<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
quepasa.com, inc.
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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<PAGE> 2
[QUEPASA.COM LOGO]
400 EAST VAN BUREN, FOURTH FLOOR
PHOENIX, ARIZONA 85004
(602) 716-0100
May 15, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of quepasa.com, inc. which will be held on Monday, June 19, 2000 at 9:00 a.m.
(local time), at the St. Regis Hotel, New York, New York.
At this meeting, you will be asked to vote, in person or by proxy, on the
following matters:
1. the election of seven directors to serve on the Board of Directors
for a one-year term;
2. the ratification of the appointment of KPMG LLP as our independent
auditors; and
3. any other business as may properly come before the meeting or any
adjournments thereof.
The official Notice of Annual Meeting, Proxy Statement and Proxy Card are
included with this letter. The matters listed in the Notice of Annual Meeting
are described in detail in the accompanying Proxy Statement.
Regardless of your plans for attending in person, it is important that your
shares be represented and voted at the annual meeting. Accordingly, you are
urged to complete, sign and mail the enclosed Proxy Card as soon as possible.
Sincerely,
/s/ GARY L. TRUJILLO
------------------------------------
Gary L. Trujillo
Chairman, Chief Executive Officer
and President
<PAGE> 3
[QUEPASA.COM LOGO]
400 EAST VAN BUREN, FOURTH FLOOR
PHOENIX, ARIZONA 85004
(602) 716-0100
NOTICE OF ANNUAL MEETING
TO BE HELD ON JUNE 19, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
quepasa.com, inc. will be held on Monday, June 19, 2000 at 9:00 a.m. (local
time), at the St. Regis Hotel, New York, New York, and any postponements and
adjournments thereof, to consider and act upon the following proposals:
1. To elect seven directors to serve on the Board of Directors for a
one-year term and until their successors are elected and qualified;
2. To ratify the appointment of KPMG LLP as our independent auditors
for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
annual meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on May 11, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting. Only holders of common stock of record at the
close of business on that date will be entitled to notice of and to vote at the
annual meeting or any adjournments thereof. A list of our stockholders entitled
to vote at the annual meeting will be open to the examination of any stockholder
for any purpose germane to the meeting during ordinary business hours for a
period of ten days before the annual meeting at our offices. All stockholders
are cordially invited to attend the annual meeting.
By Order of the Board of Directors
/s/ JUAN C. GALAN
------------------------------------
Juan C. Galan
Corporate Secretary, Treasurer
and Chief Financial Officer
Phoenix, Arizona
May 15, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT ANY TIME
PRIOR TO THE TIME IT IS VOTED.
<PAGE> 4
[QUEPASA.COM LOGO]
400 EAST VAN BUREN, FOURTH FLOOR
PHOENIX, ARIZONA 85004
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JUNE 19, 2000
---------------------
This Proxy Statement contains information related to the 2000 Annual
Meeting of Stockholders of quepasa.com, inc. to be held on Monday, June 19,
2000, beginning at 9:00 a.m. (local time) at the St. Regis Hotel, New York, New
York, and at any postponements or adjournments thereof.
ABOUT THE MEETING
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At our annual meeting, stockholders will act upon the matters outlined in
the accompanying Notice of Annual Meeting. In addition, management will report
on our performance during fiscal 1999 and respond to questions from
stockholders.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on the record date,
May 11, 2000, are entitled to receive notice of the annual meeting and to vote
the shares of common stock that they held on that date at the meeting, or any
postponement or adjournment of the meeting. Each outstanding share entitles its
holder to cast one vote on each matter to be voted upon.
WHO CAN ATTEND THE MEETING?
All stockholders as of the record date (May 11, 2000), or their duly
appointed proxies, may attend the meeting, and each may be accompanied by one
guest. Seating, however, is limited. Admission to the meeting will be on a
first-come, first-served basis. Registration and seating will begin at 8:00 a.m.
(local time) and the meeting will begin at 9:00 a.m. (local time). Each
stockholder may be asked to present valid picture identification, such as a
driver's license or passport. Cameras, recording devices and other electronic
devices will not be permitted at the meeting.
Many of you hold your shares in "street name," that is, through a broker or
other nominee. If you hold your shares in street name, you will need to bring a
copy of a brokerage statement reflecting your stock ownership as of the record
date to check in at the registration desk at the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, shares of our common stock were outstanding. Proxies received
but marked as abstentions and broker non-votes will be included in the
calculation of the number of shares considered to be present at the meeting.
<PAGE> 5
HOW DO I VOTE?
If you complete and properly sign the accompanying Proxy Card and return it
to us, it will be voted as you direct. If you are a registered stockholder and
attend the meeting, you may deliver your completed Proxy Card in person. "Street
name" stockholders who wish to vote at the meeting will need to obtain a Proxy
Card from the institution that holds their shares.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is exercised by filing with our Secretary either a
notice of revocation or a duly executed proxy bearing a later date. The powers
of the proxy holders will be suspended if you attend the meeting in person and
so request, although attendance at the meeting will not by itself revoke a
previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
---------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE NOMINATED
SLATE OF DIRECTORS AND FOR EACH OF THE PROPOSALS IN THIS PROXY STATEMENT.
---------------------
The Board's recommendation is also set forth together with the description
of each item in this Proxy Statement. Unless you give other instructions on your
Proxy Card, the persons named as proxy holders on the Proxy Card will vote in
accordance with the recommendations of the Board of Directors.
With respect to any other matter that properly comes before the meeting,
the proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
For each item, the affirmative vote of the holders of a majority of the
shares represented in person or by proxy and entitled to vote on the matter is
required for approval. A properly executed proxy marked:
- "WITHHOLD AUTHORITY" with respect to the election of one or more
directors; or
- "ABSTAIN" with respect to any other matters
will not be voted, although it will be counted for purposes of determining
whether there is a quorum. Accordingly, such a proxy will have the effect of a
negative vote. A properly executed, but unmarked Proxy Card will be voted for
the election of the nominated slate of seven directors and for each of the
proposals.
WHAT ARE "BROKER NON-VOTES" AND HOW WILL THEY BE COUNTED?
"Broker non-votes" occur when you hold your shares in "street name" through
a broker or other nominee, and you do not give your broker or nominee specific
instructions on your Proxy Card. If you fail to complete your Proxy Card:
- your broker or nominee may not be permitted to exercise voting discretion
with respect to some of the matters to be acted upon; and
- your shares may not be voted on those matters and will not be counted in
determining the number of shares necessary for approval.
Broker non-votes will have the effect of a negative vote. Shares represented by
such "broker non-votes" will, however, be counted in determining whether there
is a quorum.
2
<PAGE> 6
WHO WILL BEAR THE COST OF SOLICITING PROXIES?
We will bear the cost of soliciting proxies, including expenses in
connection with preparing and mailing this Proxy Statement. In addition, we will
reimburse brokerage firms and other persons representing you for their expenses
in forwarding proxy material to you. Our directors, officers and employees may
also solicit you by telephone and other means, but they will not receive any
additional compensation for the solicitation.
STOCK OWNERSHIP
HOW MUCH STOCK DO OUR DIRECTORS AND EXECUTIVE OFFICERS OWN AND HOW DO THEY
INTEND TO VOTE?
The following table shows the amount of our common stock beneficially owned
(unless otherwise indicated) by our directors and executive officers named in
the Summary Compensation Table below and our directors and executive officers as
a group. Except as otherwise indicated, all information is as of April 10, 2000.
<TABLE>
<CAPTION>
AGGREGATE NUMBER OF PERCENT OF
SHARES BENEFICIALLY SHARES
NAME OWNED(1) OUTSTANDING
- ---- ------------------- -----------
<S> <C> <C>
Gary L. Trujillo............................................ 1,944,416(2) 10.1%
Jeffrey S. Peterson(3)...................................... 1,358,583(4) 7.2%
L. William Seidman.......................................... 1,457,947(4) 7.7%
Jerry J. Colangelo.......................................... 144,652(5) *
Jose Maria Figueres......................................... 54,305 *
Alan J. Sokol............................................... 1,604,444(6) 8.1%
Louis Olivas................................................ 30,591 *
Pete C. Garcia(7)........................................... 0 *
Juan C. Galan............................................... 75,000 *
Robert J. Taylor............................................ 86,666 *
All Directors and Executive Officers as a Group (13
persons).................................................. 4,139,438(8) 19.9%(8)
</TABLE>
- ---------------
* Less than one percent.
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner, for purposes of this table, of
any shares of common stock if such person has or shares voting power or
investment power with respect to such security, or has the right to acquire
beneficial ownership at any time within 60 days after April 10, 2000. For
purposes of this table, "voting power" is the power to vote or direct the
voting of shares and "investment power" is the power to dispose or direct
the disposition of shares.
(2) Includes 1,321,083 shares of common stock which will be voted by Messrs.
Seidman and Trujillo pursuant to a voting trust agreement with Mr. Peterson
and 115,000 shares owned jointly by Mr. Trujillo and his wife and 25,000
shares owned by Southwest Harvard Group, a company owned by Mr. Trujillo.
(3) Former Chief Executive Officer.
(4) Includes 1,321,083 shares of common stock which will be voted by Messrs.
Seidman and Trujillo pursuant to a voting trust agreement with Mr. Peterson.
(5) Includes 65,000 shares owned by Internet Partners, LLC, a limited liability
company in which Mr. Colangelo is a principal investor.
(6) Includes 600,000 shares of common stock owned by Telemundo Network Group LLC
and a warrant held by Telemundo to purchase 1,000,000 shares of our common
stock. Mr. Sokol is the Chief Operating Officer of Telemundo. He disclaims
beneficial ownership of all shares of our common stock owned beneficially by
Telemundo.
3
<PAGE> 7
(7) Director Nominee.
(8) These figures equal less than the sum of each column because they include
the 1,321,083 shares held by the voting trust disclosed in notes (2) and (4)
only once. Also includes an option to purchase 25,000 shares of our common
stock held by Robert G. Weinstein, our Senior Vice President of Business
Development and Sales.
WHO ARE THE LARGEST OWNERS OF OUR STOCK?
As of April 10, 2000, we are not aware of any persons or entities that
beneficially own more than five percent of our common stock other than Gary L.
Trujillo, Jeffrey S. Peterson, L. William Seidman, Alan J. Sokol, Telemundo
Network Group LLC, Ernest C. Garcia II and Gateway Companies, Inc. Information
regarding Messrs. Trujillo, Peterson, Seidman and Sokol is contained in the
preceding table; information regarding Gateway, Mr. Garcia and Telemundo are
provided in the table below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER AS OF APRIL 10, 2000 OUTSTANDING
- ------------------------------------ -------------------- -----------------
<S> <C> <C>
Telemundo Network Group LLC................................ 1,600,000(1) 8.1%
2470 West 8th Avenue
Hialeah, FL 33010
Ernest C. Garcia II........................................ 2,066,942(2) 10.6%
2525 East Camelback Road
Suite 1150
Phoenix, AZ 85016
Gateway Companies, Inc..................................... 1,912,066(3) 9.9%
4545 Towne Centre Court
San Diego, California 92121
</TABLE>
- ---------------
(1) Includes a warrant to purchase 1,000,000 shares of our common stock
exercisable up to and including June 25, 2001 at $14.40 per share.
(2) Includes 1,385,124 shares of our common stock and warrants to purchase
681,818 shares of our common stock at $11.00 per share until January 26,
2005, held by Verde Capital Partners, LLC, Verde Reinsurance Company, Ltd.
and Verde Investments, Inc., which are owned by Mr. Garcia.
(3) Includes an option to purchase 483,495 shares of our common stock at $7.00
per share exercisable until May 30, 2000.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of six directors. Each director
was elected or appointed for a one-year term that expires at the annual meeting.
The Board of Directors proposes that the seven nominees described below, six of
whom are currently serving as directors, be elected for a term of one year and
until their successors are duly elected and qualified.
Each of the nominees has consented to serve a one-year term. If any of them
should become unavailable to serve as a director, the Board may designate a
substitute nominee. In that case, the persons named as proxies will vote for the
substitute nominee designated by the Board.
4
<PAGE> 8
DIRECTORS STANDING FOR ELECTION
The directors standing for election are:
Gary L. Trujillo
Gary L. Trujillo, 39, joined us in April 1999 as President and a director
and was appointed Chairman, Chief Executive Officer and President in June 1999.
In 1990, Mr. Trujillo founded Southwest Harvard Group, a Hispanic-owned and
operated business consulting firm and served as its Chief Executive Officer and
President from inception until April 1999. From April 1999 until the present, he
has served as Chairman of Southwest Harvard Group. Mr. Trujillo is a director of
Southwest Harvard Group, Blue Cross and Blue Shield of Arizona, Wells Fargo &
Co., Arizona (Advisory Board), The Arizona Community Foundation and South
Mountain Community College ACE Entrepreneur Program. Mr. Trujillo is a member of
the Greater Phoenix Leadership and The Young Presidents Organization. In 1998,
Mr. Trujillo received the Individual Business Minority Advocate Award and was
voted by Arizona Business Journal as one of the most influential members of the
Arizona Hispanic business community. Mr. Trujillo started his career as an
investment banker with Salomon Brothers, Inc. in New York City. Mr. Trujillo
holds a B.S. degree in Accounting from Arizona State University and an M.B.A.
degree from Harvard Business School.
L. William Seidman
L. William Seidman, 79, joined us as a director in June 1999. He is the
Chief Business Commentator on cable network's CNBC-TV, the publisher of Bank
Director magazine and the founder of Board Member magazine. Since 1991, he has
consulted with numerous organizations, including Deposit Corporation of Japan,
Tiger Management, J.P. Morgan, Inc., The World Bank, BDO Seidman, Nippon Credit
Bank of Japan and The Capital Group. He is currently a member of the Board of
Directors of Fiserv. Inc., Intelidata, Inc., and Clark Bardes. From 1985 to
1991, he served as the fourteenth chairman of the Federal Deposit Insurance
Corporation (FDIC). Mr. Seidman became the first chairman of the Resolution
Trust Corporation (RTC) in 1989 and served as such until 1991. While at the RTC,
he supervised the creation of an 8,000 person agency handling over $500 billion
in assets from failed Savings and Loans. Prior to serving as Chairman of the
FDIC, he was Dean of the College of Business at Arizona State University, Tempe,
Arizona, one of America's largest business colleges.
Mr. Seidman served under President Gerald Ford as Assistant for Economic
Affairs from 1974 to 1977 and under President Ronald Reagan as co-chair of the
White House Conference on Productivity from 1983 to 1984. Mr. Seidman was
Vice-Chairman and Chief Financial Officer of Phelps Dodge Corporation from 1977
to 1982. He was a director of Phelps Dodge Corporation, The Conference Board and
United Bancorp of Arizona. In the 1960s, Mr. Seidman founded Sumercom, a TV,
radio and newspaper company, where he was Chief Executive Officer until 1974,
when the company was sold. Mr. Seidman was managing partner of Seidman and
Seidman, certified public accountants (now BDO Seidman), from 1968 to 1974.
Under his management, the firm expanded from a small family enterprise to become
one of the largest public accounting firms in the nation. Mr. Seidman also
served as chairman (1970) and director of the Detroit Bank of the Federal
Reserve Bank of Chicago from 1966 to 1970. Mr. Seidman holds an A.B. degree from
Dartmouth (Phi Beta Kappa) and an LL.B. degree from Harvard Law School, and is
an honors graduate with an MBA degree from the University of Michigan.
Jerry J. Colangelo
Jerry J. Colangelo, 60, joined us as a director in April 1999. He has
served as the President and Chief Executive Officer of the Phoenix Suns
professional basketball team since 1987 and was the Suns' General Manager from
1968 to 1987. He has also served as Chief Financial Officer and Managing General
Partner of the Arizona Diamondbacks professional baseball team since 1995. Mr.
Colangelo is a director of US West, Inc. and Stratford American Corporation, a
holding company for real estate property.
5
<PAGE> 9
Jose Maria Figueres
Jose Maria Figueres, 43, joined us as a director in May 1999. He served as
the elected President of Costa Rica from 1994 to 1998, and has served since 1998
as president of the Costa Rican Foundation for Sustainable Development. He also
serves in executive positions with numerous charities in Costa Rica and
elsewhere. Mr. Figueres studied industrial engineering at the United States
Military Academy at West Point and earned a Masters degree in Public
Administration from Harvard University.
Alan J. Sokol
Alan J. Sokol, 41, joined us as a director in April 1999 in connection with
our strategic relationship agreement with Telemundo. He has been the Chief
Operating Officer of Telemundo since August 1998. He served as Senior Vice
President, Corporate Development of Sony Pictures Entertainment from June 1996
to August 1998. From April 1995 to June 1996 he was a Senior Vice President of
Savoy Pictures, Inc., a motion picture production and distribution company.
Prior to that time he was a partner in the Los Angeles law firm of Jeffer,
Mangels, Butler & Marmaro.
Louis Olivas
Louis Olivas, 53, joined us as a director in June 1999. He has been
employed by Arizona State University (ASU) since 1979, first as ASU's assistant
director for the Center for Executive Development and then as the Center's
director from 1982 to 1986. He is a tenured associate professor in the
Management Department, College of Business. He has published nearly 50 articles
in the fields of personnel, management, training and small business operations.
Dr. Olivas has served on numerous national boards and commissions, including
Chairman of the Hispanic Caucus and the American Association for Higher
Education and Dean of the National Hispanic Corporate Council Institute. For the
past eleven years, Dr. Olivas has also served as the assistant vice president
for academic affairs at ASU. Previously he served as the director of Executive
Development and Education for Western Savings and Loan Association, director of
Employee Development for the City of Phoenix, and as a consultant, instructor
and developer of various executive development programs involving Fortune 500
companies.
Pete C. Garcia
Pete C. Garcia, 55, has served as President and CEO of Chicanos Por La
Causa, one of the largest Community Development Corporations in the United
States, since 1984. Mr. Garcia served as Special Projects Coordinator, Vice
President -- Community Support, Economic Development Director and Economic
Development Specialist during his tenure with Chicanos Por La Causa from 1972 to
1980 and again from 1981 to 1982. From 1982 to 1984 he was President and CEO of
Valle Del Sol, Inc., a non-profit agency focusing on drug rehabilitation. From
1980 to 1981, Mr. Garcia served as a Social Science Analyst at the U.S.
Department of Health and Human Services, the Office of the Assistant Secretary
for Planning and Education, Office of Social Services Policy -- Division of
Children, Youth and Family Planning. He served on the boards of the non-profit
corporations National Community Reinvestment Committee and Rural Development
Finance Corporation. Mr. Garcia received a B.A. from Arizona State University in
Elementary Education and a Masters degree in Public Administration from the
University of Southern California.
Unless otherwise instructed on the proxy, properly executed proxies will be
voted for the election of the seven director nominees. The affirmative vote of a
majority of the outstanding shares of common stock is required to elect the
directors.
---------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ELECTION OF THE NOMINATED SLATE OF DIRECTORS.
---------------------
6
<PAGE> 10
CORPORATE GOVERNANCE AND OTHER MATTERS
The Board of Directors conducts its business through meetings and through
its committees.
HOW OFTEN DID THE BOARD MEET IN 1999?
During the year ended December 31, 1999, the Board of Directors held three
meetings. During the fiscal year ended December 31, 1999, no director attended
fewer than 75% of the total number of all meetings of the Board of Directors and
any committee on which the director served.
WHAT COMMITTEES HAS THE BOARD ESTABLISHED?
The Board of Directors currently has four committees: the Audit Committee,
the Compensation Committee, the Executive Committee and the Nominating
Committee.
Audit Committee. The Audit Committee, among other things, recommends the
firm to be appointed as independent accountants to audit our financial
statements, discusses the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants our interim
and year-end operating results, considers the adequacy of our internal
accounting controls and audit procedures and reviews the non-audit services to
be performed by the independent accountants. The Audit Committee is comprised of
three non-employee directors: Dr. Olivas and Messrs. Figueres and Seidman. The
Audit Committee met twice in 1999.
Compensation Committee. The Compensation Committee establishes the
compensation of the chairman, chief executive officer and president, reviews and
approves our compensation policy and administers our stock option and incentive
plan. The current members of the Compensation Committee are Messrs. Colangelo
and Seidman and Dr. Olivas. The Compensation Committee met three times in 1999.
Executive Committee. The Executive Committee shall have and may exercise
the full power of the Board of Directors. The Executive Committee is comprised
of Messrs. Seidman, Trujillo, Colangelo and Sokol and Dr. Olivas. The Executive
Committee met seven times in 1999.
Nominating Committee. The Nominating Committee reviews and nominates to the
full Board of Directors candidates to stand for election as directors. The
Nominating Committee is comprised of Dr. Olivas and Messrs. Sokol and Colangelo.
The Nominating Committee did not meet in 1999.
HOW ARE DIRECTORS COMPENSATED?
Non-employee directors receive their sole compensation (other than
reimbursement for out-of-pocket expenses to attend meetings) in the form of
options to purchase our common stock. The following table sets forth the number
of shares issuable upon exercise of options held by each non-employee director
as of April 10, 2000.
<TABLE>
<CAPTION>
NUMBER OF SHARES
ISSUABLE UPON
NON-EMPLOYEE DIRECTOR EXERCISE(1)
--------------------- ----------------
<S> <C>
L. William Seidman.......................................... 159,000(2)
Jerry J. Colangelo.......................................... 83,500(3)
Jose Maria Figueres......................................... 81,000(4)
Alan J. Sokol............................................... 32,000
Dr. Louis Olivas............................................ 59,500(5)
-------
Total....................................................... 415,000
=======
</TABLE>
- ---------------
(1) On August 10, 1999, the Board of Directors granted non-employee members of
the Board of Directors options to purchase our common stock exercisable at
$11.4375 per share. These options vest monthly pursuant to option agreements
(ratably over three years) beginning January 1, 2000 or immediately upon a
change in control of our company. Each member of the Board of Directors
received 30,000
7
<PAGE> 11
options, plus an additional 1,000 options for each committee upon which such
member served and an additional 500 options for each committee upon which
such member served as chairman. Under this grant, Mr. Seidman received an
option to purchase 34,000 shares, Mr. Colangelo received an option to
purchase 33,500 shares, Mr. Figueres received an option to purchase 31,000
shares, Mr. Sokol received an option to purchase 32,000 shares and Dr.
Olivas received an option to purchase 34,500 shares.
(2) Includes an option to purchase 125,000 shares granted June 14, 1999 with an
exercise price of $7.00 per share exercisable until June 14, 2009.
(3) Includes an option to purchase 50,000 shares granted April 26, 1999 with an
exercise price of $10.00 per share exercisable until April 26, 2009.
(4) Includes an option to purchase 50,000 shares granted May 12, 1999 with an
exercise price of $11.00 per share exercisable until May 12, 2009.
(5) Includes an option to purchase 25,000 shares granted June 15, 1999 with an
exercise price of $7.00 per share exercisable until June 15, 2009.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
In addition to Gary L. Trujillo, whose biography appears above under the
caption "Directors Standing for Election," the following individuals are our
executive officers and key employees.
Juan C. Galan, 34, joined us in January 1999 as Chief Financial Officer and
Treasurer. Mr. Galan was appointed our Secretary in July 1999 and has also
served as Vice President of Finance, Accounting and Human Resources. From April
1997 to January 1999, he was Controller of Vistoso Partners LLC, a Phoenix,
Arizona real estate development company. From June 1993 to April 1997, Mr. Galan
was employed by Nielsen Media Research, formerly a Dun & Bradstreet company, as
Administration Manager-Technology and Business Services, having joined the
company initially as a Senior Financial Analyst. From March 1992 to June 1993,
Mr. Galan was the Controller and Project Manager for Newport Realty, Inc. in
Tampa, Florida. Mr. Galan holds a B.S. degree in Finance from Western Kentucky
University.
Robert J. Taylor, 31, joined us in March 1999 as Vice President of Strategy
and Operations. He has served as our Senior Vice President of Strategy and
Operations and Chief Operating Officer since August, 1999 and January, 2000,
respectively. From August 1997 to March 1999, he was a Senior Consultant for CSC
Index, the management consulting division of Computer Sciences Corporation.
During his tenure with CSC, Mr. Taylor focused his business consulting on
large-scale change initiatives, strategy implementation, new business start-ups
and organizational design for Fortune 500 organizations. From January 1992 to
August 1995, Mr. Taylor held the positions of Production Supervisor and Senior
Industrial Engineer with Michelin Tire Corporation. Mr. Taylor received a B.S.
degree in Industrial and Systems Engineering from Virginia Tech University and
an M.M.M. degree from the J.L. Kellogg Graduate School of Management at
Northwestern University in 1997.
Robert G. Weinstein, 43, joined us in August 1999 as Vice President of
Business Development. Since January 2000, he has served as our Senior Vice
President of Business Development and Sales. From February 1997 to July 1999,
Mr. Weinstein was the Director of National Business Development at Arthur
Anderson LLP (KnowledgeSpace.com), which provided award-winning Internet
communities for auditors, finance professionals, and telephone and healthcare
companies, along with interactive tools and a "Global Best Practices" knowledge
base for professionals. Between March 1995 and February 1997, he served as Vice
President of Business Development at Raytheon HRB Systems Division, a leading
systems integrator for the intelligence community. From April 1993 to March
1995, Mr. Weinstein was Vice President and General Manager at ITC Learning. Mr.
Weinstein holds a B.S. degree in Business Administration from Gettysburg
College.
Barbara L. Sargenti, 50, joined us in August 1999 as Vice President of
Marketing and Sales. Since January 2000, she has served as Senior Vice President
of Marketing. Between November 1998 and July
8
<PAGE> 12
1999, Ms. Sargenti was an independent Marketing Tech Consultant and Vice
President of Marketing at Jotter Technologies, focusing on marketing strategies
for Internet start-up companies. From December 1997 through October 1998, she
was an independent consultant and Vice President of Marketing at Career
Experience NYC. Ms. Sargenti served as Vice President of Marketing at Net Moves
(formerly known as FaxSav, Inc.) from November 1996 to November 1997 and as
General Manager at Prodigy, Inc. from January 1995 to October 1996. Ms. Sargenti
received a B.S. degree in Mathematics from Douglass College at Rutgers
University.
Jose A. Ronstadt, 50, joined us in November 1999 as Senior Vice President
of Content Development. Prior to joining us, Mr. Ronstadt worked at Telemundo's
Los Angeles affiliate, KVEA-TV Channel 52, as senior news anchor from October
1997 to November 1999 and as Senior Vice President and General Manager between
June 1993 and March 1994. He was Executive Producer/Host for Hola L.A. from
January 1995 to September 1997. Mr. Ronstadt worked as a freelance journalist
from April 1994 to December 1994. Mr. Ronstadt was the Executive Producer of the
international show Hola America between May 1991 and May 1993. Mr. Ronstadt was
Senior Vice President and General Manager of the Univision affiliate, KTVW-TV 33
in Phoenix, Arizona from September 1988 to May 1991. Mr. Ronstadt holds a B.A.
degree in Liberal Arts and a Masters degree in Arts from Arizona State
University.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the compensation
paid during the periods indicated to our current and former Chief Executive
Officers and to our two other most highly-compensated executive officers during
the fiscal year ended December 31, 1999 (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------------------------------- ------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING
POSITIONS(1) YEAR SALARY BONUS COMPENSATION OPTIONS
- ------------------ ---- -------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary L. Trujillo(2)............................ 1999 $126,783 -- $ 52,500(3) --
Chairman, Chief
Executive Officer and
President
Juan C. Galan(4)............................... 1999 $103,000 -- $ 15,750(5) --
Chief Financial
Officer, Secretary and
Treasurer
Robert J. Taylor(6)............................ 1999 $ 97,154 -- $ 10,500(7) --
Chief Operating
Officer, Senior Vice
President of Strategy
and Operations
Jeffrey S. Peterson............................ 1999 $ 87,500 -- $307,500(8) --
Former Chief
Executive Officer
</TABLE>
- ---------------
(1) The employment agreements of Messrs. Trujillo, Galan and Taylor provide that
in the event a transaction occurs constituting a "change of control" (as
defined in the employment agreements) of our company, all unexercised
options held by each person shall vest and be exercisable as to all shares
covered thereby immediately and without further action.
(2) Mr. Trujillo's employment agreement is for a term of five years beginning
April 26, 1999, with an annual base salary of $225,000 and with automatic
10% increases each year commencing January 1,
9
<PAGE> 13
2000, and includes the grant of 100,000 shares of common stock, 50,000 of
which were issued by us and 50,000 of which shares were transferred by Mr.
Peterson.
(3) Represents forgiveness of 50% of a $100,000 loan to Mr. Trujillo plus
interest upon the six month anniversary of Mr. Trujillo's employment
(October 26, 1999). The same amount was forgiven upon the 12 month
anniversary of Mr. Trujillo's employment (April 26, 2000).
(4) Mr. Galan's employment agreement is for a term of three years from January
29, 1999, with an annual base salary of $150,000.
(5) Represents forgiveness of 50% of a $30,000 loan to Mr. Galan plus interest
upon the six month anniversary of Mr. Galan's employment (July 29, 1999).
The same amount was forgiven upon the 12 month anniversary of Mr. Galan's
employment (January 29, 2000).
(6) Mr. Taylor's employment agreement is for a term of three years from March 8,
1999, with an annual base salary of $175,000. If Mr. Taylor's employment is
terminated without "cause" (as defined in his employment agreement), we must
pay him a severance of $75,000.
(7) Represents forgiveness of 50% of a $20,000 loan to Mr. Taylor plus interest
upon the six month anniversary of Mr. Taylor's employment (September 8,
1999). The same amount was forgiven upon the 12 month anniversary of Mr.
Taylor's employment (March 8, 2000).
(8) Includes forgiveness of a $100,000 loan to Mr. Peterson plus interest and
severance in the amount of $200,000 for termination of Mr. Peterson's
employment.
Stock Option Grants in Fiscal Year 1999. The following table sets forth
information with respect to grants of stock options to each of the Named
Executive Officers during the year ended December 31, 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN 1999
- ---------------------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL POTENTIAL REALIZABLE
SHARES OF OPTIONS VALUE AT VALUE AT ASSUMED ANNUAL
COMMON GRANTED GRANT- RATE OF STOCK PRICE
STOCK TO DATE APPRECIATION FOR THE
UNDERLYING EMPLOYEES MARKET OPTION TERM
OPTIONS IN FISCAL EXERCISE GRANT EXPIRATION PRICE -----------------------
NAME GRANTED(1) YEAR PRICE DATE DATE 0% 5% 10%
- ---- ---------- ---------- -------- ------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gary L. Trujillo..... 350,000(2) 11.9% $ 7.00 4/26/99 4/26/2009 -- $1,540,805 $3,904,565
600,000 20.3% $ 7.75 9/30/99 9/30/2009 $37,500 $2,985,469 $7,507,969
Juan C. Galan........ 100,000(3) 3.4% $ 8.00 1/29/99 1/29/2009 -- $ 503,120 $1,274,960
25,000 0.8% $ 9.50 12/1/99 12/1/2009 -- $ 149,364 $ 378,504
Robert J. Taylor..... 60,000(4) 2.0% $ 8.00 2/23/99 2/23/2009 -- $ 301,872 $ 764,976
40,000(5) 1.4% $10.00 5/10/99 5/10/2009 -- $ 251,560 $ 637,480
50,000(6) 1.7% $11.81 8/9/99 8/9/2009 $ 125 $ 371,569 $ 941,404
Jeffrey S.
Peterson........... 37,500(2) 1.3% $ 1.50 11/2/98 11/2/2008 -- $ 35,376 $ 89,646
</TABLE>
- ---------------
(1) Unless otherwise indicated, all options were granted under our Amended and
Restated 1998 Stock Option Plan and vest ratably on each of the first three
anniversaries from the date of grant.
(2) These options vested on the date of grant.
(3) Option includes 50,000 shares that vested on the date of grant, 25,000
shares that vested on January 29, 2000 and 25,000 shares that will vest on
January 29, 2001.
(4) Option includes 50,000 shares that vested on the date of grant and 10,000
Options that vested on February 23, 2000.
(5) Option includes 6,666 shares that vested on March 8, 2000, 16,667 shares
that will vest on March 8, 2001 and 16,667 shares that will vest on March 8,
2002.
(6) Option includes 20,000 shares that vested on the date of grant, 10,000
shares that will vest on August 1, 2000, 10,000 shares that will vest on
August 1, 2001 and 10,000 shares that will vest on August 1, 2002.
10
<PAGE> 14
Option Exercises and Fiscal Year-End Values. No Named Executive Officer
exercised options to purchase our stock during the fiscal year ended December
31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee for the year ended December 31,
1999 were Jerry J. Colangelo, L. William Seidman and Dr. Louis Olivas.
In March 1999, Jeffrey S. Peterson, our former Chief Executive Officer and
director, sold 446,000 shares of common stock, comprised of 396,000 shares at
$7.00 per share and 50,000 shares at $6.00 per share, to a group of investors,
including 25,000 shares sold to each of Jerry J. Colangelo and Edwin C. Lynch,
both of whom subsequently became directors. Mr. Peterson agreed to lend us up to
$3.0 million of the proceeds from the sale of his common stock at any time prior
to the completion of our initial public offering to be used by us for working
capital. The loans bore monthly interest of 12% per annum for four months and
then 14% per annum for the next 20 months, at which time each loan would become
due. All loans from Mr. Peterson have been paid in full.
In April 1999, we entered into a $1.5 million sponsorship agreement with
the Arizona Diamondbacks, a major league baseball team. This agreement has been
extended for the 2000 baseball season. Jerry J. Colangelo, who subsequently
became one of our directors, is the Chief Executive Officer and Managing General
Partner of the Arizona Diamondbacks.
In June 1999, L. William Seidman, one of our directors, purchased 6,794
shares and 348 shares of our common stock from Kevin Dieball (a former employee)
and The Monolith Limited Partnership (a former principal shareholder),
respectively, for $6.75 per share. Gary L. Trujillo, our Chairman, Chief
Executive Officer and President, purchased 15,000 shares of our common stock
from Monolith for $6.75 per share. Also, Internet Partners, LLC, a limited
liability company in which Mr. Colangelo is a principal investor, purchased
260,000 shares of our common stock from Monolith at $6.75 per share. Between
October and December 1999, Internet Partners, LLC distributed 195,000 shares of
our common stock to three of its four principal investors (Mr. Colangelo is the
only investor who did not receive a distribution of shares).
In June 1999, Mr. Peterson and Michael A. Hubert, a former officer and
director, entered into a voting trust agreement which provides that until June
24, 2004, Messrs. Seidman and Trujillo shall vote all shares of our common stock
covered by the agreement in the same proportion as those shares voted by our
unaffiliated stockholders. There are currently 1,321,083 shares owned by Mr.
Peterson in the trust.
In our opinion, the transactions described above were on terms no less
favorable than those which could have been obtained from unaffiliated third
parties.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has prepared the
following report on our policies with respect to the compensation of executive
officers for 1999. Decisions on compensation of our executive officers generally
are made by the Compensation Committee. The Compensation Committee also
administers our Amended and Restated 1998 Stock Option Plan.
WHAT IS OUR PHILOSOPHY OF EXECUTIVE OFFICER COMPENSATION?
Our executive compensation policies are designed to:
- attract, motivate and retain experienced and qualified executives;
- increase our overall performance;
- increase stockholder value; and
- enhance the performance of individual executives.
11
<PAGE> 15
We seek to pay competitive salaries based upon individual performance
combined with our overall performance relative to corporate objectives, taking
into account individual contributions and performance levels. The Compensation
Committee believes that the level of base salaries should generally fall in the
mid-range of executive compensation paid by comparable telecommunications and
Internet service companies. In addition, it is our policy to grant stock options
to executives upon commencement of their employment with us and periodically
thereafter as appropriate in order to strengthen the alliance of interest
between such executives and our stockholders.
The following describes in more specific terms the elements of compensation
that implement our executive compensation policies, with specific reference to
compensation reported for 1999:
Base Salaries. Base salaries for executive officers are initially
determined by evaluating the responsibilities of the position, the experience
and knowledge of the individual, and the competitive marketplace for executive
talent, including a comparison to base salaries paid for similar positions at
other companies which are deemed appropriate comparisons for compensation
purposes.
Annual salary adjustments are recommended by the Chief Executive Officer
after evaluating the previous year's performance and considering the new
responsibilities of each executive officer. The members of the Compensation
Committee (Messrs. Colangelo and Seidman and Dr. Olivas) perform the same review
of the Chief Executive Officer's performance. Individual performance evaluations
take into account such factors as achievement of specific goals that are driven
by our strategic plan and attainment of specific individual objectives. The
weight given to the various factors affecting an executive officer's base salary
level is determined on a case-by-case basis.
Stock Option Grants. Pursuant to our Amended and Restated 1998 Stock Option
Plan, executive officers and other employees are eligible to receive
compensation in the form of options to purchase shares of our common stock.
The Compensation Committee grants stock options to our executive officers
in order to align their interests with the interests of the stockholders. Stock
options are considered by the Compensation Committee to be an effective
long-term incentive because the executives' gains are linked to increases in the
stock value, which in turn provide stockholder gains. The Compensation Committee
generally grants options to new executive officers and other key employees upon
commencement of their employment with us and periodically thereafter upon the
attainment of certain performance goals established by the Compensation
Committee. The options generally are granted at an exercise price equal to the
market price of the common stock on the date of grant (or 110% of the market
price in the case of an optionee beneficially owning more than 10% of the
outstanding common stock). Options granted to executive officers generally vest
over a period of three years following the date of grant. The option term is ten
years. The greater the appreciation of the stock price in future periods, the
greater the benefit to the holder of the options, thus providing an additional
incentive to executive officers to create additional value for our stockholders.
Management believes that stock options have been helpful in attracting and
retaining skilled executive personnel.
In determining grants of options for executive officers, the Compensation
Committee has reviewed competitive data of long-term incentive practices at
other companies that are deemed appropriate comparisons for compensation
purposes.
Chief Executive Officer Compensation. The executive compensation policy
described above is followed in setting Mr. Trujillo's compensation. Mr. Trujillo
generally participates in the same executive compensation plans and arrangements
available to the other senior executives. Accordingly, his compensation consists
of an annual base salary and long-term equity-linked compensation in the form of
stock options. The Compensation Committee's general approach in establishing Mr.
Trujillo's compensation is to be competitive with peer companies.
Mr. Trujillo's compensation for the year ended December 31, 1999 consisted
of a base salary of $225,000. Mr. Trujillo's salary for 1999 was based on, among
other factors, our performance and the
12
<PAGE> 16
compensation of chief executive officers of comparable companies, although his
compensation was not targeted to any particular group of these companies.
Compensation Deductibility Policy. Under Section 162(m) of the Internal
Revenue Code of 1986, as amended, and applicable Treasury regulations, no tax
deduction is allowed for annual compensation in excess of $1 million paid to any
of our five most highly compensated executive officers. However,
performance-based compensation that has been approved by stockholders is
excluded from the $1 million limit if, among other requirements, the
compensation is payable only upon attainment of pre-established, objective
performance goals and the board committee that establishes such goals consists
only of "outside directors" as defined for purposes of Section 162(m). All three
members of the Compensation Committee qualify as "outside directors." The
Compensation Committee intends to maximize the extent of tax deductibility of
executive compensation under the provisions of Section 162(m) so long as doing
so is compatible with its determinations as to the most appropriate methods and
approaches for the design and delivery of compensation to our executive
officers.
Respectfully submitted,
Compensation Committee
Jerry J. Colangelo
L. William Seidman
Dr. Louis Olivas
13
<PAGE> 17
STOCK PERFORMANCE GRAPH
The following indexed line graph indicates the total return to our
stockholders from June 24, 1999, the date on which our common stock began
trading on NASDAQ, to December 31, 1999, as compared to the total return for The
NASDAQ Stock Market (U.S.) Index and the Chase H&Q Internet Index. The
calculations in the graph assume that $100 was invested on June 24, 1999, in our
common stock and in each index and also assume dividend reinvestment.
COMPARISON OF CUMULATIVE TOTAL RETURN SINCE JUNE 24, 1999 AMONG (a) QUEPASA.COM,
INC.,
(b) THE NASDAQ STOCK MARKET (U.S.) INDEX AND (c) THE CHASE H&Q INTERNET INDEX
(EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
THE NASDAQ STOCK
QUEPASA.COM, INC. MARKET (U.S.) INDEX CHASE H&Q INTERNET INDEX
----------------- ------------------- ------------------------
<S> <C> <C> <C>
6/24/99 100.00 100.00 100.00
12/31/99 105.73 155.06 219.15
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
6/24/99 12/31/99
- --------------------------------------------------------------------------------------
<S> <C> <C>
quepasa.com, inc. $100.00 $105.73
The NASDAQ Stock Market (U.S.) Index $100.00 $155.06
Chase H&Q Internet Index $100.00 $219.15
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1999, The Monolith Limited Partnership, a former principal
stockholder, sold 216,436 shares of our common stock at $7.00 per share and
loaned $2.0 million to us for working capital. The loan bore interest at 12% per
annum through June 1999 and then 14% per annum through March 2001 and was repaid
with a portion of the proceeds of our initial public offering.
In April 1999, we issued 50,000 shares of our common stock to Garcia/LKS,
which is partially owned by our former director, Lionel Sosa, for advertising
and marketing services valued at $634,000. In August 1999, we entered into a
one-year agreement with Garcia/LKS with a monthly commitment of $150,000.
Payment during the first five months of the agreement included amortization of
the prepaid amount from the issuance of common stock. This agreement has been
amended, reducing the monthly commitment to $50,000 for January 2000 and to
$40,000 for the remaining term of the agreement.
14
<PAGE> 18
In April 1999, we entered into an agreement with Telemundo Network Group
LLC. One of our directors serves as the Chief Operation Officer of Telemundo.
Under this agreement, we issued Telemundo 600,000 shares of our common stock and
a warrant to purchase 1,000,000 shares of our common stock exercisable up to and
including June 25, 2001 at $14.40 per share. In exchange, we received a $5.0
million advertising credit on the Telemundo television network at the rate of
$1.0 million for each of the next five years. This agreement also provides that
we will collaborate regarding online content development, co-branded marketing
promotions and other complementary aspects of our businesses.
In April 1999, we issued 50,000 shares of common stock in exchange for
consulting services to Southwest Harvard Group, a company owned by Mr. Trujillo,
who subsequently became our Chairman and Chief Executive Officer. During 1999,
we issued a total of 950,000 options and 50,000 shares of common stock to Mr.
Trujillo. Additionally, in connection with Mr. Trujillo's commencement of
employment, our former Chairman and Chief Executive Officer transferred 50,000
shares of common stock to Mr. Trujillo.
We have forgivable loans due from employees amounting to $368,000 as of
December 31, 1999. These loans are granted as recruiting and retention
incentives and are deemed 50 percent forgiven after six months and 100 percent
forgiven after 12 months of employment.
For a summary of certain transactions and relationships between us and our
associated entities, and among our directors, executive officers and
stockholders and our associated entities, see "Compensation Committee Interlocks
and Insider Participation."
In our opinion, the transactions described above were on terms no less
favorable than those which could have been obtained from unaffiliated third
parties.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, officers and persons who beneficially own more than ten percent
of a registered class of our equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Directors,
officers and greater than ten percent beneficial owners are required by the
SEC's regulations to furnish us with copies of all Section 16(a) forms they
file.
Based upon a review of filings with the Securities and Exchange Commission
and written representations that no other reports were required, we believe that
all of our directors and executive officers complied during fiscal 1999 with the
reporting requirements of Section 16(a) of the Securities Exchange Act of 1934,
with the exception of the following: Gary L. Trujillo, Juan C. Galan, Robert J.
Taylor, Alan J. Sokol, Jerry J. Colangelo, Dr. Louis Olivas and Bryan L. Ross.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP as our independent auditors
for the fiscal year ending December 31, 2000, subject to ratification by
stockholders at the annual meeting. A representative of KPMG will be present at
the annual meeting and will have the opportunity to make a statement if they so
desire and be available to respond to appropriate questions. Unless otherwise
instructed on the Proxy Card, properly executed proxies will be voted in favor
of ratifying the appointment of KPMG to audit our books and accounts for the
fiscal year ending December 31, 2000.
---------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
---------------------
15
<PAGE> 19
STOCKHOLDER PROPOSALS FOR THE YEAR 2001 ANNUAL MEETING
Any proposal or proposals intended to be presented by any stockholder at
the 2001 Annual Meeting of Stockholders must be received by us by December 1,
2000 to be considered for inclusion in our Proxy Statement and Proxy Card
relating to that meeting.
OTHER BUSINESS TO BE TRANSACTED
As of the date of this Proxy Statement, the Board of Directors knows of no
other business that may come before the annual meeting. If any other business is
properly brought before the annual meeting, it is the intention of the proxy
holders to vote or act in accordance with their best judgment with respect to
such matters.
ANNUAL REPORT
Our 1999 Annual Report to Stockholders (which is not part of our proxy
solicitation material) is being mailed to our stockholders with this Proxy
Statement.
By Order of the Board of Directors
/s/ JUAN C. GALAN
------------------------------------
Juan C. Galan
Corporate Secretary
Phoenix, Arizona
May 15, 2000
A copy of our Annual Report to Stockholders for the year ended December 31,
1999 accompanies this Proxy Statement. We are required to file an Annual Report
on Form 10-K for the year ended December 31, 1999 with the Securities and
Exchange Commission. Stockholders may obtain, free of charge, a copy of our 1999
Annual Report on Form 10-K (without exhibits) by writing to quepasa.com, inc.,
Attention: Juan C. Galan, 400 East Van Buren, Fourth Floor, Phoenix, Arizona
85004. We will provide copies of the exhibits to the Form 10-K upon payment of a
reasonable fee.
16
<PAGE> 20
QUEPASA.COM, INC.
PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 19, 2000
THIS PROXY CARD IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of quepasa.com, inc. hereby appoints Gary L.
Trujillo and Juan C. Galan, or either of them, with full power of substitution,
as proxies to cast all votes, as designated below, which the undersigned
stockholder is entitled to cast at the 2000 Annual Meeting of Stockholders to be
held on Monday, June 19, 2000 at 9:00 a.m. (local time) at the St. Regis Hotel,
New York, New York upon the following matters and any other matters as may
properly come before the annual meeting or any adjournments thereof.
1. Election of the seven nominees to serve on the Board of Directors (or if any
nominee is not available for election, such substitute as the Board of Directors
may designate), namely: Gary L. Trujillo, L. William Seidman, Jerry J.
Colangelo, Jose Maria Figueres, Alan J. Sokol, Dr. Louis Olivas and Pete C.
Garcia.
[ ] FOR all nominees listed above (except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"FOR" above and write the name of the nominee or nominees as to which you
wish to withhold authority in the space below.
2. Proposal to ratify the appointment of KPMG LLP as our independent auditors
for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy Card, when properly executed, will be voted as directed by the
undersigned stockholder and in accordance with the best judgment of the proxies
as to other matters. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR"
THE NOMINEES LISTED IN PROPOSAL 1, "FOR" PROPOSAL 2, AND IN ACCORDANCE WITH THE
BEST JUDGMENT OF THE PROXIES AS TO OTHER MATTERS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED IN PROPOSAL
1, AND "FOR" PROPOSAL 2.
(Continued and to be dated and signed on reverse side.)
<PAGE> 21
(continued from other side)
The undersigned hereby acknowledges prior receipt of the Notice of Annual
Meeting and Proxy Statement dated May 15, 2000 and the 1999 Annual Report to
Stockholders, and hereby revokes any proxy or proxies heretofore given. This
proxy may be revoked at any time before it is voted by delivering to our
Secretary either a written revocation of proxy or a duly executed proxy bearing
a later date, or by appearing at the annual meeting and voting in person.
If you receive more than one Proxy Card, please sign and return all cards
in the accompanying envelope.
Date: _____________________________, 2000
-----------------------------------------
Signature of Stockholder or Authorized Representative
Please date and sign exactly as name appears hereon. Each
executor, administrator, trustee, guardian, attorney-in-fact
and other fiduciary should sign and indicate his or her full
title. In the case of stock ownership in the name of two or
more persons, all persons should sign.
[ ] I PLAN TO ATTEND THE JUNE 19, 2000 ANNUAL MEETING OF STOCKHOLDERS
PLEASE COMPLETE, DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY TO ENSURE
A QUORUM AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
DELAY IN RETURNING YOUR PROXY CARD MAY SUBJECT US TO ADDITIONAL EXPENSE.
