UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended June 30, 2001 or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number 0-15187
IFX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 36-3399452
- --------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15050 NW 79th Court, Ste. 200
Miami Lakes, Florida 33016
(Address of principal executive offices) (Zip code)
(305) 512-1100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.02 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[_]
As of August 31, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $5,500,000 based on the $1.05
per share closing price on the NASDAQ National Market on such date.
As of August 31, 2001, there were 14,276,495 outstanding shares of the
Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
IFX Corporation, a Delaware corporation (the "Company"), hereby amends its
Annual Report on Form 10-K originally filed with the Securities and Exchange
Commission on October 15, 2001, pursuant to Instruction G (3) to Form 10-K by
completing Items 10 through 13 of Part III thereof.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 regarding directors and executive
officers of the Company is included in the "Directors and Executive Officers of
the Company" section of Part I, except that information regarding compliance
with Section 16(a) of the Exchange Act is set forth below.
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership and to provide copies of such reports to the Company and to
the Nasdaq Stock Market. Based solely on a review of the copies of such reports
furnished to the Company, or written representations that no reports on Form 5
were required, the Company believes that all officers, directors and 10%
beneficial owners complied with all Section 16(a) filing requirements during
fiscal year 2001.
ITEM 11. EXECUTIVE COMPENSATION
The following table presents the total compensation paid or accrued during
fiscal years 2001, 2000 and 1999 to each of our executive officers.
Summary Compensation Table
Annual Long Term
Compensation Compensation
------------ ------------
Year Ended Securities
Name and Principal Position June 30 Salary Bonus Underlying Options
- --------------------------- ------- ($) ($) (#)
------ ------ ----
Michael F. Shalom, CEO 2001 $237,500 $ 50,000 299,800
2000 $162,500 $ 50,000 30,000
1999 -- -- --
Joel M. Eidelstein, President 2001 $253,125 $ 61,827 28,500
2000 $150,000 $ 50,000 300,000
1999 $50,000 -- 300,000
Jose Leiman, CFO 2001 $225,792 $275,000 275,000
2000 $225,000 $ 25,000 227,500
1999 -- -- --
Zalman Lekach, COO/1/ 2001 $222,981 -- 192,500
2000 $151,200 $225,000 374,167
1999 $24,600 --
- -------------------------
/1/ Mr. Lekach resigned as the Chief Operating Officer of the Company on June
15, 2001 and his options granted during 2001 were forfeited on that date.
The following table sets forth information with respect to options that
were granted in fiscal year 2001 to our executive officers. No stock
appreciation rights ("SARs") were granted to any of the persons listed in the
table below during fiscal year 2001.
Option Grants in Fiscal Year 2001
Number of Percent of
Securities Total Options Potential Realizable Value at
Underlying Granted To Exercise Assumed Annual Rates
Options Employees In Price Expiration Of Stock Price Appreciation
Name Granted Fiscal Year ($/Share) Date for Option Term (1)
---- ------- ----------- ------------ ---- -------------------
5% 10%
-- ---
Michael F. 74,800 6.05% 3.50 05/07/2011 -- $73,841
Shalom 225,000 18.21% 3.50 05/07/2011 -- $222,114
Joel M. 8,500 .68% 3.50 05/07/2011 -- $8,391
Eidelstein 20,000 1.62% 3.50 05/07/2011 -- $19,743
Jose Leiman 75,000 6.07% 3.50 05/07/2011 -- $74,038
50,000 4.05% 3.50 05/07/2011 -- $49,359
150,000 12.14% 3.50 05/07/2011 -- $148,076
Zalman 42,500 3.44% 3.50 05/07/2001* -- $41,955
Lekach 150,000 12.14% 3.50 05/07/2001* -- $148,076
* These options were forfeited by Mr. Lekach when he resigned on June 15, 2001.
(1) The amounts shown in these columns are the result of calculations at
assumed annual rates required by the SEC and are not intended to forecast
possible future appreciation, if any, of the price of the Company's Common
Stock. The Company did not use an alternative formula for a grant date
valuation, as the Company is not aware of any formula that will determine
with reasonable accuracy a present value based on future unknown or
volatile factors.
The following table sets forth information with respect to the values at
fiscal year-end of unexercised options to purchase shares of the Company's
Common Stock held by each of the executive officers named in the Summary
Compensation Table above. No stock options were exercised by any of our
directors or executive officers during fiscal year 2001.
Fiscal Year-End Option Values
Number of Securities
Underlying Unexercised Value of unexercised
Options/SARs at in-the-money options/SARs
June 30, 2001 at June 30, 2001
Name Shares Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- Acquired on -------------- ------------------------- -------------------------
Exercise ($) ($)
---------- --- ---
Michael F. Shalom 0 0 14,802 / 314,998 0 / 0
Joel M. Eidelstein 0 0 448,021 / 160,479 0 / 0
Jose Leiman 0 0 105,997 / 358,420 0 / 0
Zalman Lekach 0 0 0 / 0 0 / 0
Compensation of Directors
Directors do not receive cash compensation in connection with their duties
as directors, but may be reimbursed for expenses incurred by them in connection
with their services as directors.
The Company grants stock options under our Directors Stock Option Plan to
each director who is not an IFX employee and who is not a beneficial owner of 5%
or more of the Company's Common Stock (as determined in accordance with Rule
13d-3 of the Securities Exchange Act of 1934). Under this plan, we grant each
non-employee director an option to buy 450 shares of our Common Stock when the
director is first elected and an option to buy an additional 450 shares of
Common Stock at each annual meeting until he or she is no longer a director. If
a director serves on a committee of the board, he or she is granted an
additional option to buy 75 shares for each year of service. The exercise price
for the options is equal to 100% of the fair market value of our Common Stock on
the date of grant. The options cannot be exercised until six months after the
date of grant. Each option terminates on the earlier of a director's termination
for cause, one year after a director's death, or ten years from the date of
grant. Mr. Myers and Mr. Meyer have each been granted options to purchase 1,200
shares of Company Common Stock for their services as directors since November 9,
1999. Mr. Delhougne was granted 450 shares upon his election to the Board on May
2, 2001. Mr. Eidelstein and Mr. Shalom, as employees, and Mr. Delaney, Mr. Moore
and Mr. Lama, as 5% or more beneficial owners, did not receive any options under
the plan.
Employment and Change of Control Agreements
Mr. Eidelstein serves as the President of the Company for a three-year term
which began January 1, 2000 pursuant to an employment agreement dated as of May
7, 2001. The term of the employment agreement is subject to automatic extensions
unless notified otherwise by either the Company or Mr. Eidelstein. Mr.
Eidelstein's base salary is $250,000. He is eligible to receive a $50,000 bonus
per year if certain performance criteria are met. If Mr. Eidelstein is
involuntarily terminated during the term of the employment agreement (except for
cause) he receives a lump sum amount of accrued but unpaid salary and a pro-rata
bonus and all of his options immediately vest. He also receives an amount equal
to the product of the number of whole and fractional years remaining until the
end of the employment agreement's term multiplied by his annualized current
salary plus bonus for the prior year. If Mr. Eidelstein is terminated within two
years after a "Change of Control", he receives an amount equal to the product of
the number of whole and fractional years remaining until the end of the
employment agreement's term multiplied by three times his annualized current
salary and highest previous annual bonus. The agreement prohibits Mr. Eidelstein
from disclosing confidential information regarding the Company, and during the
period of his employment with the Company and for one year thereafter, being
involved in any capacity with any business competitive with the Company in the
United States, Latin America or in any other market in which the Company is then
conducting business.
Mr. Shalom serves as the Chief Executive Officer of the Company for a
three-year term which began January 1, 2000 pursuant to an employment agreement
dated as of May 7, 2001. The term of the employment agreement is subject to
automatic extensions unless notified otherwise by either the Company or Mr.
Shalom. Mr. Shalom's base salary is $250,000. He is eligible to receive a
$50,000 bonus per year if certain performance criteria are met. If Mr. Shalom is
involuntarily terminated during the term of the employment agreement (except for
cause) he receives a lump sum amount of accrued but unpaid salary and a pro-rata
bonus and all of his options immediately vest. He also receives an amount equal
to the product of the number of whole and fractional years remaining until the
end of the employment agreement's term multiplied by his annualized current
salary plus bonus for the prior year. If Mr. Shalom is terminated within two
years after a "Change of Control", he receives an amount equal to the product of
the number of whole and fractional years remaining until the end of the
employment agreement's term multiplied by three times his annualized current
salary and highest previous annual bonus. The agreement prohibits Mr. Shalom
from disclosing confidential information regarding the Company, and during the
period of his employment with the Company and for one year thereafter being
involved in any capacity with any business competitive with the Company in the
United States, Latin America or in any other market in which the Company is then
conducting business.
Jose Leiman serves as the Chief Financial Officer of the Company pursuant
to a two-year employment agreement which commenced on May 7, 2001. The term of
the employment agreement is subject to automatic extension unless notified
otherwise by either the Company or Mr. Leiman. Mr. Leiman's base salary is
$235,000 per year for the first year of the agreement and $260,000 per year
thereafter. He received a performance bonus of $250,000 for his service during
the past two years and will receive a minimum bonus of $50,000 per fiscal year
up to a maximum of $125,000 per year. If Mr. Leiman is involuntarily terminated
during the term of the employment agreement (except for "cause"), he receives a
lump sum amount of accrued but unpaid salary and a pro-rata bonus and all of his
options under the 1998 Stock Option Plan immediately vest. He also receives an
amount equal to the product of the number of whole and fractional years
remaining until the end of the employment agreement's term multiplied by his
annualized current salary plus bonus for the prior year. If Mr. Leiman is
terminated within two years after a "Change of Control" (as defined in the
employment agreement), he receives an amount equal to the product of the number
of whole and fractional years remaining until the end of the employment
agreement's term multiplied by three times his annualized current salary and
highest previous annual bonus. The agreement prohibits Mr. Leiman from
disclosing confidential information regarding the Company, and during the period
of his employment with the Company and for one year thereafter from being
involved in any capacity with any business competitive with the Company in the
United States, Latin America or in any other market in which the Company is then
conducting business.
Under the agreements of Messrs. Eidelstein, Shalom and Leiman, a "Change in
Control" means the occurrence of any one of the following events: (a) any
consolidation, merger or other similar transaction involving IFX, if following
which the stockholders of IFX immediately prior to such transaction fail to hold
more than 50% of the outstanding voting securities of the continuing or
succeeding corporation in substantially the same proportions, or which
contemplates that all or substantially all of the business and/or assets of IFX
will be controlled by another corporation; (b) any sale, lease, exchange or
transfer (in one transaction or series of related transactions) of all or
substantially all of the assets of IFX; (c) approval by the stockholders of IFX
of any plan or proposal for the liquidation or dissolution of IFX, unless such
plan or proposal is abandoned within 60 days following such approval; (d) the
acquisition by any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934), or two or more Persons acting in
concert, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of the outstanding shares of voting stock
of IFX; provided, however, that for purposes of the foregoing, "person" excludes
UBS Capital Americas III, L.P., UBS Capital, LLC, Lee S. Casty, the Casty
Grantor Subtrust, International Technology Investments, LC or any of their
Affiliates, any underwriter purchasing shares of IFX with the intent of
reselling them, or (e) if, during any period of 24 consecutive calendar months
commencing on the date of this Agreement, those individuals (the "Continuing
Directors") who either (i) were directors of IFX on the first day of each such
period, or (ii) subsequently became directors of IFX and whose actual election
or initial nomination for election subsequent to that date was approved by a
majority of the Continuing Directors then on the board of directors of IFX,
cease to constitute a majority of the board of directors of IFX.
On June 15, 2001, IFX entered into a Payment and Release Agreement with
Zalman Lekach, the Company's Chief Operating Officer, who voluntarily resigned
from IFX. Under the terms of this Payment and Release Agreement, Mr. Lekach
received a severance payment of $41,236.21 and the right to exercise vested
options in the amount of 263,030 at exercise prices ranging from $8.75 to $20.00
was extended until June 30, 2003. Mr. Lekach released IFX from any claims he may
have against IFX.
Compensation Committee Interlocks and Insider Participation
The current members of the compensation committee are George Myers, Burton
J. Meyer and Charles W. Moore. Mr. Meyer previously served as an officer of IFX
from 1987 to June 1996. On July 1, 1996, IFX sold assets to E.D.& F. Man
International, Inc. Burton J. Meyer, served as Executive Vice President of E.D.&
F. Man International, Inc. from July 1996 to June 30, 2000.
Mr. Delaney is the Chief Executive Officer, Mr. Moore is a director and Mr.
Lama a principal, of UBS Capital Americas, LLC, an affiliate of UBS Capital
Americas III, L.P. and UBS Capital LLC, which together
purchased $25 million of IFX Preferred Stock in June and July 2000 (UBS received
a $750,000 private equity fee in connection with this transaction), $15.4
million of IFX Preferred Stock in May 2001 (UBS received a $462,000 private
equity fee in connection with this transaction), $15 million of preferred
stock in Tutopia.com, Inc. in August 2000 and $1.83 million of Tutopia Preferred
stock in May, 2001. If approved at the Annual Meeting, UBS will purchase IFX
Preferred Stock in exchange for $7 million and 1.5 million shares of Common
Stock currently owned by UBS. UBS will have the right to put its interest in
Tutopia to IFX in exchange for additional IFX Preferred Stock Mr. Delaney, Mr.
Moore and Mr. Lama have an investment interest in UBS and thus may benefit from
transactions between UBS on the one hand and IFX and its subsidiaries on the
other.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial
ownership of the outstanding common stock of the Company as of November 1, 2001
by (a) each of our directors and executive officers, (b) all of our directors
and executive officers as a group and (c) each person known by the Company to
own more than five percent of the Common Stock of the Company.
Amount and Nature of Approximate Percent of
Name / Address (1) Beneficial Ownership Class
Michael Shalom 4,510,201 (2) 31.57%
Joel Eidelstein 383,245 (3) 2.62%
Jose Leiman 105,997 (4) *
Burton J. Meyer 366,012 (5) 2.56%
George A. Myers 7,933 (6) *
Lee S. Casty(7) 2,961,410 20.74%
International Technology Investments LC (8) 4,500,000 31.52%
Mark Lama(9) 12,636,984 (11) 49.71%
Charles Moore(9) 12,636,984 (11) 49.71%
Charles Delaney(9) 12,636,984 (11) 49.71%
UBS Capital Americas III(9) 12,636,984 (11) 49.71%
Patrick Delhougne 450 (10) *
- -----------------------------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP 18,010,822 69.57%
* Less than one percent.
(1) The business address for Joel Eidelstein, Michael Shalom, Burton Meyer, and
George Myers is in care of IFX, 15050 N.W. 79 Court, Suite 200, Miami
Lakes, Florida 33016.
(2) Includes 10,201 shares subject to an option which is currently exercisable
and 4,500,000 shares of Common Stock held by International Technology. Mr.
Shalom may be deemed to be an affiliate of International Technology and,
accordingly, Mr. Shalom may be deemed to beneficially own the shares of
Common Stock held by such entity.
(3) Includes 351,750 shares of Common Stock subject to an option granted to Mr.
Eidelstein pursuant to the IFX 1998 Stock Option and Incentive Plan, which
option currently is exercisable.
(4) Consists of 105,997 shares of Common Stock that Mr. Leiman may acquire upon
exercise of currently exercisable options granted to him pursuant to our
Option Plan.
(5) Includes 1,200 shares of Common Stock that Mr. Meyer may acquire upon
exercise of options granted to him by the Company, which options are
currently exercisable. Also includes 237,812 shares of Common Stock that
Mr. Meyer owns jointly with his spouse and 27,000 shares of Common Stock
owned by Mr. Meyer's Individual Retirement Account.
(6) Consists of 6,733 shares of Common Stock held on behalf of Mr. Myers' minor
children under the Uniform Gifts to Minors Act, and 1,200 shares of Common
Stock that Mr. Myers may acquire upon exercise of an option granted to him
by the Company, which option is currently exercisable.
(7) Lee S. Casty's address is 707 Skokie Blvd., 5th Floor, Northbrook, IL
60062.
(8) ITI's address is in care of Adorno & Zeder, 2801 S. Bayshore Drive, Suite
1600, Miami, Florida 33133.
(9) The address of Mark Lama, Charles Moore, Charles Delaney and UBS Capital
Americas III is 299 Park Avenue, New York, New York 10171.
(10) Consists of 450 shares of Common Stock that Mr. Delhougne may acquire upon
exercise of an option granted to him by the company. The address of Patrick
Delhougne is 245 Park Avenue, 33rd Floor, New York, New York 10167.
(11) 2,030,869 of these shares are shares of Series A Preferred Stock, each
share of which is convertible into approximately 3.52 shares of Common
Stock; 3,994,127 of these shares are shares of Class I Series B Preferred
Stock which are convertible on a one-for-one basis into Common Stock. This
includes 176,544 shares of Series A Preferred Stock and 199,706 shares of
Class I Series B Preferred Stock owned by UBS Capital LLC, an affiliate of
UBS Capital Americas III. Mark Lama, Charles Delaney and Charles Moore, as
principals of an affiliate of UBS Capital Americas, may be deemed to
beneficially own the shares held by UBS. Charles Delaney, Mark Lama and
Charles Moore disclaim such ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Facilito.com. IFX owns approximately a 49.9% interest in Facilito, a
company which provides e-commerce solutions. The remaining 50.1% interest in
Facilito is held by The Intcomex Group. The Intcomex Group is owned by family
members of Michael Shalom, IFX's Chief Executive Officer. Facilito is currently
in the process of redeeming the interest held by IFX for aggregate payments
equaling $75,000.
Yupi Shares. Pursuant to an Amended and Restated Stock Purchase Agreement,
dated as of June 12, 2000, between IFX Online, Inc., a subsidiary of the
Company, and Lee Casty, a significant stockholder of IFX, IFX Online sold a part
of its shares of Yupi Preferred Stock to Mr. Casty for a total purchase price of
$5 million. The proceeds were used for the Company's working capital. During
August 2001, a subsidiary of Microsoft Corporation acquired Yupi. IFX has
received approximately $46,000 with respect to this acquisition, of which
approximately $16,000 is payable to Casty.
UBS Capital Americas. Mr. Delaney is the President, Mr. Moore is a Partner
and Mr. Lama a principal, of UBS Capital Americas, LLC, an affiliate of UBS
Capital Americas III, L.P. and UBS Capital LLC, which together purchased $25
million of IFX Preferred Stock in June and July 2000 (UBS received a $750,000
private equity fee in connection with this transaction), $15.4 million of IFX
Preferred Stock in May 2001 (UBS received a $462,000 private equity fee in
connection with this transaction) $15 million of preferred stock in Tutopia.com,
Inc. in August 2000 and $1.83 million of Tutopia stock in May 2001. If approved
at the Annual Meeting, UBS will purchase IFX Preferred Stock in exchange for $7
million and 1.5 million shares of Common Stock currently owned by UBS. UBS will
have the right to put its interest in Tutopia to IFX in exchange for additional
IFX Preferred Stock. Mr. Delaney, Mr. Moore and Mr. Lama have an investment
interest in UBS and thus may benefit from transactions between UBS on the one
hand and IFX and its subsidiaries on the other.
Other Tutopia Share Purchases. On August 31, 2000, James Casty, a brother
of Lee S. Casty, a significant stockholder of the Company purchased 53,591
shares of preferred stock of Tutopia. On August 31, 2000, an entity controlled
by Lee Casty, purchased approximately 2,317,500 preferred shares of Tutopia.com,
Inc. in exchange for $4.9 million. The purchase was made pursuant to a private
placement of $20,000,000 of preferred stock of Tutopia.
Patrick A. Delhougne. In April 2001, the Company engaged Ray & Berndtson to
conduct an executive search for candidates for the Board of Directors of IFX.
The fees for this engagement were $50,000, plus expenses. Mr. Delhougne is a
partner in Ray & Berndtson.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
State of Florida, on November 12, 2001.
IFX CORPORATION
By:
/s/ Michael Shalom
--------------------------------
Michael Shalom,
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
* Chairman of the Board and President November 12, 2001
- ------------------------------ ----------------------
Joel M. Eidelstein
* Chief Executive Officer November 12, 2001
- ------------------------------ (Principal Executive Officer) ----------------------
Michael Shalom
* Chief Financial Officer November 12, 2001
- ------------------------------ (Principal Financial and Accounting ----------------------
Jose Leiman Officer)
* Director November 12, 2001
- ------------------------------ ----------------------
Charles Delaney
* Director November 12, 2001
- ------------------------------ ----------------------
Patrick Delhougne
* Director November 12, 2001
- ------------------------------ ----------------------
Mark O. Lama
* Director November 12, 2001
- ------------------------------ ----------------------
Burton J. Meyer
* Director November 12, 2001
- ------------------------------ ----------------------
Charles W. Moore
* Director November 12, 2001
- ------------------------------ ----------------------
George A. Myers
* By:/s/ Michael Shalom
--------------------------------
Michael Shalom,
Attorney in Fact