SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Amendment No. 8)

Under the Securities Exchange Act of 1934

MeetMe, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

585141104

(CUSIP Number of Class of Securities)

Andres Gonzalez Saravia

Mexicans & Americans Trading Together, Inc.

5150 N. Loop 1604 West

San Antonio, Texas 78249

(210) 477-2779

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

Maurice M. Lefkort, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY  10019

(212) 728-8000

December 19, 2013

(Date of Event which Requires

Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following: o

SCHEDULE 13D

CUSIP No. 585141104

1	NAMES OF REPORTING PERSONS Mexicans & Americans Trading Together, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,216,413
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,216,413
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,216,413
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
14	TYPE OF REPORTING PERSON* CO

SCHEDULE 13D

CUSIP No. 585141104

1	NAMES OF REPORTING PERSONS Altos Hornos de Mexico, S.A.B. de C.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Mexico
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,216,413
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,216,413
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,216,413
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*				o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
14	TYPE OF REPORTING PERSON* OO

This Amendment No. 8 amends the statement on Schedule 13D previously filed on October 27, 2006, as amended by Amendment No. 1 previously filed on January 28, 2008, Amendment No. 2 previously filed on December 17, 2010, Amendment No. 3 previously filed on July 21, 2011, Amendment No. 4 previously filed on September 19, 2011, Amendment No. 5 previously filed on November 14, 2011, Amendment No. 6 previously filed on March 8, 2013 and Amendment No. 7 previously filed on September 26, 2013 (as so amended and as amended by this Amendment No. 8, the “Schedule 13D”).  The Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of MeetMe, Inc., a Delaware corporation (the “Company”), and is being filed on behalf of Mexicans & Americans Trading Together, Inc., a Delaware corporation (“MATT Inc.”) and Altos Hornos de Mexico, S.A.B. de C.V., a Mexican Variable Capital Company (Sociedad Anónima Bursátil de Capital Variable) (“AHMSA”).  MATT Inc. and AHMSA are sometimes collectively referred to herein as the “Reporting Persons.”  This Amendment No. 8 refers only to information which has materially changed since the filing of Amendment No. 7 to Schedule 13D and the items below are amended and supplemented as set forth below.  Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the original Schedule 13D or the prior amendments thereto, as applicable.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following thereto:

On December 20, 2013, MATT Inc. forfeited Warrants for the purchase of 65,455 shares of Common Stock in the aggregate when MATT Inc. determined not to exercise the Warrants pursuant to the Exercise and Cancellation Agreement on such date.

Item 4.              Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding the following thereto:

On December 20, 2013, MATT Inc. forfeited Warrants for the purchase of 65,455 shares of Common Stock in the aggregate.

On December 19, 2013, MATT Inc. and the Company entered into a 2014 Supplement to Securities Purchase Agreement (the “Supplement”).  Under the terms of the Supplement, MATT Inc. and the Company agreed that (1) the size of the Company’s Board of Directors would be increased to seven members for the period from December 19, 2013 to and including the date of the Company’s first annual meeting held after July 31, 2014 (the “Supplemental Period”), (2) at the end of the Supplemental Period, the size of the Company’s Board of Directors would be reduced to six members, (3) during the Supplemental Period MATT Inc. would designate a director who is experienced in the Internet social media networking industry (the “Supplemental Period Designee”), who would serve during the Supplemental Period, (4) at the end of the Supplemental Period, MATT Inc. would either designate the Supplemental Period Designee as its designee to the Board of Directors of the Company or designate a new designee other than Mr. Alonso Ancira, (5) MATT Inc. would instruct its existing designee and the Supplemental Period Designee to vote against the inclusion on the Company’s slate of nominees of more than three persons that are not Specified Directors (as defined below) and (6) MATT Inc. will vote its

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shares in favor of no more than three persons who are not Specified Directors.  In connection with the Supplement, MATT Inc. intends to designate an additional person to be appointed to the Board of Directors of the Company.  “Specified Directors” means directors of the Company who are not MATT Inc.’s existing designee, the Supplemental Period Designee or a person who previously served as a director of the Quepasa Corporation, the Company’s predecessor.

The description of the Supplement contained herein is qualified in its entirety by reference to the Supplement, which is filed as Exhibit 99.20 to the Schedule 13D and is hereby incorporated by reference.

Except as set forth above in the Schedule 13D, neither the Reporting Persons nor, to the best of their knowledge, any person listed on Schedules A, B and C to Amendment No. 2 to the original Schedule 13D, has any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D.  The Reporting Persons may, at any time, review or reconsider their position with respect to the Company and formulate plans or proposals with respect to any of such matters.

Item 5.              Interest in Securities of the Issuer.

Items 5(a) and 5(c) of the Schedule 13D are hereby amended and restated as follows:

(a)           MATT Inc. beneficially owns 4,216,413 shares of Common Stock, consisting of the 1,335,480 shares of Common Stock held by MATT Inc., the 1,401,485 shares of Common Stock issuable upon exercise of the Warrants owned by MATT Inc. and the 1,479,948 shares  of Common Stock issuable upon conversion of the 1,000,000 shares of Series A-1 Preferred Stock (collectively, the “Shares”).  AHMSA may be deemed to beneficially own the Shares by virtue of its ownership of MATT Inc.  The Shares represent 10.3% of 41,052,670 total shares of Common Stock, calculated as the sum of (i) the 38,477,359 shares of Common Stock outstanding as of November 8, 2013, as represented by the Company in its most recent report on Form 10-Q filed on November 8, 2013, (ii) the 1,401,485 shares of Common Stock issuable upon exercise of the Warrants and (iii) the 1,479,948 shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock.  The 41,052,670 Shares set forth in clauses (i) through (iii) above are hereinafter referred to as the “Aggregate Share Number.”  Mr. Alonso Ancira, Chairman of the Board of Directors of AHMSA (of which MATT Inc. is a wholly owned subsidiary) and the sole member of the Board of Directors of MATT Inc., directly beneficially owns 121,292 shares of Common Stock, consisting of 16,750 shares of Common Stock and options to purchase 104,542 shares of Common Stock.  Such shares represent 0.3% of 41,157,212 total shares of Common Stock, calculated as the sum of (x) the Aggregate Share Number and (y) the 104,542 shares of Common Stock issuable upon exercise of such options.

(c)           Other than as described in Item 4 above, during the past 60 days, there were no transactions in the Common Stock, or securities convertible into or exercisable for shares of Common Stock, effected by the Reporting Persons nor, to the best of their knowledge, any person listed on Schedules A, B and C to Amendment No. 2 to the original Schedule 13D.

Item 6.              Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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Item 6 of the Schedule 13D is hereby supplemented by adding the following thereto:

As described in greater detail in Item 4 above, the Company and MATT Inc. entered into the Supplement.  The information included in Item 4 above regarding the Supplement is incorporated by reference into this Item 6.

Item 7.              Material to be Filed as Exhibits.

99.21 2014 Supplement to Securities Purchase Agreement, dated as of December 19, 2013 by and between MeetMe, Inc. and Mexicans & Americans Trading Together, Inc.

 [Signatures on following page]

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 19, 2013

MEXICANS & AMERICANS TRADING TOGETHER, INC.
By:  /s/ Andres Gonzalez-Saravia Coss
Name:	Andres Gonzalez-Saravia Coss
Title:	President
ALTOS HORNOS DE MEXICO, S.A.B. DE C.V.
By: /s/ Andres Gonzalez-Saravia Coss
Name:	Andres Gonzalez-Saravia Coss
Title:	Legal Director

[SIGNATURE PAGE TO AMENDMENT NO. 8 TO SCHEDULE 13D

WITH RESPECT TO THE COMMON STOCK OF MEETME, INC.]

EXHIBIT INDEX

Exhibit Number	Description
99.21	2014 Supplement to Securities Purchase Agreement, dated as of December 19, 2013 by and between MeetMe, Inc. and Mexicans & Americans Trading Together, Inc.

EX-99.21

2014 SUPPLEMENT TO SECURITIES PURCHASE AGREEMENT

This 2014 Supplement to Securities Purchase Agreement (the “Supplement”) is made as of December 19, 2013 by and between MeetMe, Inc., a Delaware corporation (the successor to Quepasa Corporation, the “Company”), and Mexicans & Americans Trading Together, Inc., a Delaware corporation (“Investor”).

WHEREAS, the Company’s predecessor and Investor entered into a Securities Purchase Agreement, dated as of October 17, 2006 (the “Original Agreement”), providing for, among other things, certain representation by Investor on the Company’s board of directors (the “Board”);

WHEREAS, the Company and the Investor desire to supplement the terms of the Original Agreement for the period (the “Supplemental Period”) from the date hereof to and including the date of the Company’s first annual meeting held after July 31, 2014 (the “Designated Next Annual Meeting”);

NOW, THEREFORE, in consideration of the mutual covenants contained in this Supplement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

1.   Additional Board Representative Right.

(a)During the Supplemental Period, the Company shall fix the size of the Board at seven directors. Except as otherwise agreed to by a majority of the Specified Directors, effective at the Designated Next Annual Meeting, the size of the Board shall be reduced to six directors.  “Specified Directors” means directors of the Company who are not the Investor Designee, the Supplemental Period Designee, or persons who served on the board of directors of Quepasa Corporation.

(b)During the Supplemental Period, the Company shall appoint to the Board one person designated by the Investor whom the Investor reasonably believes is experienced in the Internet social networking industry and who has not previously served on the Board (the “Supplemental Period Designee”).  The Supplemental Period Designee shall be in addition to the Investor Designee provided for in the Original Agreement, which is currently Mr. Alonso Ancira.  The Company shall enter into an indemnification agreement with the Supplemental Period Designee on substantially the same terms as set forth in the Company’s standard form of director indemnification agreement.

(c)If the Supplemental Period Designee desires to continue to serve on the Board following the Designated Next Annual Meeting, Investor agrees to designate the Supplemental Period Designee as the Investor Designee for election at the Designated Next Annual Meeting.  If the Supplemental Period Designee does not desire to continue to serve on the Board following the Designated Next Annual Meeting, Investor will designate a person other than Mr. Alonso Ancira as the Investor Designee.

(d)Investor shall instruct the Investor Designee and the Supplemental Period Designee:  (i) in connection with the Board’s determination of whom to nominate to

stand for election to the Board at the Designated Next Annual Meeting, to vote against the inclusion of more than three persons who are not Specified Directors on the Company’s slate of nominees; and (ii) in connection with the scheduling of the Company’s 2014 annual meeting of stockholders, to only vote in favor of the selection of a meeting date in August 2014 except as otherwise consented to by a majority of the Specified Directors; provided, however, that the parties acknowledge and agree that the Investor’s instructions pursuant to this Section 1(d) shall not obligate any director of the Company to take any action in breach of his or her fiduciary duties to the Company.

(e)At the Designated Next Annual Meeting, Investor will vote its shares of capital stock in favor of no more than three persons who are not Specified Directors.

2.   Mutual Representations.  Each of the Company and Investor represents and warrants to the other that:  (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has all requisite corporate power and authority to enter into and to perform its obligations under this Supplement; (c) the execution and delivery of this Supplement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its part; and (d) this Supplement constitutes a valid and binding obligation of it enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.   Defined Terms.  Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Original Agreement.

4.   Full Force and Effect.  Except as expressly modified by this Supplement, all of the terms, covenants, agreements, conditions and other provisions of the Original Agreement shall remain in full force and effect in accordance with their respective terms.  From and after the date hereof, the Original Agreement and this Supplement shall be read, taken and construed as one and the same instrument, and as used in the Original Agreement, the terms “this Agreement,” “herein,” “hereof,” and words of similar import shall mean and refer to, unless the context requires otherwise, the Original Agreement as amended by this Supplement.

5.   Governing Law.  This Supplement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to conflict of laws or any other rules or principles which may require the application of the laws of any other jurisdiction.

6.   Entire Agreement.  This Supplement and the Original Agreement contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

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7.   Specific Performance.  The parties agree that irreparable damage would occur to the Company and Investor in the event that any of the provisions of this Supplement to be performed by the other were not performed in accordance with their specific terms and that monetary damages, even if available, would not be an adequate remedy therefor.  It is accordingly agreed that each of the Company and Investor shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity.  The parties acknowledge that the awarding of equitable remedies is within the discretion of the applicable court.

8.   Counterparts.  This Supplement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Supplement and all of which, when taken together, will be deemed to constitute one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective authorized signatories as of the date first indicated above.

MEETME, INC.

By:  _______________________________

Name:

Title:

MEXICANS & AMERICANS TRADING TOGETHER, INC.

By:  _______________________________

Name:

Title: