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) February 13, 2002
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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: (602) 351-8320
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On February 13, 2002, 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 entered into a settlement of all
litigation and potential litigation with the shareholder group that had
commenced litigation against the Registrant, its officers and directors. This
shareholder group had also filed preliminary proxy materials opposing the
Registrant's proposed merger with Great Western Land and Recreation, Inc. and
proposing an alternative slate of directors. The Stipulation of Settlement and
related Notice Order is attached hereto as Exhibit 99.2, which is incorporated
herein by reference. The settlement provides for dismissal of all claims with
prejudice and full releases of all parties for all claims, whether yet asserted
or not. The settlement agreement states that through the date of the shareholder
meeting, quepasa does not expect to make any expenditures or distributions other
than in the ordinary course of business and in connection with Robert Taylor's
employment agreement, the Great Western merger agreement, the litigation
settlement, and the preparation and mailing of a proxy statement in connection
with quepasa's annual meeting of shareholders. The settlement also requires that
quepasa continue to indemnify all of its officers and directors to the fullest
extent permitted by law. The settlement is subject to the approval of the
Superior Court of Arizona, which has given its preliminary approval of the
settlement. A final hearing to approve the settlement will be held shortly after
the annual meeting. Any shareholder of quepasa may appear at the hearing to
object to the proposed settlement. Shareholders wishing to object to the
proposed settlement should follow the procedures for objection set forth in the
Notice Order attached hereto and quepasa's proxy statement.
On February 14, 2002, the Registrant issued the press release attached
hereto as Exhibit 99.3, which is incorporated herein by reference. The press
release announces that the Registrant is revising its proxy materials to reflect
several recent events; consequently, the previously announced date of February
28, 2002 for the annual shareholders meeting will be rescheduled. The meeting
will be held as promptly as practicable after the revised proxy materials are
cleared by the Securities and Exchange Commission. The rescheduled meeting date,
and related record date, will be announced upon SEC clearance. The Registrant
also announced that rather than stand for re-election and propose that the
shareholders authorize the board to liquidate the company, the Registrant's
current board has decided to nominate the director candidates proposed by the
shareholder group that had publicly opposed the company's now terminated merger
agreement with Great Western. This decision was made after the board met two
times with representatives of the shareholder group to learn about the group's
plans for the Registrant should their slate be elected to the Registrant's
board.
On February 14, 2002, the Registrant was informed that on February 11,
2002, Great Western, initiated a lawsuit against the Registrant in the Superior
Court of Arizona. The Registrant originally terminated the merger agreement with
Great Western pursuant to Section 8.1(e) of the agreement on February 5, 2002.
In its complaint, Great Western alleges, among other things, that the Registrant
breached the merger agreement with Great Western and, as a result, Great Western
is entitled to receive a $500,000 termination fee from the Registrant.
Therefore, Great Western alleges that the $500,000 loan that the Registrant made
to Great Western in October of 2001 should be deemed paid in full.
ITEM 7. EXHIBITS.
99.1 Press Release dated February 13, 2002.
99.2 Stipulation of Settlement between Michael Silberman and Mark
Kucher, Plaintiffs, and quepasa.com, inc., et al., Defendants,
and related Notice Order.
99.3 Press Release dated February 14, 2002.
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: February 28, 2002 By: /s/ Robert J. Taylor
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Robert J. Taylor
President & Chief Financial Officer