SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Quepasa Corporation
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
74833W206
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(CUSIP Number of Class of Securities)
Andres Gonzalez Saravia
Mexicans & Americans Trading Together, Inc.
7550 IH 10 West
Suite 630
San Antonio, Texas 78229
(210) 341-3777
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(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
October 17, 2006
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(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 ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following: [ ]
SCHEDULE 13D
CUSIP No. 74833W206
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mexicans & Americans Trading Together, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 74833W206
----------- --------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Altos Hornos de Mexico, S.A. de C.V.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,000,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,000,000
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.7
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
----------- --------------------------------------------------------------------
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$0.001 per share (the "Common Stock") of Quepasa Corporation, a Nevada
corporation (the "Company") and is being filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of
the principal executive offices of the Company is 7550 E. Redfield Rd., Suite A,
Scottsdale, Arizona 85260.
Item 2. Identity and Background.
This statement is filed on behalf of Mexicans & Americans Trading Together,
Inc., a Delaware corporation ("MATT Inc.") and Altos Hornos de Mexico, S.A. de
C.V., a Mexican Variable Capital Company (Sociedad Anonima de Capital
Variable)("AHMSA", and together with MATT Inc., the "Reporting Persons"). MATT
Inc. is a wholly owned subsidiary of AHMSA. The address of the principal
business and principal office of MATT Inc. is 7550 IH 10 West, Suite 630, San
Antonio, Texas 78229. The address of the principal business and principal office
of AHMSA is Prolongacion Juarez S/N, Colonia La Loma, Monclova, Coahuila 25770,
Mexico.
The principal business of MATT Inc. is making investments and developing
business opportunities principally in the United States Hispanic market. AHMSA
is an integrated steel producer based in Mexico, manufacturing flat steel
products and long steel products including plate, hot rolled coil, cold rolled
coil, tinplate and heavy beams.
AHMSA is a subsidiary of Grupo Acerero del Norte, S.A. de C.V., a Mexican
Variable Capital Company (Sociedad Anonima de Capital Variable) ("GAN"), which
owns approximately 79% of the outstanding equity of AHMSA. The address of the
principal business and principal office of GAN is Campos Elisios No. 29, Colonia
Rincon del Bosque, Delegacion Miguel Hidalgo, Mexico, D.F. 11580, Mexico. GAN is
a holding company, holding, among other assets, the shares of AHMSA.
The names, residence or business address, citizenships and present
principal occupations or employment of the executive officers and directors of
MATT Inc., AHMSA and GAN are set forth in Schedule A, B and C hereto,
respectively.
During the last five years, neither MATT Inc., AHMSA, GAN nor, to the best
knowledge of MATT Inc., AHMSA or GAN, any person named in Schedule A, B or C has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On October 17, 2006, MATT Inc. entered into a Securities Purchase Agreement
with the Company (the "Purchase Agreement"), pursuant to which MATT Inc.
acquired 1,000,000 shares
4
of Common Stock and warrants to purchase an aggregate of 2,000,000 shares of
Common Stock (the "Warrants") for an aggregate purchase price of $10,000,000. To
effect the purchase, MATT Inc. sold a promissory note to AHMSA, the material
terms of which are described in Item 6 below. AHMSA used cash on hand to fund
the purchase of the promissory note.
The descriptions of the Purchase Agreement and the promissory note in this
Schedule 13D are qualified in their entirety by reference to such agreements,
which are incorporated by reference as Exhibits 99.1 and 99.5 hereto,
respectively.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock and the Warrants for
investment purposes. The Reporting Persons may make, or cause, further
acquisitions of Common Stock from time to time and may dispose of, or cause to
be disposed, any or all of the Common Stock held by it at any time, including
any Common Stock issued upon exercise of the Warrants. The Reporting Persons
intend to evaluate on an ongoing basis the investment in the Company and their
options with respect to such investment.
Pursuant to the terms of the Purchase Agreement, the Reporting Persons
intend to designate Mr. Alonso Ancira for appointment to the Board of Directors
of the Company.
Except as set forth above, neither the Reporting Persons nor, to the best
of their knowledge, any person listed on Schedules A, B or C hereto, 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.
(a) MATT Inc. beneficially owns 3,000,000 shares of Common Stock,
consisting of the 1,000,000 shares of Common Stock held by MATT Inc. and the
2,000,000 shares issuable upon exercise of the Warrants owned by MATT Inc.
(together, the "Shares"). AHMSA may be deemed to beneficially own the Shares by
virtue of its ownership of MATT Inc. The Shares represent 23.7% of 12,654,341
total shares of Common Stock, calculated as the sum of (i) the 9,654,341 shares
of Common Stock outstanding as of August 10, 2006, as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, (ii)
the 1,000,000 shares of Common Stock issued by the Company to MATT Inc. pursuant
to the Purchase Agreement and (ii) the 2,000,000 shares of Common Stock issuable
upon exercise of the Warrants.
(b) MATT Inc. has the power to vote and dispose the Shares. AHMSA may be
deemed to share the power to vote and dispose the Shares by virtue of its
ownership of MATT Inc.
(c) On October 17, 2006, MATT Inc. purchased 1,000,000 shares of Common
Stock and warrants to purchase an aggregate of 2,000,000 shares of Common Stock
pursuant to the Purchase Agreement. During the past 60 days, there were no other
transactions in the Common Stock effected by the Reporting Persons nor, to the
best of their knowledge, any person listed on Schedules A, B or C hereto.
5
(d) Other than MATT Inc., which directly holds the Common Stock and the
Warrants, and except as set forth in this Item 5, no person is known to have the
right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the Purchase Agreement, and upon the terms and conditions
contained therein, MATT Inc. acquired 1,000,000 shares of Common Stock and
warrants to purchase an aggregate of 2,000,000 shares of Common Stock from the
Company, for an aggregate purchase price of $10,000,000. The Series 1 Common
Stock Purchase Warrant (the "Series 1 Warrant") is exercisable for 1,000,000
shares of Common Stock at an exercise price of $12.50 per share. The Series 2
Common Stock Purchase Warrant (the "Series 2 Warrant") is exercisable for
1,000,000 shares of Common Stock at an exercise price of $15.00 per share. Under
the Purchase Agreement, MATT Inc. has the right to designate the appointment of
one person to the Board of Directors of the Company (the "Board"), and the
Company will take all appropriate action to effect such appointment, provided
the designee is first approved by the nominating and corporate governance
committee of the Company. The Company will continue to be required to nominate
one person designated by MATT Inc. at each meeting of stockholders at which an
election of the Board is held as long as MATT Inc. owns at least 5% of the
outstanding Common Stock. If such designee is not elected by the stockholders,
the Company must increase the size of the Board and fill the vacancy with a
different person designated by MATT Inc., provided that such designee is first
approved by the nominating and corporate governance committee of the Company. In
addition, under the Purchase Agreement, MATT Inc. has the right to nominate an
additional director, who shall be "independent" of the Company within the
meaning of the rules of any exchange on which the Common Stock is listed and
must be reasonably acceptable to the nominating and corporate governance
committee of the Company, for so long as it beneficially owns 20% of the total
outstanding Common Stock (without giving effect to any outstanding warrants,
options or similar rights held by any party).
In conjunction with the Purchase Agreement, the parties entered into a
registration rights agreement (the "Registration Rights Agreement") pursuant to
which the Company must file a shelf registration statement for a continuous
offering that will register the resale from time to time by MATT Inc. of the
Shares. Under the Registration Rights Agreement, the Company is required to use
its best efforts to keep the shelf registration statement continuously effective
until all of the Shares have been sold pursuant to the shelf registration or
otherwise transferred and new securities not subject to transfer restrictions
under the Securities Act of 1933, as amended, have been delivered by the
Company.
In order to finance the acquisition of the shares of Common Stock and
Warrants, MATT Inc. sold a promissory note to AHMSA (the "Promissory Note") for
$10,000,000. Interest is to accrue daily at an effective annual rate of 8%, on
the basis of a year of 360 days. Pursuant to the Promissory Note, MATT Inc. will
repay the outstanding principal and any accrued interest within 10 days of
receiving a written demand from AHMSA for repayment, which cannot be made until
April 17, 2007. MATT Inc. may repay the Promissory Note at any time.
6
As indicated above, MATT Inc. acquired two warrants pursuant to the
Purchase Agreement, in addition to the shares of Common Stock. The Series 1
Warrant is exercisable for 1,000,000 shares of Common Stock at an exercise price
of $12.50 per share. The Series 2 Warrant is exercisable for 1,000,000 shares of
Common Stock at an exercise price of $15.00 per share. The expiration date of
both the Series 1 Warrant and Series 2 Warrant is October 17, 2016. The Warrants
contain standard anti-dilution adjustment provisions that provide for
proportional adjustment to the exercise price upon the occurrence of events such
as any reclassification, stock split, capital reorganization or recapitalization
of the Company, the issuance of any stock dividends, any consolidation or merger
of the Company (other than certain mergers with subsidiaries) and any sale or
conveyance of all or substantially all the assets of the Company.
In addition, the exercise price of each Warrant is subject to adjustment
based upon the amount of revenue generated for the Company as a result of the
efforts of MATT Inc., which will undertake activities for the purpose of
generating such revenue. On a quarterly basis, the Company and MATT Inc. will
reach a determination of the amount of revenue generated through the efforts of
MATT Inc., taking into account both direct payments by MATT Inc. to the Company
in respect of advertising or other services provided and payments by third
parties to the Company in respect of advertising or other services as the result
of actions taken by MATT Inc. for the purpose of generating revenue for the
Company ("MATT Inc. Related Revenue"). In accordance with the formula set forth
in each Warrant, the exercise price is to be reduced quarterly by the number
obtained by doubling the dollar amount of MATT Inc. Related Revenue for such
year and dividing by the number of shares of common stock currently issuable
upon exercise of the Warrant. However, in no event will the exercise price of
the Series 1 Warrant or the Series 2 Warrant fall below $10 per share. The
adjustment based upon generated revenue applies only to the exercise price and
does not affect the number of shares issuable upon exercise of the Warrants.
Except as referred to above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
The descriptions of the Purchase Agreement, the Registration Rights Agreement,
the Series 1 Warrant, Series 2 Warrant and the Promissory Note in this Schedule
13D are qualified in their entirety by reference to such agreements and
instruments, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto.
Item 7. Material to be Filed as Exhibits.
99.1 Securities Purchase Agreement, dated October 17, 2006, by and between
Quepasa Corporation and Mexicans & Americans Trading Together, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K of Quepasa Corporation filed with the Securities and Exchange
Commission on October 19, 2006)
99.2 Registration Rights Agreement, dated October 17, 2006, by and between
Quepasa Corporation and Mexicans & Americans Trading Together, Inc.
(incorporated by reference to Exhibit 10.4 to the Current Report on
Form 8-K of Quepasa Corporation filed with the Securities and Exchange
Commission on October 19, 2006)
99.3 Series 1 Common Stock Purchase Warrant, issued by the Company to
Mexicans & Americans Trading Together, Inc. on October 17, 2006
(incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K of Quepasa Corporation filed with the Securities and Exchange
Commission on October 19, 2006)
7
99.4 Series 2 Common Stock Purchase Warrant, issued by the Company to
Mexicans & Americans Trading Together, Inc. on October 17, 2006
(incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K of Quepasa Corporation filed with the Securities and Exchange
Commission on October 19, 2006)
99.5 Promissory Note, dated as of October 17, 2006, issued by Mexicans &
Americans Trading Together, Inc. to Altos Hornos de Mexico, S.A. de
C.V.
99.6 Joint Filing Agreement, dated as of October 27, 2006, by and between
the Reporting Persons.
[Signatures on following page]
8
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: October 27, 2006
MEXICANS & AMERICANS TRADING
TOGETHER, INC.
By: /s/ Andres Gonzalez Saravia
-------------------------------
Name: Andres Gonzalez Saravia
Title: President
ALTOS HORNOS DE MEXICO, S.A. DE
C.V.
By: /s/ Andres Gonzalez Saravia
-------------------------------
Name: Andres Gonzalez Saravia
Title: Legal Director
[SIGNATURE PAGE TO SCHEDULE 13D WITH RESPECT TO THE
COMMON STOCK OF QUEPASA CORPORATION]
SCHEDULE A
The name, business address and present principal occupation or employment
of each of the directors and executive officers of MATT Inc. are set forth
below. The business address of each person is c/o Altos Hornos de Mexico, S.A.
de C.V., Prolongacion Juarez S/N, Colonia La Loma, Monclova, Coahuila 25770,
Mexico. Except as indicated, each person is a citizen of Mexico.
Directors of MATT Inc.
----------------------
Name Principal Occupation
Alonso Ancira Elizondo (1) Chairman of the Board of AHMSA
----------------------
(1) Citizen of Mexico and the United States
Executive Officers of MATT Inc.
-------------------------------
Name Title with MATT Inc. (Principal Occupation)
Andres Gonzalez Saravia President and Secretary (Legal Director of AHMSA)
SCHEDULE B
The name, business address and present principal occupation or employment
of each of the directors and executive officers of AHMSA are set forth below.
Except as otherwise noted, the business address of each person is c/o Altos
Hornos de Mexico, S.A. de C.V., Prolongacion Juarez S/N, Colonia La Loma,
Monclova, Coahuila 25770, Mexico. Except as indicated, each person is a citizen
of Mexico.
Directors of AHMSA
------------------
Name Principal Occupation
Alonso Ancira Elizondo (1) Chairman of the Board
Xavier D. Autrey Maza Vice Chairman of the Board
Manuel Ancira Elizondo (1) Director
Jorge Ancira Elizondo (1) Director
Juan Carlos Carredano Perez Real Estate Developer (3)
Sandra Lopez Benavides Private Investor (4)
Jim Pignatelli (2) Chairman and CEO of Tucson Electric Power
Company (5)
Javier Reyna Rodriguez Real Estate Developer (6)
----------------------
(1) Citizen of Mexico and the United States
(2) Citizen of the United States
(3) Owner of Grupo Barca, S.A. de C.V. The principal business of Grupo Barca,
S.A. de C.V. is real estate development, and its principal address is
Prolongacion Paseo de la Reforma #115, Oficina 1005, Colonia Paseo de las Lomas,
C.P. 01330, Mexico, D.F.
(4) The address of Sandra Lopez Benavides is Club Industrial, Av. Francisco
Javier Gamboa #2, Colonia Ladron de Guevara, Guadalajara, Jalisco, C.P. 44600.
(5) Tucson Electric Power Company is an electric utility, and its principal
business address is One South Church Avenue, Suite 100, Tucson, Arizona 85701.
(6) Owner of Fortec Construcciones de Monterrey, S.A. de C.V. The principal
business of Fortec Construcciones de Monterrey, S.A. de C.V. is real estate
development and construction, and its principal address is Rio San Lorenzo #440,
Colonia Fuentes del Valle, C.P. 66220, San Pedro Garza Garcia, Nuevo Leon.
Executive Officers of AHMSA
---------------------------
Name Principal Occupation and Title with AHMSA
Luis Zamudio Miechielsen Chief Executive Officer
Manuel Ancira Elizondo (1) Chief Operating Officer
Jorge Ancira Elizondo (1) Chief Financial Officer
Andres Gonzalez-Saravia Coss Legal Director
Miguel Elizondo Elizondo Director of Sales and Marketing
Carlos de Luna Valdes Director of Finance
Fernando Monroy Guajardo Director of Personnel (non-union)
Enrique Rivera Gomez Director of Personnel (union employees)
Carlos Guajardo Elizondo Director of Purchasing and Supply Contracts
Armando Ferriz Dominguez Technical Director and Director of Steel
Production
Jorge Ordonez Cortes Director of Raw Materials
Jose Guadalupe Duron Candela Director of Raw Materials Operations
Homero Menchaca Falcon Director of NASA
Abel Ayala Flores Director of Raw Materials Administration
----------------------
(1) Citizen of Mexico and the United States
SCHEDULE C
The name, business address and present principal occupation or employment
of each of the directors and executive officers of GAN are set forth below.
Except as otherwise noted, the business address of each person is c/o Altos
Hornos de Mexico, S.A. de C.V., Prolongacion Juarez S/N, Colonia La Loma,
Monclova, Coahuila 25770, Mexico. Except as indicated, each person is a citizen
of Mexico.
Directors and Executive Officers of GAN
---------------------------------------
Name Principal Occupation
Alonso Ancira Elizondo (1) Chairman of the Board of AHMSA
Xavier Autrey Maza Vice Chairman of the Board of AHMSA
Manuel Ancira Elizondo (1) Director
Jorge Ancira Elizondo (1) Director
Jorge Ordonez Cortes Director and Consultant (2)
Juan Carlos Carredano Perez Real Estate Developer (3)
Alfonso Lebrija Guiot Certified Public Accountant (4)
Telber Gustafson Business Promoter (5)
----------------------
(1) Citizen of Mexico and the United States
(2) The address of Jorge Ordonez Cortes is Av. de las Palmas No. 735-2O,
Colonia Lomas de Chapultepec, C.P. 11000, Mexico, D.F.
(3) See Schedule B above.
(4) Lebrija Alvarez y Compania, S.C. is an accounting firm, and its principal
business address is Tres Picos #79, Colonia Bosque de Chapultepec, C.P. 11580,
Delegacion Miguel Hidalgo, Mexico, D.F.
(5) The address of Telber Gustafson is Calzada de los Leones #115 Mezannine,
Colonia Las Aguilas, Mexico, D.F.
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.5 Promissory Note, dated as of October 17, 2006, issued by
Mexicans & Americans Trading Together, Inc. to Altos Hornos
de Mexico, S.A. de C.V.
99.6 Joint Filing Agreement, dated as of October 27, 2006, by and
between the Reporting Persons.