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) December 28, 2001
quepasa.com, inc.
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(Exact name of Registrant as specified in charter)
Nevada
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(State or other jurisdiction of incorporation)
0-25565 86-0879433
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(Commission File Number) (IRS Employee Identification No.)
7904 E. Chaparral Rd., Ste. A110, PMB 160
Scottsdale, AZ 85250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 949-3749
400 E. Van Buren, Fourth Floor
Phoenix, Arizona 85004
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 28, 2001, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release announces that the Registrant will hold its annual shareholder meeting
on February 11, 2002 at 10:00 a.m. (Nevada time). The meeting will be held at
Glen Eagles, 3700 North Carson Street, Carson City, Nevada. Holders of record at
the close of business on January 7, 2002 are entitled to vote at the annual
meeting. At the meeting, shareholders will elect directors and vote on the
previously announced merger with Great Western Land and Recreation, Inc. The
Registrant previously announced a meeting date of January 31, 2002 and a record
date of December 28, 2001. The change was made at the request of a group of the
Registrant's shareholders that has informed the Registrant that it intends to
solicit proxies for the meeting. This group commenced a legal action in Nevada
on October 31, 2001 seeking to compel a separate shareholder meeting to elect
directors prior to the shareholder meeting at which the Great Western merger
would be voted upon. The Registrant and the plaintiffs have now stipulated that
one meeting will be held.
The press release also disclosed that on December 19, 2001 two of the
plaintiffs in the Nevada action, Michael Silberman and Mark Kucher, commenced an
action against the Registrant, each of its directors and their wives, its
president and his wife and Great Western in the Superior Court for the State of
Arizona in and for the County of Maricopa. This action alleges various breaches
of fiduciary duty by the officers and directors of the Registrant, including (i)
termination of the employment of the Registrant's founder and former chief
technology officer, Jeffrey Peterson, (ii) failure to execute the Registrant's
original business plan, (iii) payment of the Registrant's officers' salaries
under their employment agreements, (iv) repricing of options held by Gary
Trujillo, the Registrant's former chief executive officer, to $0.15 per share
(no such repricing ever occurred), (v) payment of $700,000 to Gary Trujillo in
connection with the termination of his employment agreement (approximately $1.2
million was payable under the employment agreement at the time of its
termination), (vi) delaying the shareholder meeting for the election of
directors, (vii) signing the Great Western merger agreement, (viii) approval of
the items disclosed in the Registrant's preliminary proxy statement with respect
to the Great Western merger under the caption "Proposal 2. The Merger--Interests
of Certain Persons in the Merger," (ix) the $500,000 secured loan made to Great
Western in connection with the execution of an amendment to the merger agreement
that contained terms beneficial to the Registrant and (x) failure to maintain
the registration of some of the Registrant's website domain names. The action
seeks unspecified compensatory and punitive damages. The action also seeks to
enjoin Great Western and Gary Trujillo from voting any shares of quepasa common
stock acquired with the proceeds of a secured loan made to Great Western in
connection with certain amendments to the merger agreement and from the payment
made to Gary Trujillo in connection with the termination of his employment
agreement. quepasa believes that the action is without merit and intends to
vigorously defend the action.
ITEM 7. EXHIBITS.
99.1 Press Release dated December 28, 2001.
SIGNATURE
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 hereunto duly authorized.
quepasa.com, inc.
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(Registrant)
Date: December 28, 2001 By: /s/ Robert J. Taylor
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Robert J. Taylor
President & Chief Financial Officer