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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999
REGISTRATION NO. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUEPASA.COM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 86-0879433
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 E. VAN BUREN, FOURTH FLOOR, PHOENIX, ARIZONA 85004
(Address of Principal Executive Offices)
QUEPASA.COM, INC. AMENDED AND RESTATED 1998 STOCK OPTION PLAN
(Full Title of Plan)
GARY L. TRUJILLO
QUEPASA.COM, INC.
400 E. VAN BUREN, FOURTH FLOOR
PHOENIX, AZ 85004
(602) 716-0100
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
COPY TO:
JEFFREY M. KNETSCH
BROWNSTEIN HYATT & FARBER, P.C.
410 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 223-1100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price per Aggregate Offering Amount of
to be Registered Registered (1) Share (2) Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 20,000 shares $1.00 $20,000 $5.56
per share 25,000 shares $1.50 $37,500 $10.48
150,000 shares $8.00 $1,200,000 $333.60
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also covers an
indeterminate number of additional securities that may be issuable by
reason of stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the prices at which the
options may be exercised.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
*Explanatory Note: Information required by Part I to be contained in
the Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) The Registrant's Prospectus, dated June 24, 1999, filed
pursuant to Rule 424(b) under the Securities Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the filing of the Prospectus referred to in (a)
above; and
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A, dated
March 16, 1999.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant's Articles of Incorporation, as amended (the
"Articles"), provide that the liability of the Registrant's directors and
officers for monetary damages for breach of fiduciary duty is eliminated to the
fullest extent permitted by Nevada law and that the Registrant's officers and
directors shall be indemnified by the Registrant against any liability to the
fullest extent permitted by Nevada law. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant's Amended and Restated Bylaws (the "Bylaws") provide
that the Registrant shall indemnify the currently acting and former directors,
officers, employees and agents of the Registrant or another corporation,
partnership, joint venture, trust, association or other enterprise against
reasonably incurred expenses, judgments, penalties, fines and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined that such person reasonably believed (i) in the
case of conduct in his official capacity with the Registrant, that his conduct
was in the Registrant's best interests, or (ii) in all other cases (except
criminal cases), that his conduct was at least not opposed to the Registrant's
best interests, or (iii) in the case of any criminal proceeding, that he had no
reasonable cause to believe his conduct was unlawful.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
4.1 The Registrant's Amended and Restated 1998 Stock Option Plan
(incorporated herein by reference to Exhibit 10.33 to the Registrant's
Registration Statement on Form S-1, SEC File No. 333-74201).
5.1 Opinion of Brownstein Hyatt & Farber, P.C.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman, P.C.
23.2 Consent of Brownstein Hyatt & Farber, P.C. (included in Exhibit 5.1).
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) 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 the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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 section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the 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
2
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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.
3
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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 Phoenix, State of Arizona, on October 1, 1999.
QUEPASA.COM, INC.,
a Nevada corporation
By: /s/ Gary L. Trujillo
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Name: Gary L. Trujillo
Title: Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ GARY L. TRUJILLO Chairman and Chief Executive Officer October 1, 1999
- --------------------------------------- (Principal-Executive-Officer)
Gary L. Trujillo
/s/ ALLEN R. DUNAWAY Chief Financial Officer October 1, 1999
- --------------------------------------- (Chief-Financial-Officer)
Allen R. Dunaway
/s/ JUAN C. GALAN Controller October 1, 1999
- --------------------------------------- (Chief-Accounting-Officer)
Juan C. Galan
/s/ L. WILLIAM SEIDMAN Director October 1, 1999
- ---------------------------------------
L. William Seidman
/s/ ALAN J. SOKOL Director October 1, 1999
- ---------------------------------------
Alan J. Sokol
/s/ JERRY J. COLANGELO Director October 1, 1999
- ---------------------------------------
Jerry J. Colangelo
Director October 1, 1999
- ---------------------------------------
Jeffrey S. Peterson
/s/ DR. LOUIS OLIVAS Director October 1, 1999
- ---------------------------------------
Dr. Louis Olivas
Director October 1, 1999
- ---------------------------------------
Jose Maria Figueres
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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4.1 The Registrant's Amended and Restated 1998 Stock Option Plan
(incorporated herein by reference to Exhibit 10.33 to the Registrant's
Registration Statement on Form S-1, SEC File No. 333-74201).
5.1 Opinion of Brownstein Hyatt & Farber, P.C.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman, P.C.
23.2 Consent of Brownstein Hyatt & Farber, P.C. (included in Exhibit 5.1).
5
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EXHIBIT 5.1
BROWNSTEIN HYATT & FARBER, P.C.
410 Seventeenth Street, 22nd Floor
Denver, Colorado 80202
October 1, 1999
quepasa.com, inc.
One Arizona Center
400 E. Van Buren, Fourth Floor
Phoenix, AZ 85004
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") filed today with the Securities and Exchange
Commission by quepasa.com, inc., a Nevada corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of 195,000 shares (the "Shares") of the Company's Common Stock, par
value $.001 per share, to be issued under the Company's Amended and Restated
1998 Stock Option Plan (the "Plan").
In connection with this opinion, we have examined such documents,
certificates, instruments and other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such copies.
Additionally, we have examined such questions of law and fact as we have
considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, it is our opinion that all of the Shares have
been duly authorized, and when issued and delivered in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ BROWNSTEIN HYATT & FARBER, P.C.
BROWNSTEIN HYATT & FARBER, P.C.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 dated October 1, 1999 of our report dated
February 17, 1999, relating to the financial statements which appears in
quepasa.com, inc.'s Registration Statement on Form S-1, dated June 24, 1999 (SEC
File No. 333-74201).
/s/ EHRHARDT KEEFE STEINER & HOTTMAN, P.C.
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Ehrhardt Keefe Steiner & Hottman, P.C.
Denver, Colorado
October 1, 1999
