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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 2, 1999
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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.)
400 E. Van Buren, Fourth Floor, Phoenix, AZ 85004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 716-0100
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
News Release dated August 2, 1999 and Complaint (CV99-13647), as filed
in the Arizona Superior Court, Maricopa County on August 2, 1999, filed
as Exhibit 20.1 and Exhibit 20.2, respectively, to this Current Report
on Form 8-K, are incorporated by reference herein.
Item 7. Exhibits.
Exhibit Number Description
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20.1 News Release dated August 2, 1999.
20.2 Complaint (CV99-13647), as filed in the Arizona
Superior Court, Maricopa County on August 2,
1999.
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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 2, 1999 By: /s/ GARY L. TRUJILLO
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Gary L. Trujillo
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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20.1 News Release dated August 2, 1999.
20.2 Complaint (CV99-13647), as filed in the Arizona
Superior Court, Maricopa County on August 2,
1999.
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EXHIBIT 20.1
FOR IMMEDIATE RELEASE
Contact: Michele Vahsen
quepasa.com
(602) 716-0100 ext. 259
[email protected]
QUEPASA.COM TERMINATES CO-FOUNDER
August 2, 1999 -- PHOENIX, AZ -- Quepasa.com (Nasdaq: PASA), the Internet's
premier community for U.S. Hispanics, announced today that it has terminated one
of its co-founders and Chief Technology Officer, Jeffrey Peterson. The company
has also filed a lawsuit against Peterson and one other employee.
"This is an unfortunate circumstance," said Gary L. Trujillo, Chairman and CEO.
"We are doing everything possible to get it behind us and move forward and are
pleased to announce that Bryan Ross, our former Chief Technology Officer and a
person in whom we have great confidence, has been reappointed to this position.
We are very confident that we have the very best management team in place to
continue to position quepasa.com as the premier online community for U.S.
Hispanics."
About quepasa.com
Quepasa.com provides the rapidly growing U.S. Hispanic market with information
and interactive content available in both Spanish and English. The site was
founded in 1998 and includes a search engine, free e-mail, free Web pages,
Spanish-language news feeds, worldwide weather information, chat rooms, games,
maps, and message boards. Over the past six months, quepasa.com has experienced
a 133% compound monthly growth rate in page views. Quepasa.com has entered into
strategic partnerships with leading providers of media, content and technology
including: Miami Herald Online, Reuters NewMedia, Inc., Telemundo Network Group,
Fox Sports World Espanol, WeatherLabs, Inc., Inktomi, GTE Internetworking and
Exodus Communications.
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EXHIBIT 20.2
Paul F. Eckstein (#001822)
Michael P. Berman (#005861)
Brown & Bain, P.A.
2901 North Central Avenue
Post Office Box 400
Phoenix, Arizona 85001-0400
(602) 351-8000
Attorneys for Plaintiff
Arizona superior Court
Maricopa County
QUEPASA.COM, INC., a Nevada corporation | No.
doing business in Arizona, |
|
Plaintiff, | COMPLAINT
|
v. | (Tort Non-Motor Vehicle;
| Contract)
JEFFREY S. PETERSON and SUGEY |
SANCHEZ-ALVAREZ, husband and wife; |
DAVID HANSEN, a single man; JOHN DOES |
1-10; JANE DOES 1-10; and RED AND |
BLACK CORPORATIONS 1-10, |
|
Defendants. |
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Plaintiff quepasa.com, Inc. ("Plaintiff") alleges as follows:
1. Plaintiff is a Nevada corporation doing business in Arizona with its
principal place of business in Maricopa County, Arizona.
2. Defendant Jeffrey S. Peterson ("Peterson") is a resident of Maricopa
County, Arizona.
3. Defendant Sugey Sanchez-Alvarez ("Sanchez-Alvarez"), on information and
belief, is the wife of Peterson and is a resident of Maricopa County,
Arizona. Sanchez-Alvarez is named a defendant solely because of her
membership in the marital community of Peterson and Sanchez-Alvarez.
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4. Defendant David Hansen ("Hansen") is a resident of Maricopa County,
Arizona.
5. John Does 1-10, Jane Does 1-10, and Red and Black Corporations 1-10 are
persons and entities that, on information and belief, have participated
in and aided and abetted the wrongful acts of, and acted in concert
with, Peterson and Hansen, but whose identities are unknown to
Plaintiff at this time or whose full extent of involvement is unknown
to Plaintiff at this time. Plaintiff reserves the right to amend this
complaint at such later time as it has further information regarding
the identity or involvement of these persons or entities.
6. This Court has jurisdiction over this action pursuant to Article VI,
Section 14 of the Arizona Constitution and A.R.S. Section 12-123.
Venue in this Court is proper pursuant to A.R.S. Section 12-401.
7. Plaintiff's business includes the establishment and maintenance of an
internet portal and on-line community providing users with information
and interactive content in both the Spanish and English languages that
provides a one-stop destination for identifying, circulating and
accessing resources, services, and content and information on the
worldwide web.
8. Peterson has been and currently is a member of the board of directors
of Plaintiff. Before his employment was terminated for "Cause" by
Plaintiff on July 31, 1999, Peterson was an employee of Plaintiff.
9. Before his employment was terminated for "Cause" by Plaintiff on July
31, 1999, Hansen was an employee of Plaintiff.
10. As a director, Peterson had and continues to have various obligations
to Plaintiff, including a fiduciary duty and various statutory
obligations. Additionally, as an employee of Plaintiff, Peterson had
various obligations to Plaintiff arising both under common law and
under his written employment agreement with Plaintiff, some of which
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obligations have survived the termination of his employment. Among
other things, as an employee Peterson had a duty of loyalty to
Plaintiff, a fiduciary duty to Plaintiff, and a duty not to usurp
corporate opportunities of Plaintiff; and his employment agreement
prohibited him, and continues to prohibit him for a period of two (2)
years after termination, from entering into any agreement with or
directly or indirectly soliciting or attempting to solicit any employee
or other representative of Plaintiff for the purpose of causing them to
leave Plaintiff to take employment with any other business entity, from
competing directly or indirectly with Plaintiff in any way, or from
acting as an officer, director, employee, consultant, shareholder,
lender or agent of any entity engaged in any business of the same
nature as, or in competition with, the business in which Plaintiff is
or was engaged.
11. As an employee of Plaintiff, Hansen had various obligations to
Plaintiff arising both under common law and under his written
employment agreement with Plaintiff, some of which obligations have
survived the termination of his employment. Among other things, as an
employee Hansen had a duty of loyalty to Plaintiff, a fiduciary duty to
Plaintiff, and a duty not to usurp corporate opportunities of
Plaintiff; and his employment agreement prohibited him, and continues
to prohibit him for a period of two (2) years after termination, from
entering into any agreement with or directly or indirectly soliciting
or attempting to solicit any employee or other representative of
Plaintiff for the purpose of causing them to leave Plaintiff to take
employment with any other business entity, from competing directly or
indirectly with Plaintiff in any way, or from acting as an officer,
director, employee, consultant, shareholder, lender or agent of any
entity engaged in any business of the same nature as, or in competition
with, the business in which Plaintiff is or was engaged.
12. On information and belief, both during their employment with Plaintiff
and after their employment was terminated on July 31, 1999, Peterson
and Hansen have conspired, and are continuing to conspire, to act in
concert
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with one another, and in concert with other persons or entities, in
violation of their contractual, statutory and common law obligations to
Plaintiff by, among other things:
a. Pursuing, including on Plaintiff's time and with the use of
Plaintiff's property, the establishment of a new business
venture that is or will be in competition with Plaintiff;
b. Directly or indirectly soliciting, including on Plaintiff's
time and with the use of Plaintiff's property, various
employees of Plaintiff to participate in their new business
venture; and
c. Directly or indirectly making statements to employees and
others that they knew or should have known would cause, and
which were intended to cause, injury to Plaintiff.
13. By virtue of the foregoing, Peterson and Hansen have breached their
fiduciary duties, their duties of loyalty, their employment agreements,
and their other obligations to Plaintiff, and have tortiously and
wrongfully interfered with Plaintiff's contractual relationships and
prospective business opportunities.
14. By virtue of the foregoing, Peterson and Hansen have caused, and unless
enjoined will continue to cause, irreparable harm and injury to
Plaintiff for which there is no adequate remedy at law.
15. In addition to compensatory damages, Plaintiff is entitled to an award
of punitive damages because Peterson and Hansen have acted with an evil
hand guided by an evil mind and their conduct was and continues to be
intentional, willful, malicious, outrageous, unjustified and in bad
faith.
WHEREFORE, Plaintiff demands judgment against Defendants as follows:
A. Granting a preliminary and permanent injunction enjoining
Peterson, Hansen and all other persons and entities acting in
concert with them from pursuing a competing
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business venture, soliciting any of Plaintiff's employees, or
otherwise interfering with Plaintiff's contractual
relationships or prospective business opportunities;
B. Awarding Plaintiff compensatory damages against Defendants in
an amount to be determined at trial;
C. Awarding Plaintiff punitive damages against Defendants in an
amount to be determined at trial;
D. Imposing a constructive trust on any and all property
obtained by Defendants in violation of the fiduciary duties
of Peterson or Hansen;
E. Awarding Plaintiff its costs and, to the extent authorized by
A.R.S. Section 12-341.01 or other law, its attorneys' fees
incurred in this action; and
F. Awarding Plaintiff such other and further relief as may be
appropriate.
Dated: August 2, 1999.
Brown & Bain, P.A.
By /s/ Paul F. Eckstein
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Paul F. Eckstein
Michael P. Berman
2901 North Central Avenue
Post Office Box 400
Phoenix, Arizona 85001-0400
Attorneys for Plaintiff
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