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) August 6, 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.)
400 E. Van Buren, Fourth Floor
Phoenix, Arizona 85004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 602-716-0100
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 6, 2001, quepasa.com, inc. ("quepasa") executed a definitive
Merger Agreement (the "Merger Agreement") with Great Western Land and
Recreation, Inc. ("Great Western"), a Delaware corporation, GWLAR, Inc.
("GWLAR"), a Nevada corporation and wholly-owned subsidiary of Great Western,
and GWLR, LLC ("LLC"), a Delaware limited liability company, wholly-owned by
Great Western. The consideration that Great Western agreed to pay for the
transaction was determined through arm's length negotiation. There was no
material relationship between quepasa and Great Western or its affiliates prior
to the Merger.
The disposition will be effected through a merger (the "Merger") of GWLAR
with and into quepasa, with quepasa as the surviving entity. Upon consummation
of the Merger, each issued and outstanding share of quepasa common stock
(excluding those shares to be cancelled in accordance with the Merger Agreement,
and any dissenting shares) will be converted into and exchanged for the right to
receive one share of common stock of Great Western. It is currently anticipated
that approximately 17,763,291 shares of quepasa common stock will be outstanding
on the date of the Merger.
Accordingly, upon the Merger, and subject to certain conditions, Great
Western will issue approximately 17,763,291 shares of its common stock to
quepasa's shareholders, valued at approximately $3.1 million as of June 30,
2001. As a result, quepasa's shareholders will own 49% of Great Western and
Great Western's current shareholder will own 51%. The combined company's common
stock will be publicly traded following the Merger under the Great Western name.
In connection with the execution of the Merger Agreement, Great Western
issued warrants to purchase additional shares of Great Western to its only
shareholder that would increase its ownership to a maximum of 65% and
simultaneously dilute quepasa's former shareholders' ownership interest to 35%.
Great Western, a privately-held real estate development company with its
principal holdings in Arizona, New Mexico and Texas, is currently engaged in (1)
the purchase and development, and subsequent marketing and sale, of parcels of
undeveloped property for the purpose of subdividing the parcels into home-sites,
(2) construction of homes and multi-family and low income housing, (3)
ownership, operation and management of multi-family housing units, and (4)
management of cattle, agriculture, grazing, water and mineral rights on two
ranch properties. For the six months ended June 30, 2001, Great Western had net
revenue of $5.9 million and net profit of $835,000.
Consummation of the Merger is subject to approval of quepasa's shareholders
and other customary conditions. quepasa's board of directors has approved the
Merger and has recommended that the shareholders approve the transaction.
The Merger Agreement may be terminated upon any of the following events:
(1) mutual written consent of the parties; (2) by Great Western if (a) quepasa
has not satisfied all of its closing conditions, (b) a material breach by
quepasa occurs, (c) quepasa's board of directors fails to recommend approval of
the Merger Agreement to its shareholders, or (d) quepasa's shareholders reject
the Merger; and (3) by quepasa if (a) Great Western has not satisfied all of its
closing conditions, (b) a material breach by Great Western, GWLAR or LLC occurs,
or (c) upon entering into a definitive agreement for a takeover proposal that is
superior to quepasa's shareholders than the Merger.
ITEM 5. OTHER EVENTS.
On August 15, 2001, quepasa filed amendments to its 2000 quarterly
reports on Form 10-Q and a Form 8-K with the Securities and Exchange
Commission (the "SEC"). These amendments arose from comments received from
the SEC in the first quarter of 2001 related to the accounting treatment and
valuation of certain non-cash items in the 1999 audited financial statements
and the 2000 unaudited financial statements. quepasa filed an amendment to
its 1999 annual report on Form 10-K in May, 2001 in response to these
comments. None of the amendments affected the cash and investment balances
reported for 1999 or 2000. quepasa has now resolved all issues raised by the
SEC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS(ES) ACQUIRED.
To be filed by amendment to this Current Report on Form 8-K or in a
proxy statement to be filed with the Securities and Exchange
Commission on or before October 22, 2001.
(b) PRO FORMA FINANCIAL INFORMATION.
To be filed by amendment to this Current Report on Form 8-K or in a
proxy statement to be filed with the Securities and Exchange
Commission on or before October 22, 2001.
(c) EXHIBITS.
10.1 Merger Agreement, dated as of August 6, 2001, among quepasa.com,
inc., Great Western Land and Recreation, Inc., GWLAR, Inc. and
GWLR, LLC
10.2 Great Western Land and Recreation, Inc. 2001 Stock Option Plan
10.3 Great Western Land and Recreation, Inc. Warrant
10.4 Great Western Land and Recreation, Inc. Registration Rights
Agreement
99.1 Press Release dated August 7, 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: August 15, 2001 By: /s/ GARY L. TRUJILLO
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Gary L. Trujillo
Chief Executive Officer