UNITED STATES
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): October 11, 2001
IFX Corporation
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(Exact name of Registrant as Specified in Its Charter)
Delaware 0-15187 36-3399452
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(State or Other Jurisdiction of (Commission file number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
IFX Corporation
15050 NW 79/th/ Court
Miami Lakes, Florida 33016
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(305) 512-1100
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(Registrant's Telephone Number, Including Area Code)
707 Skokie Blvd., 5/th/ Floor
Northbrook, Illinois 60062
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Pursuant to a Stock Purchase Agreement dated as of October 11, 2001, UBS Capital
Americas III, L.P. and UBS Capital LLC (collectively, the "Purchasers") agreed
to invest an additional $7 million of cash and surrender 1.5 million shares of
the Registrant's Common Stock currently held by the Purchasers in exchange for
approximately 3.8 million shares of newly issued Series C Preferred Stock of the
Registrant. Each share of Series C Preferred Stock will initially be convertible
into one share of Common Stock. The Series C Preferred Stock carries a
liquidation preference such that, upon a bankruptcy, liquidation, dissolution or
unwinding of the Registrant, each holder of Series C Preferred Stock will be
entitled to receive $3.00 per share plus 10% of such amount per annum from the
date of issuance (the "Stated Preference") and will also participate with the
holders of Common Stock after the Purchasers receive their liquidation
preference and accrued dividends, provided that the maximum amount which can be
received with respect to the Series C Preferred Stock after taking into account
the participation feature is limited to 3-1/2 times the Stated Preference.
The Purchasers' investment in Registrant is expected to close promptly following
Registrant's annual meeting (which is expected to occur on or before December
10, 2001) and the completion of other customary closing conditions. The
Purchasers and certain other shareholders of Registrant (together constituting
holders of a majority of the outstanding voting shares) have entered into a
Voting Agreement obligating them to vote in favor of this transaction. This
investment will cause the conversion ratio of the approximately 2 million shares
of Series A Preferred Stock held by the Purchasers to be adjusted so that each
share of Series A Preferred Stock will be convertible into approximately 4.1
shares of Common Stock, rather than 3.52 shares of Common Stock as currently
provided. This investment will also cause the conversion ratio of the
approximately 4.4 million shares of Series B Preferred Stock held by the
Purchasers to be adjusted so that each share of Series B Preferred Stock will be
convertible into approximately 1.167 shares of Common Stock, rather than one
share of Common Stock as originally provided. The terms of both the Series A and
B preferred shares will be amended to add the same limited participation feature
as in the Series C Preferred Stock. As part of this transaction, Registrant will
also provide the Purchasers with the ability to exchange their equity investment
in Tutopia.com, Inc. (in which Registrant holds a minority investment) for
additional shares of Registrant preferred stock within one year of closing.
After the purchase of the Series C Preferred Stock, the Purchasers will own
approximately 57% of the shares of Registrant (assuming conversion of all
Registrant convertible preferred stock into Common Stock) and will be entitled
to appoint a majority of the Registrant's Board of Directors. After the close of
this investment, Registrant would have approximately 30 million shares of Common
Stock outstanding if all of Registrant's convertible preferred stock were
converted into Common Stock.
As a result of the transaction, the Registrant anticipates increasing the number
of shares of Common Stock authorized from 50 million to 60 million and
increasing the number of shares of preferred stock authorized from 10 million to
20 million.
The Purchasers have advanced $1,000,000 to the Registrant prior to the closing
of the transaction and may, but are not required to, make additional advances
prior to the closing. At closing, the outstanding principal will be applied to
the Series C Preferred Stock purchase price and the outstanding interest will be
applied to purchase additional shares of the Series C Preferred Stock at a price
of $3.00 per share.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
Exhibit Number Description of Exhibit
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9.1 Voting Agreement dated as of October 11, 2001, among
Registrant, Michael Shalom, Joel Eidelstein, UBS
Capital Americas III, L.P., UBS Capital LLC,
International Technology Investments, LC, and Lee S.
Casty
10.1 Series C Convertible Preferred Stock Purchase Agreement
dated as of October 11, 2001, among the Registrant, UBS
Capital Americas III, L.P. and UBS Capital LLC
10.2 Promissory Note dated October 11, 2001 from the
Registrant to UBS Capital LLC in the amount of $50,000
10.3 Promissory Note dated October 11, 2001 from the
Registrant to UBS Capital Americas III, L.P. in the
amount of $950,000
99.1 Press Release dated October 15, 2001
SIGNATURES
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.
IFX Corporation
By: /s/ Joel Eidelstein
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Joel Eidelstein,
President
Date: October 22, 2001
IFX CORPORATION
EXHIBIT INDEX
Exhibit Number Description of Exhibit
9.1 Voting Agreement dated as of October 11, 2001, among
Registrant, Michael Shalom, Joel Eidelstein, UBS
Capital Americas III, L.P., UBS Capital LLC,
International Technology Investments, LC, and Lee S.
Casty
10.1 Series C Convertible Preferred Stock Purchase Agreement
dated as of October 11, 2001, among the Registrant, UBS
Capital Americas III, L.P. and UBS Capital LLC
10.2 Promissory Note dated October 11, 2001 from the
Registrant to UBS Capital LLC in the amount of $50,000
10.3 Promissory Note dated October 11, 2001 from the
Registrant to UBS Capital Americas III, L.P. in the
amount of $950,000
99.1 Press Release dated October 15, 2001