UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~ 31January 30, ~~2007~~ 2008

AUDIBLE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-26529

22-3407945

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


1 Washington Park, Newark, NJ		07102
(Address of Principal Executive Offices)		(Zip Code)

(973) 820-0400

(Registrant'’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5 1.~~03 AMENDMENTS~~01. TOENTRY ~~ARTICLES~~INTO OFA ~~INCORPORATION~~MATERIAL ORDEFINITIVE ~~BYLAWS;~~AGREEMENT ~~CHANGE IN FISCAL YEAR~~

On ~~October~~ 31January 30, ~~2007~~2008, ~~the~~Audible, ~~Board~~Inc., ~~of Directors~~a Delaware corporation (the “~~Board~~Company”), ofentered ~~Audible,~~into ~~Inc.~~an Agreement and Plan of Merger (the “~~Company~~Agreement”) ~~authorized the~~with ~~amendment~~Amazon.com, ~~and~~Inc., ~~restatement~~a ofDelaware ~~the~~corporation ~~Company’s bylaws~~ (as“Parent”), ~~amended~~ and ~~restated~~AZBC Holdings, ~~the “Amended~~Inc. ~~Bylaws~~(“Purchaser”)~~. The~~, ~~primary~~a ~~amendments~~Delaware ~~relate~~corporation toand ~~the following:~~a wholly owned subsidiary of Parent.

~~• Section~~Under the terms of the Agreement, Purchaser will commence a tender offer (the “Offer”) to purchase all of the Company’s outstanding shares of common stock, par value $0.01 per share (the 1“Shares”), for $11.350 ~~was~~per ~~amended~~Share, net to ~~set~~the ~~forth~~seller in cash (the ~~procedure~~“Offer Price”), subject to applicable withholding taxes. The closing of the Offer and Purchaser’s obligation to pay for ~~calling~~all Shares tendered is subject to the valid tender of a ~~special~~number ~~meeting~~of Shares that represents at least a majority of the total number of Shares outstanding, on a fully diluted basis. Completion of the Offer is also subject to other customary conditions, including regulatory approval, the ~~stockholders;~~absence of injunctions or illegality and the absence of a material adverse effect on the Company.

~~• As~~The Agreement also provides that following completion of ~~amended~~the Offer, ~~Section~~the ~~1.4~~parties will complete a second-step merger (the “Merger”) in which Purchaser will be merged with and into the Company, ~~Section~~with ~~2.9~~the Company as the surviving corporation, and ~~Section~~all ~~6.10~~Shares ~~permit~~that ~~stockholders~~remain ~~and~~outstanding following the completion of the Offer (other than Shares held by the Company, Parent, Purchaser, any other wholly owned subsidiary of Parent, or a wholly owned subsidiary of the Company, or by holders who are entitled to and properly demand an appraisal of their ~~Board~~Shares) will be converted into the right to receive ~~notice~~the Offer Price. The parties have agreed that if, following completion of ~~meetings~~the byOffer, ~~facsimile~~Parent, Purchaser or ~~other~~any ~~means~~of their respective affiliates own at least 90% of ~~electronic~~the outstanding Shares, the Merger ~~transmission;~~will be completed without a meeting of Company stockholders pursuant to Delaware’s “short form” merger statute.

~~• A~~In the Agreement, the ~~new~~Company ~~Section~~also ~~1.13~~granted ~~was~~Parent ~~added~~and Purchaser, subject to certain conditions and ~~Section~~limitations, ~~2.10~~an ~~was~~irrevocable ~~amended~~option, to ~~allow~~be exercised after completion of the ~~Board~~Offer, to acquire a number of Shares equal to the lowest number of Shares that, when added to the number of Shares owned by Parent, Purchaser and their respective affiliates at the ~~stockholders~~time ifof ~~authorized~~the byexercise of the ~~Board~~option, constitutes one share more than 90% of the number of Shares that will be outstanding after giving effect to ~~participate~~the inexercise ~~meetings~~of ~~by means~~the option, at a price per Share equal to the Offer Price (the “Top-Up Option”). The Top-Up Option is intended to expedite the timing of ~~telephonic~~the ~~and~~completion ~~other~~of ~~remote~~the ~~communication;~~Merger by permitting the Merger to occur pursuant to Delaware’s short form merger statute.

~~• As amended,~~The ~~Section~~Agreement ~~1.10~~also provides that, upon the time Purchaser accepts for apayment ~~stockholder~~and ~~proposal~~pays tofor beany ~~properly~~Shares tendered and not withdrawn pursuant ~~brought~~to the Offer, itand ~~must~~from time to time thereafter as Shares are acquired by Parent or Purchaser, Purchaser will be entitled to designate a ~~proper~~number ~~matter~~of ~~and~~directors, rounded up to the ~~stockholder~~next ~~must~~whole ~~deliver~~number, ~~notice~~ equal to the product of (i) the total number of directors on the ~~proposal~~board toof directors of the Company’s ~~principal~~multiplied ~~executive~~by ~~office~~(ii) the ~~not~~percentage ~~less~~that ~~than~~the ~~120~~aggregate ~~days prior~~number toof ~~the~~Shares ~~first~~beneficially ~~anniversary~~owned ~~date~~by ~~the~~Parent, ~~Company’s~~Purchaser ~~proxy~~and ~~statement~~any ~~was~~of ~~released to~~their ~~stockholders~~affiliates ~~for~~bears to the ~~previous~~total ~~year’s~~number ~~annual~~of ~~meeting. In~~Shares ~~the~~then ~~event~~outstanding ~~that~~(disregarding noany ~~annual~~unvested ~~meeting~~and ~~was~~unexercisable ~~held~~stock options, warrants or isother ~~more~~unvested ~~than~~rights 30to ~~days~~acquire ~~earlier~~Shares). ~~than~~However, until the ~~date contemplated~~Merger atoccurs, the ~~time~~Company’s board of ~~the~~directors ~~previous~~will ~~year’s~~contain ~~proxy~~at ~~statement,~~least ~~stockholder~~such number of independent directors (as ~~proposals~~defined ~~must~~by the NASDAQ Marketplace rules) as may be ~~received~~required noby ~~later~~the ~~than~~NASDAQ Marketplace Rules or the ~~close~~federal ofsecurities ~~business~~laws on(“Continuing Directors”). In addition, after Parent’s designees are elected or appointed to the ~~10th~~Company’s ~~day following~~board ~~the~~of ~~day~~directors onand ~~which~~prior to the ~~date~~completion of the ~~annual~~Merger, ~~meeting~~approval isby ~~publicly~~a ~~announced. These~~majority ~~provisions~~of dothe ~~not~~Continuing ~~affect~~Directors will be required to authorize any ~~rights~~agreement between the Company or any of ~~stockholders~~its tosubsidiaries ~~request~~and ~~inclusion~~Parent, Purchaser or any of their affiliates, amend or terminate the Agreement on behalf of ~~proposals~~the inCompany, exercise or waive any of the Company’s ~~proxy~~rights ~~statement~~or ~~pursuant~~remedies tounder ~~Rule~~the ~~14a-8~~Agreement, extend the time for performance of Parent or Purchaser’s obligations under the Agreement, ~~Securities~~or ~~Exchange~~to ~~Act~~amend the then-effective certificate of ~~1934,~~incorporation asor ~~amended;~~bylaws of the Company.

~~• A new~~The ~~Section~~Company ~~1.11~~has ~~was~~made ~~added~~certain representations and warranties in the Agreement and agreed to ~~provide~~certain ~~for~~covenants, including covenants regarding operation of the ~~conduct~~business of ~~stockholder~~the Company and its subsidiaries prior to the closing of the Offer and covenants prohibiting the Company from soliciting, or providing information ~~meetings;~~or entering into discussions concerning, proposals relating to alternative business combination transactions, except in limited circumstances relating to unsolicited proposals that are, or may reasonably be expected to become, superior to the transactions contemplated by the Agreement.

~~• Article III~~The ~~was~~Agreement ~~amended~~may tobe ~~set~~terminated ~~forth~~before the ~~duties~~consummation of the ~~Chief~~Offer ~~Executive~~under ~~Officer~~specified circumstances, ~~Chief~~including ~~Financial~~(1) by ~~Officer,~~the ~~and~~Company ~~President~~in oforder to accept a Superior Proposal (as defined in the Agreement) or (2) by the Company; or Parent

~~• As~~ ~~amended,~~in ~~Section 4.2 authorizes~~ the ~~Board~~event tothat ~~provide~~Purchaser byterminates ~~resolution~~the ~~that~~Offer ~~some~~ or ~~all~~ offails ~~any~~to ~~class~~accept orShares ~~series~~validly oftendered ~~stock~~in ~~may~~the ~~be uncertificated shares~~Offer. ~~The~~Upon ~~amendments are~~termination ~~necessary~~of inthe ~~order~~Agreement, tounder ~~satisfy~~specified circumstances (including the ~~requirements~~circumstances ofreferred ~~The~~to ~~NASDAQ~~in ~~Global~~clause ~~Market that~~(1) above), the Company’s ~~shares~~will be ~~Direct~~required ~~Registration~~to ~~System~~pay ~~(“DRS”)~~Parent ~~eligible~~a ~~by January~~termination 1,fee ~~2008~~of $10 million. ~~The~~ ~~DRS~~In ~~allows~~addition, ~~investors~~under tospecified ~~hold~~circumstances, ~~shares~~the inCompany ~~book~~will ~~entry~~be ~~form~~required to reimburse ~~without~~Parent for the ~~issuance~~transaction expenses of ~~physical~~Parent ~~certificates;~~or Purchaser up to $3.5 million.

~~• As~~The foregoing summary of the Agreement and the transactions contemplated ~~amended,~~thereby ~~Section~~does ~~6.3~~not ~~provides~~purport ~~that~~to ~~attendance~~be atcomplete ~~any~~and ~~meeting~~is ~~will~~subject ~~constitute waiver~~to, ofand ~~notice~~qualified ~~except~~in ifits entirety by, the ~~sole~~full ~~purpose~~text of ~~attending~~ the ~~meetings~~Agreement isattached ~~to object~~as toExhibit ~~the~~2.1, ~~timeliness~~which ofis ~~notice;~~incorporated herein by reference.

~~• A new Section 6~~ITEM 3.1102 ~~provides~~UNREGISTERED ~~that~~SALE ~~directors~~OF ~~and~~EQUITY ~~officers~~SECURITIES ~~of the Company will be fully protected when relying in good faith upon books and records of the Company;~~

~~• A~~The ~~new~~information ~~Section~~included 6in Item 1.1201 regarding the Top-Up Option is incorporated into this Item 3.02 by reference. The Top-Up Option was ~~added~~issued towithout ~~establish~~registration ~~guidelines~~under ~~for~~the ~~calculating~~Securities ~~time~~Act ~~periods in~~of ~~applying~~1933, ~~provisions~~as inamended (the ~~Amended~~“Securities Act”), ~~Bylaws~~in ~~that~~reliance ~~require~~upon anthe ~~act~~exemption tofrom beregistration ~~done within~~set aforth ~~specified~~in ~~number~~Section 4(2) of ~~days;~~the Securities Act and Rule 506 of Regulation D promulgated thereunder.

~~• A new Section 6~~ITEM 3.1303 ~~was~~MATERIAL ~~added~~MODIFICATION toTO ~~provide~~RIGHTS ~~for~~OF ~~the~~SECURITY ~~use~~HOLDERS ~~of facsimile signatures by officers of the Company.~~

~~In addition,~~The ~~the~~information ~~Amended~~required ~~Bylaws~~by ~~include~~this Item 3.03 ~~other~~is ~~non-substantive~~included ~~and~~in ~~technical~~Items ~~edits~~1.01 and ~~updates~~3.02 and incorporated herein by reference.

~~The foregoing~~ITEM 5.02 ~~summary~~DEPARTURE ofOF ~~the~~DIRECTORS ~~Amended~~OR ~~Bylaws~~CERTAIN isOFFICERS; ~~not~~ELECTION ~~complete and is qualified in~~OF ~~its entirety~~DIRECTORS; byAPPOINTMENT ~~reference~~OF toCERTAIN ~~the~~OFFICERS; ~~full~~COMPENSATORY ~~text~~ARRANGEMENTS ofOF ~~the~~CERTAIN ~~Amended~~OFFICERS ~~Bylaws, a copy of which is filed as Exhibit 3.4 to this report and incorporated herein by reference.~~

The information included under Item 1.01 above is incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:.

Exhibit No. Description


Number		Exhibit
2.1		Agreement and Plan of Merger, dated as of January 30, 2008, by and among Audible, Inc., Amazon.com, Inc. and AZBC Holdings, Inc.*

~~3.4~~* ~~Amended~~Schedules and ~~Restated~~exhibits ~~Bylaws~~have been omitted pursuant to Item 601(b)(2) of ~~Audible,~~Regulation ~~Inc~~S-K., ~~effective~~The ~~October~~Company ~~31,~~hereby ~~2007~~undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

IMPORTANT NOTICE:

This Current Report on Form 8-K is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the Company’s equity securities. The Offer described herein has not yet been commenced. On the commencement date of the Offer, an offer to purchase, a letter of transmittal and related documents will be filed with the SEC, mailed to record holders of the Shares and made available for distribution to beneficial owners of the Shares. The solicitation of offers to buy Shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. When they are available, stockholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the Offer. When they are available, stockholders will be able to obtain the offer to purchase, the letter of transmittal and related documents without charge from the SEC’s Website at www.sec.gov. Stockholders are urged to read carefully those materials when they become available prior to making any decisions with respect to the Offer.

The Company will file a solicitation/recommendation statement with the SEC in connection with the Offer and, if required, will file a proxy statement or information statement with the SEC in connection with the second-step Merger following the Offer. The holders of Shares are strongly advised to read these documents if and when they become available because they will contain important information about the Offer and the Merger. The Company’s stockholders will be able to obtain a free copy of the solicitation/recommendation statement and the proxy statement or information statement as well as other filings containing information about the Company, the Offer and the Merger, if and when available, without charge, at the SEC’s Website at www.sec.gov. In addition, copies of the solicitation/recommendation statement, the proxy statement or information statement and other filings containing information about the Company, the Offer and the Merger may be obtained, if and when available, without charge, by directing a request to Audible, Inc., Attention: Chief Financial Officer, 1 Washington Park, Newark, New Jersey 07102 or by phone at (973) 820-0400.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Audible, Inc.
Date: February 5, 2008		Audible, Inc.
Date: November 6, 2007		/s/ Donald R. Katz
		By:	/s/ Donald R. Katz
	By:	Donald R. Katz
			Donald R. Katz
	~~Title:~~	~~Chief Executive Officer~~Title:	Chief Executive Officer

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