-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4MVr8xD0RDO3apKnnGb7+dTH4ZL85S35r64q0qllPneS6VyJkkI3Xjss4KzYlWY RYPjwpgqznmMgT7rO0eEcg== 0001035704-99-000387.txt : 19990809 0001035704-99-000387.hdr.sgml : 19990809 ACCESSION NUMBER: 0001035704-99-000387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990802 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUEPASA COM INC CENTRAL INDEX KEY: 0001078099 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 860879433 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25565 FILM NUMBER: 99676285 BUSINESS ADDRESS: STREET 1: ONE ARIZONA CENTER STREET 2: 400 E VAN BUREN CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6027160100 MAIL ADDRESS: STREET 1: ONE ARIZONA CENTER STREET 2: 400 E VAN BUREN CITY: PHOENIX STATE: AZ ZIP: 85004 8-K 1 FORM 8-K 1 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 -------------------------------- quepasa.com, inc. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Nevada - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-25565 86-0879433 - ------------------------ --------------------------------- (Commission File Number) (IRS Employee Identification No.) 400 E. Van Buren, Fourth Floor, Phoenix, AZ 85004 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (602) 716-0100 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 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 -------------- ------------------------------------------------- 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. 2 3 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. -------------------------------------- (Registrant) Date: August 2, 1999 By: /s/ GARY L. TRUJILLO ------------------------------------ Gary L. Trujillo Chairman and Chief Executive Officer 3 4 EXHIBIT INDEX Exhibit Number Description -------------- ------------------------------------------------- 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. EX-20.1 2 NEWS RELEASE - AUGUST 2, 1999 1 EXHIBIT 20.1 FOR IMMEDIATE RELEASE Contact: Michele Vahsen quepasa.com (602) 716-0100 ext. 259 mvahsen@quepasa.com 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. # # # EX-20.2 3 COMPLAINT AS-FILED - AUGUST 2, 1999 1 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. | - -------------------------------------------------- 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. 2 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 -2- 3 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 -3- 4 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 -4- 5 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 ------------------------------ Paul F. Eckstein Michael P. Berman 2901 North Central Avenue Post Office Box 400 Phoenix, Arizona 85001-0400 Attorneys for Plaintiff -5- -----END PRIVACY-ENHANCED MESSAGE-----