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- Alternative Formats (Word, et al.)
- Accounting Treatment
- Acquisition of Land Inventory
- Advertising on the Quepasa.Com Site
- Aggregated Options/Sar Exercises
- Amendment to the Merger Agreement and Loan to Great Western
- Amortization of goodwill
- Appraisal Rights
- ARTICLE III BOARD OF DIRECTORS Section 3.01 Powers
- Article Iii Conversion of Shares; Merger Consideration
- ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01 Place of Meetings
- Article Ii the Contribution
- ARTICLE I OFFICES Section 1.01 Principal Office
- Article I the Merger
- ARTICLE IV NOTICE -- WAIVERS -- MEETINGS Section 4.01 Notice, What Constitutes
- Article Iv Representations and Warranties of Quepasa
- Article Ix Miscellaneous Provisions
- ARTICLE IX MISCELLANEOUS Section 9.01 Reserves
- ARTICLE VI CERTIFICATES OF STOCK Section 6.01 Issuance
- Article Vi Covenants
- Article Vii Conditions to Closing
- ARTICLE VIII AMENDMENTS Section 8.01 Amendments by Stockholders
- ARTICLE VII INDEMNIFICATION Section 7.01 Right to Indemnification
- Article Viii Termination and Abandonment
- ARTICLE V OFFICERS Section 5.01 Number, Qualifications and Resignation
- Article V Representations and Warranties of Parent, Merger Sub and Contribution Sub
- Audit Committee
- Audit Committee Report
- Authorization for the Board of Directors of Quepasa to Pursue the Liquidation and Dissolution of Quepasa, The
- Background of and Reasons for the Merger
- Basic and diluted net loss per share
- Board of Directors of Great Western Following the Merger
- Cautionary Note About Forward-Looking Statements
- Certain Relationships and Related Transactions
- Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
- Companies, The
- Comparative Per Share Data
- Comparison of the Rights of Holders of Quepasa Common Stock and Great Western Common Stock
- Competition
- Competitors and Competitive Factors Affecting Quepasa's Business
- Current Executive Officers and Directors of Great Western
- Customer Financing
- Deregistration of Quepasa's Common Stock and Listing of Great Western Common Stock
- Description of Great Western Capital Stock
- Description of Quepasa Capital Stock
- Effect of the Merger on Quepasa's Shareholders
- Election of Directors, The
- Employees
- Employment Contracts
- Executive Compensation
- Experts
- Fair value
- Gary L. Trujillo
- Grant Thornton LLP
- Great Western Land and Recreation, Inc
- Great Western's Business
- Great Western's Debt
- Great Western's Notes Receivable
- Great Western's Properties
- Impact of Recently Issued Accounting Standards
- Industry Overview
- Interest expense
- Interests of Certain Persons in the Merger
- Introduction to Results of Operations
- Jay N. Torok
- Jerry J. Colangelo
- Jose Maria Figueres
- Key Employees
- Legal Matters
- Legal Proceedings
- Liquidity and Capital Resources
- Louis Olivas
- L. William Seidman
- Management
- Management's Discussion and Analysis of Financial Condition and Results of Operations of Great Western
- Management's Discussion and Analysis of Financial Condition and Results of Operations of Quepasa
- Marketing and Sale of Inventory
- Marketing of the Quepasa.Com Site
- Market Price Data
- Material Tax Consequences to the Shareholders of Quepasa
- Merger Agreement, The
- Merger Closing Date and Effective Time of the Merger, The
- Merger Consideration., The
- Merger, The
- Net income (loss)
- Net loss
- Net revenue
- Note B -- Notes Receivable
- Notes to Combined Financial Statements
- Notes to Condensed Consolidated Financial Statements
- Notes to Consolidated Financial Statements
- Notes to Pro Forma Financial Information
- Operating expenses
- Opinion of Financial Advisor
- Other Business to Be Transacted
- Overview
- Plans for Operation of Quepasa Following the Merger
- Possible Proxy Contest
- Pro forma
- Pro Forma Financial Information
- Properties
- Proposal 1. Election of Directors
- Proposal 2. Approval of the Merger
- Proposal 3. Authorization to Reverse Split Great Western's Common Stock
- Proposal 4. Authorization for the Board of Directors of Quepasa to Pursue the Liquidation and Dissolution of Quepasa in the Event the Merger Is Not Consummated
- Proposal 5. Ratification of the Appointment of the Auditors
- Proxies
- Quantitative and Qualitative Disclosure About Market Risk
- Quepasa
- Quepasa Annual Meeting, The
- Quepasa Common Stock
- Quepasa.Com Site, The
- Quepasa's Business
- Quepasa's Market in the U.S
- Quepasa's On-Line Auction and Credit Communities
- Quepasa's On-Line Real Estate Services Community
- Quepasa Stock Performance Graph
- Ratification of the Appointment of the Auditors, The
- Recommendation of Quepasa's Board of Directors
- Regulation
- Regulatory Approvals
- Report of Independent Certified Public Accountants
- Results of Operations
- Reverse Stock Split
- Risk Factors
- Robert J. Taylor
- Sale of Assets
- Section 1.02 Other Offices
- Section 2.02 Annual Meetings
- Section 2.03 Special Meetings
- Section 2.04 Notice and Purpose of Meetings; Waiver
- Section 2.05 Voting List, Right to Examine
- Section 2.06 Quorum
- Section 2.07 Voting
- Section 2.08 Judges of Election
- Section 2.09 Consent of Stockholders in Lieu of Meeting
- Section 2.10 Business Conducted at Annual Meetings
- Section 2.11 Nominations of Directors
- Section 3.02 Number, Term of Office and Vacancies
- Section 3.03 Annual Organizational Meeting
- Section 3.04 Regular and Special Meetings
- Section 3.05 Quorum; Interested Directors
- Section 3.06 Committees
- Section 3.07 Action of Directors in Lieu of Meeting
- Section 3.08 Attendance Via Telecommunications
- Section 3.09 Compensation
- Section 4.02 Waiver of Notice
- Section 5.02 Term of Office
- Section 5.03 Subordinate Officers, Committees and Agents
- Section 5.04 The President
- Section 5.05 The Vice President
- Section 5.06 The Secretary
- Section 5.07 The Assistant Secretaries
- Section 5.08 The Treasurer
- Section 5.09 The Assistant Treasurers
- Section 5.10 The Chairman of the Board of Directors
- Section 5.11 The Chief Executive Officer
- Section 6.02 Subscriptions for Shares
- Section 6.03 Transfers
- Section 6.04 Share Certificate
- Section 6.05 Record Holder of Shares
- Section 6.06 Lost, Destroyed, Mutilated or Stolen Certificates
- Section 6.07 Transfer Agent and Registrar
- Section 6.08 Record Date
- Section 7.02 Prepayment of Expenses
- Section 7.03 Claims
- Section 7.04 Nonexclusivity of Rights
- Section 7.05 Other Indemnification
- Section 7.06 Amendment or Repeal
- Section 8.02 Amendments by Directors
- Section 9.02 Authorized Signer
- Section 9.03 Fiscal Year
- Section 9.04 Corporate Seal
- Section 9.05 Severability
- Security Ownership of Certain Beneficial Owners and Management
- Selected Financial Data
- Shareholders' equity
- Shareholder's equity (deficit)
- Stock Options and Stock Appreciation Rights
- Summary
- System Issues
- Table of Contents
- The Authorization for the Board of Directors of Quepasa to Pursue the Liquidation and Dissolution of Quepasa
- The Companies
- The Election of Directors
- The Merger
- The Merger Agreement
- The Merger Closing Date and Effective Time of the Merger
- The Merger Consideration
- The Quepasa Annual Meeting
- The Quepasa.Com Site
- The Ratification of the Appointment of the Auditors
- Time, Date, Place and Record Date
- Where You Can Find More Information
- 1.1 The Merger
- 1.2 Certificate of Incorporation of the Surviving Corporation
- 1.3 Bylaws of the Surviving Corporation
- 1.5 Effective Time of the Merger
- 2.1 The Contribution
- 3.10 The Closing
- 3.1 Conversion of quepasa Common Stock
- 3.2 Exchange Procedures
- 3.3 Dividends; Transfer Taxes; Withholding
- 3.4 Fractional Shares
- 3.5 Return of Exchange Fund
- 3.6 Dissenting Shares
- 3.7 Stock Options
- 3.8 Warrants
- 3.9 No Further Ownership Rights in quepasa
- 4.10 Taxes
- 4.11 Intellectual Property
- 4.12 Litigation
- 4.13 Consents
- 4.14 Employee Benefit Plans
- 4.15 Brokers
- 4.17 quepasa Board Recommendation
- 4.18 Required Stockholder Vote
- 4.19 Labor Matters
- 4.1 Corporate Organization and Authority
- 4.20 Insurance
- 4.21 Certain Business Practices
- 4.22 Contracts
- 4.23 Related Party Transactions
- 4.24 Assets
- 4.2 Capitalization
- 4.3 Subsidiaries
- 4.4 SEC Filings
- 4.5 Authority Relative to Agreement
- 4.6 Absence of Conflicts
- 4.7 quepasa Financial Statements
- 4.8 Absence of Certain Changes
- 4.9 Compliance with Laws
- 5.10 Taxes
- 5.11 Intellectual Property
- 5.12 Litigation
- 5.13 Consents
- 5.14 Employee Benefit Plans
- 5.15 Brokers
- 5.17 Absence of Certain Changes or Events
- 5.18 Labor Matters
- 5.19 Insurance
- 5.1 Organization; Authority
- 5.20 Certain Business Practices
- 5.21 Contracts
- 5.22 Related Party Transactions
- 5.23 Assets
- 5.24 Registration Rights
- 5.2 Capitalization
- 5.3 Contribution Sub
- 5.4 Parent and Merger Sub
- 5.5 Authority Relative to Agreement
- 5.6 Absence of Conflicts
- 5.7 Parent Financial Statements
- 5.8 Absence of Certain Changes
- 5.9 Compliance with Laws
- 6.10 Notification of Certain Matters
- 6.11 Indemnification and Insurance
- 6.12 Employee Benefits
- 6.13 Options
- 6.14 Directors and Officers
- 6.15 Parent Real Property Appraisals
- 6.2 Conduct of Business of Parent Prior to the Closing Date
- 6.4 Compliance with the Securities Act
- 6.5 Non-Solicitation by quepasa
- 6.6 No Solicitation by Parent
- 6.7 Confidentiality; Public Announcements
- 6.8 Access to Information
- 6.9 All Reasonable Efforts
- 7.2 Conditions to Obligations of quepasa
- 8.1 Methods of Termination
- 8.2 Procedure upon Termination
- 8.3 Termination Fee
- 8.4 Cash Shortfall
- 9.10 Governing Law; Consent to Jurisdiction; Venue
- 9.11 Interpretation
- 9.12 Exhibits and Schedules
- 9.13 Arbitration
- 9.1 Non-Survival of Representations and Warranties
- 9.2 Successors and Assigns
- 9.3 Expenses
- 9.4 Notices
- 9.5 Entire Agreement
- 9.6 Waivers, Amendments and Remedies
- 9.7 Severability
- 9.8 Heading
- 9.9 Counterparts; Terms
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1 | 1st Page - Filing Submission
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3 | Robert J. Taylor
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6 | Table of Contents
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10 | Summary
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" | The Companies
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" | Great Western Land and Recreation, Inc
|
11 | Possible Proxy Contest
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12 | The Quepasa Annual Meeting
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14 | The Election of Directors
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" | The Merger
|
" | Recommendation of Quepasa's Board of Directors
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" | Opinion of Financial Advisor
|
" | Regulatory Approvals
|
15 | Accounting Treatment
|
" | Material Tax Consequences to the Shareholders of Quepasa
|
" | Interests of Certain Persons in the Merger
|
16 | Effect of the Merger on Quepasa's Shareholders
|
" | Plans for Operation of Quepasa Following the Merger
|
" | Deregistration of Quepasa's Common Stock and Listing of Great Western Common Stock
|
" | The Merger Agreement
|
17 | The Merger Consideration
|
" | Reverse Stock Split
|
21 | Appraisal Rights
|
22 | The Authorization for the Board of Directors of Quepasa to Pursue the Liquidation and Dissolution of Quepasa
|
" | The Ratification of the Appointment of the Auditors
|
28 | Comparative Per Share Data
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29 | Market Price Data
|
" | Quepasa
|
30 | Selected Financial Data
|
31 | Pro forma
|
32 | Risk Factors
|
42 | Cautionary Note About Forward-Looking Statements
|
43 | Time, Date, Place and Record Date
|
" | Proxies
|
44 | Proposal 1. Election of Directors
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" | Gary L. Trujillo
|
45 | L. William Seidman
|
" | Jerry J. Colangelo
|
" | Louis Olivas
|
46 | Jose Maria Figueres
|
" | Proposal 2. Approval of the Merger
|
" | Background of and Reasons for the Merger
|
57 | The Merger Closing Date and Effective Time of the Merger
|
69 | Amendment to the Merger Agreement and Loan to Great Western
|
70 | Management's Discussion and Analysis of Financial Condition and Results of Operations of Great Western
|
" | Overview
|
" | Results of Operations
|
" | Interest expense
|
71 | Net income (loss)
|
72 | Net loss
|
73 | Liquidity and Capital Resources
|
74 | Quantitative and Qualitative Disclosure About Market Risk
|
" | Fair value
|
75 | Great Western's Business
|
" | Industry Overview
|
" | Great Western's Properties
|
77 | Acquisition of Land Inventory
|
78 | Marketing and Sale of Inventory
|
" | Customer Financing
|
79 | Regulation
|
" | Competition
|
" | Great Western's Notes Receivable
|
80 | Great Western's Debt
|
" | Management
|
" | Current Executive Officers and Directors of Great Western
|
81 | Board of Directors of Great Western Following the Merger
|
" | Jay N. Torok
|
82 | Audit Committee
|
" | Key Employees
|
" | Employees
|
" | Executive Compensation
|
" | Stock Options and Stock Appreciation Rights
|
83 | Aggregated Options/Sar Exercises
|
" | Employment Contracts
|
" | Security Ownership of Certain Beneficial Owners and Management
|
85 | Legal Proceedings
|
" | Description of Great Western Capital Stock
|
86 | Certain Relationships and Related Transactions
|
87 | Management's Discussion and Analysis of Financial Condition and Results of Operations of Quepasa
|
88 | Introduction to Results of Operations
|
" | Net revenue
|
90 | Operating expenses
|
92 | Amortization of goodwill
|
99 | Impact of Recently Issued Accounting Standards
|
100 | System Issues
|
101 | Quepasa's Business
|
" | Quepasa's Market in the U.S
|
102 | The Quepasa.Com Site
|
" | Marketing of the Quepasa.Com Site
|
" | Advertising on the Quepasa.Com Site
|
103 | Quepasa's On-Line Auction and Credit Communities
|
" | Quepasa's On-Line Real Estate Services Community
|
" | Competitors and Competitive Factors Affecting Quepasa's Business
|
104 | Sale of Assets
|
" | Properties
|
105 | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
110 | Description of Quepasa Capital Stock
|
" | Quepasa Common Stock
|
111 | Audit Committee Report
|
112 | Quepasa Stock Performance Graph
|
115 | Comparison of the Rights of Holders of Quepasa Common Stock and Great Western Common Stock
|
124 | Proposal 3. Authorization to Reverse Split Great Western's Common Stock
|
125 | Proposal 4. Authorization for the Board of Directors of Quepasa to Pursue the Liquidation and Dissolution of Quepasa in the Event the Merger Is Not Consummated
|
127 | Proposal 5. Ratification of the Appointment of the Auditors
|
128 | Other Business to Be Transacted
|
" | Experts
|
" | Legal Matters
|
129 | Where You Can Find More Information
|
131 | Report of Independent Certified Public Accountants
|
" | Grant Thornton LLP
|
132 | Shareholder's equity (deficit)
|
136 | Notes to Combined Financial Statements
|
138 | Note B -- Notes Receivable
|
152 | Notes to Consolidated Financial Statements
|
169 | Basic and diluted net loss per share
|
178 | Notes to Condensed Consolidated Financial Statements
|
192 | Pro Forma Financial Information
|
193 | Shareholders' equity
|
196 | Notes to Pro Forma Financial Information
|
202 | Article I the Merger
|
" | 1.1 The Merger
|
" | 1.2 Certificate of Incorporation of the Surviving Corporation
|
203 | 1.3 Bylaws of the Surviving Corporation
|
" | 1.5 Effective Time of the Merger
|
" | Article Ii the Contribution
|
" | 2.1 The Contribution
|
" | Article Iii Conversion of Shares; Merger Consideration
|
" | 3.1 Conversion of quepasa Common Stock
|
" | 3.2 Exchange Procedures
|
204 | 3.3 Dividends; Transfer Taxes; Withholding
|
205 | 3.4 Fractional Shares
|
" | 3.5 Return of Exchange Fund
|
" | 3.6 Dissenting Shares
|
206 | 3.7 Stock Options
|
" | 3.8 Warrants
|
" | 3.9 No Further Ownership Rights in quepasa
|
" | 3.10 The Closing
|
" | Article Iv Representations and Warranties of Quepasa
|
" | 4.1 Corporate Organization and Authority
|
207 | 4.2 Capitalization
|
" | 4.3 Subsidiaries
|
208 | 4.4 SEC Filings
|
" | 4.5 Authority Relative to Agreement
|
" | 4.6 Absence of Conflicts
|
" | 4.7 quepasa Financial Statements
|
209 | 4.8 Absence of Certain Changes
|
" | 4.9 Compliance with Laws
|
210 | 4.10 Taxes
|
211 | 4.11 Intellectual Property
|
212 | 4.12 Litigation
|
" | 4.13 Consents
|
" | 4.14 Employee Benefit Plans
|
214 | 4.15 Brokers
|
" | 4.17 quepasa Board Recommendation
|
215 | 4.18 Required Stockholder Vote
|
" | 4.19 Labor Matters
|
" | 4.20 Insurance
|
" | 4.21 Certain Business Practices
|
216 | 4.22 Contracts
|
" | 4.23 Related Party Transactions
|
217 | 4.24 Assets
|
" | Article V Representations and Warranties of Parent, Merger Sub and Contribution Sub
|
" | 5.1 Organization; Authority
|
218 | 5.2 Capitalization
|
219 | 5.3 Contribution Sub
|
" | 5.4 Parent and Merger Sub
|
" | 5.5 Authority Relative to Agreement
|
" | 5.6 Absence of Conflicts
|
" | 5.7 Parent Financial Statements
|
220 | 5.8 Absence of Certain Changes
|
" | 5.9 Compliance with Laws
|
221 | 5.10 Taxes
|
222 | 5.11 Intellectual Property
|
" | 5.12 Litigation
|
" | 5.13 Consents
|
223 | 5.14 Employee Benefit Plans
|
224 | 5.15 Brokers
|
225 | 5.17 Absence of Certain Changes or Events
|
226 | 5.18 Labor Matters
|
" | 5.19 Insurance
|
227 | 5.20 Certain Business Practices
|
" | 5.21 Contracts
|
228 | 5.22 Related Party Transactions
|
" | 5.23 Assets
|
229 | 5.24 Registration Rights
|
" | Article Vi Covenants
|
231 | 6.2 Conduct of Business of Parent Prior to the Closing Date
|
233 | 6.4 Compliance with the Securities Act
|
" | 6.5 Non-Solicitation by quepasa
|
234 | 6.6 No Solicitation by Parent
|
235 | 6.7 Confidentiality; Public Announcements
|
" | 6.8 Access to Information
|
" | 6.9 All Reasonable Efforts
|
" | 6.10 Notification of Certain Matters
|
236 | 6.11 Indemnification and Insurance
|
" | 6.12 Employee Benefits
|
" | 6.13 Options
|
" | 6.14 Directors and Officers
|
237 | 6.15 Parent Real Property Appraisals
|
" | Article Vii Conditions to Closing
|
239 | 7.2 Conditions to Obligations of quepasa
|
" | Article Viii Termination and Abandonment
|
" | 8.1 Methods of Termination
|
240 | 8.2 Procedure upon Termination
|
241 | 8.3 Termination Fee
|
" | 8.4 Cash Shortfall
|
242 | Article Ix Miscellaneous Provisions
|
" | 9.1 Non-Survival of Representations and Warranties
|
" | 9.2 Successors and Assigns
|
" | 9.3 Expenses
|
" | 9.4 Notices
|
243 | 9.5 Entire Agreement
|
" | 9.6 Waivers, Amendments and Remedies
|
" | 9.7 Severability
|
" | 9.8 Heading
|
" | 9.9 Counterparts; Terms
|
" | 9.10 Governing Law; Consent to Jurisdiction; Venue
|
" | 9.11 Interpretation
|
244 | 9.12 Exhibits and Schedules
|
" | 9.13 Arbitration
|
259 | ARTICLE I OFFICES Section 1.01 Principal Office
|
" | Section 1.02 Other Offices
|
" | ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.01 Place of Meetings
|
" | Section 2.02 Annual Meetings
|
" | Section 2.03 Special Meetings
|
" | Section 2.04 Notice and Purpose of Meetings; Waiver
|
260 | Section 2.05 Voting List, Right to Examine
|
" | Section 2.06 Quorum
|
" | Section 2.07 Voting
|
261 | Section 2.08 Judges of Election
|
" | Section 2.09 Consent of Stockholders in Lieu of Meeting
|
" | Section 2.10 Business Conducted at Annual Meetings
|
262 | Section 2.11 Nominations of Directors
|
263 | ARTICLE III BOARD OF DIRECTORS Section 3.01 Powers
|
" | Section 3.02 Number, Term of Office and Vacancies
|
" | Section 3.03 Annual Organizational Meeting
|
" | Section 3.04 Regular and Special Meetings
|
" | Section 3.05 Quorum; Interested Directors
|
264 | Section 3.06 Committees
|
" | Section 3.07 Action of Directors in Lieu of Meeting
|
265 | Section 3.08 Attendance Via Telecommunications
|
" | Section 3.09 Compensation
|
" | ARTICLE IV NOTICE -- WAIVERS -- MEETINGS Section 4.01 Notice, What Constitutes
|
" | Section 4.02 Waiver of Notice
|
" | ARTICLE V OFFICERS Section 5.01 Number, Qualifications and Resignation
|
266 | Section 5.02 Term of Office
|
" | Section 5.03 Subordinate Officers, Committees and Agents
|
" | Section 5.04 The President
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" | Section 5.05 The Vice President
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" | Section 5.06 The Secretary
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" | Section 5.07 The Assistant Secretaries
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" | Section 5.08 The Treasurer
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267 | Section 5.09 The Assistant Treasurers
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" | Section 5.10 The Chairman of the Board of Directors
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" | Section 5.11 The Chief Executive Officer
|
" | ARTICLE VI CERTIFICATES OF STOCK Section 6.01 Issuance
|
" | Section 6.02 Subscriptions for Shares
|
" | Section 6.03 Transfers
|
" | Section 6.04 Share Certificate
|
" | Section 6.05 Record Holder of Shares
|
268 | Section 6.06 Lost, Destroyed, Mutilated or Stolen Certificates
|
" | Section 6.07 Transfer Agent and Registrar
|
" | Section 6.08 Record Date
|
" | ARTICLE VII INDEMNIFICATION Section 7.01 Right to Indemnification
|
" | Section 7.02 Prepayment of Expenses
|
" | Section 7.03 Claims
|
269 | Section 7.04 Nonexclusivity of Rights
|
" | Section 7.05 Other Indemnification
|
" | Section 7.06 Amendment or Repeal
|
" | ARTICLE VIII AMENDMENTS Section 8.01 Amendments by Stockholders
|
" | Section 8.02 Amendments by Directors
|
" | ARTICLE IX MISCELLANEOUS Section 9.01 Reserves
|
" | Section 9.02 Authorized Signer
|
" | Section 9.03 Fiscal Year
|
" | Section 9.04 Corporate Seal
|
" | Section 9.05 Severability
|