UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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QUEPASA CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
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65-0841549
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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324 Datura Street, Suite 114, West Palm Beach, Florida 33401
(Address of Principal Executive Offices) (Zip Code)
2006 Stock Incentive Plan
(Full title of the plan)
Michael Matte
324 Datura Street, Suite 114, West Palm Beach, Florida 33401
(Name and address of agent for service)
(561) 366-1249
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price
per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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Common Stock, $0.001 par value
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2,000,000
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$6.495
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$12,990,000
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$1,508.14
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of common stock that may become issuable as a result of stock splits, stock dividends or similar transactions under certain anti-dilution provisions.
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(2)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) based on the average of the bid and asked prices of the registrant’s common stock as reported on the NYSE Amex on June 28, 2011.
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INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.
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This prospectus relates to the registration of additional shares of common stock issuable under the 2006 Stock Incentive Plan, or the Plan. The Plan has been amended to increase the number of shares available by 2,000,000 shares.
We will send or give the documents containing the information specified in Part I of Form S-8 to employees, directors and consultants as specified by the Securities and Exchange Commission, or the SEC, Rule 428(b)(1) under the Securities Act of 1933, or the Securities Act.
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Item 2.
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Registrant Information and Employee Plan Annual Information.
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We will furnish without charge to each person to whom the prospectus is delivered, upon the oral or written request of such person, a copy of any and all of the documents incorporated by reference (other than exhibits to such documents). Requests should be directed to the attention of Michael Matte, Quepasa Corporation, 324 Datura Street, Suite 114, West Palm Beach, Florida 33401 or at (561) 366-1249.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents have been filed by Quepasa Corporation with the SEC, under the Securities Exchange Act of 1934, or the Exchange Act, and are incorporated herein by reference:
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Our Annual Report on Form 10-K for the year ended December 31, 2010, filed on February 7, 2011 (Commission File Number: 001-33105);
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 11, 2011 (Commission File Number: 001-33105);
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Our Current Reports on Form 8-K filed on June 10, 2011 and May 13, 2011 (Commission File Number: 001-33105);
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above;
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The description of our common stock contained in the Registration Statement on Form SB-2 filed on June 21, 2004 (Commission File Number: 333-116678), including any amendments or reports filed for the purpose of updating such description; and
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All documents subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, from the date of filing of such documents.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers.
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The contents of Item 6 in Form S-8 filed on October 3, 2007 (Commission File Number 333-146486) are incorporated by reference herein except our officers are not liable for monetary damages for breach of their fiduciary duty to the fullest extent permitted by Nevada Law.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
A list of exhibits is set forth on the Exhibit Index that immediately precedes the exhibits and which is incorporated by reference herein.
(1) The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on July 1, 2011.
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Quepasa Corporation
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By:
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/s/ John C. Abbott
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John C. Abbott
Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signatures
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Title
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Date
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/s/ John C. Abbott
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Chairman of the Board of Directors
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July 1, 2011
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John C. Abbott
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/s/ Michael D. Matte
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Chief Financial Officer (Principal Financial
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July 1, 2011
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Michael D. Matte
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Officer and Principal Accounting Officer)
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Alonso Ancira
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Director
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/s/ Lars Batista
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Director
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July 1, 2011
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Lars Batista
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/s/ Ernesto Cruz
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Director
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July 1, 2011
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Ernesto Cruz
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Malcolm Jozoff
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Director
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Lionel Sosa
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Director
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/s/
Jill Syverson-Stork
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Director
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July 1, 2011
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Jill Syverson-Stork
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EXHIBIT INDEX
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Exhibit
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Incorporated by Reference
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Filed or Furnished
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No.
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Exhibit Description
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Form
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Date
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Number
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Herewith
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4.1
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Amendment to 2006 Stock Incentive Plan
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Filed
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5.1
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Opinion of Harris Cramer LLP
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Filed
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23.1
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Consent of Harris Cramer LLP ***
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Filed
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23.2
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Consent of Salberg & Company, P.A.
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Filed
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*** Contained in Exhibit 5.1.
6
Exhibit 5.1
3507 Kyoto Gardens Dr., Ste. 320
Palm Beach Gardens, FL 33410
Tel: (561) 689-4441
Fax: (561) 659-0701
www.harriscramer.com
July 1, 2011
Quepasa Corporation
324 Datura Street, Suite 114
West Palm Beach, FL 33401
Attention: Mr. John Abbott, Chief Executive Officer
Re: Quepasa Corporation / Form S-8
Dear Mr. Abbott:
You have advised us that Quepasa Corporation (the “Company”) is filing with the Securities and Exchange Commission a Registration Statement Form S-8 (the “Registration Statement”) with respect to 2,000,000 shares of common stock, $0.001 par value per share, issuable under the Company’s 2006 Stock Incentive Plan (the “Plan”).
In connection with the filing of this Registration Statement, you have requested us to furnish you with our opinion as to the legality of (i) such of the Company’s shares of common stock and preferred stock as are presently outstanding and (ii) such securities as shall be offered by the Company itself pursuant to the Prospectus which is part of the Registration Statement.
You have advised us that as of June 30, 2011, the Company’s
authorized capital consists of (i) 50,000,000 shares of Common Stock, $0.001 par value, of which 16,643,281 shares
are issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value, of which no shares are issued and outstanding. You have further advised us that the Company has received valid consideration for the issuance of these shares. You have further advised us that an additional 2,000,000 shares have been reserved for issuance under the Plan.
After having examined the Company’s articles of incorporation, bylaws, minutes and the Plan and the financial statements incorporated by reference into the Registration Statement, we are of the opinion that the issued and outstanding shares of common stock are, fully paid and non-assessable, duly authorized and validly issued and the shares of common stock to be issued upon exercise of the options, will, upon payment of the exercise price, be fully paid and non-assessable, duly authorized and validly issued.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Securities and Exchange Commission thereunder.
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Very truly yours,
/s/ Harris Cramer LLP
Harris Cramer LLP
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