP, Independent Auditors
 23.4      Consent of PricewaterhouseCoopers LLP, Independent
           Accountants
 23.5      Consent of PricewaterhouseCoopers LLP, Independent
           Accountants
 24.1      Power of Attorney (see signature page)
 99.1      Innerlinx Technologies, Incorporated 1997 Stock Option Plan