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): March 13, 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
707 Skokie Blvd., 5th Floor
Northbrook, Illinois 60062
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(847) 412-9411
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(Registrant's Telephone Number, Including Area Code)
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 13, 2001, Registrant secured a commitment for approximately $15.4
million in funding from UBS Capital Americas III, L.P. and UBS Capital LLC
(collectively, the "Purchasers"), to be used for working capital purposes.
Pursuant to the Stock Purchase Agreement dated as of March 13, 2001, by and
among Registrant and the Purchasers (the "Stock Purchase Agreement"), subject to
regulatory approval and other customary closing conditions, the Purchasers have
agreed to purchase 4,418,262 shares of IFX Series B Convertible Preferred Stock.
Each share of Series B Preferred Stock will have a purchase price of $3.50 and
will be convertible into one share of the Registrant's common stock.
The investment is expected to close after regulatory approval and other
customary closing conditions. The Board of Directors of the Registrant, as well
as shareholders of the Registrant having sufficient voting power to approve the
transaction, have already approved the transaction. This investment will also
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 3.52 shares of
the Registrant's common stock, rather than one share of the Registrant's common
stock as originally provided. After this investment, the Purchasers will own
approximately 50 percent of the voting shares of the Registrant, as well as be
entitled to appoint 3 out of Registrant's 7 directors. In addition, appointment
of a fourth director, who will be an independent director, will be subject to
the approval of the Purchasers and certain of Registrant's other principal
shareholders. After the close of the investment, Registrant expects to have
approximately 26 million shares of common stock outstanding assuming that all of
the Registrant's convertible preferred stock is converted into common stock.
In connection with the sale of the Series B Preferred Stock, Registrant has
agreed to (i) amend the IFX Corporation 1998 Stock Option and Incentive Plan
(the "1998 Option Plan") to, among other things, increase the number of shares
of Common Stock available for issuance under the 1998 Option Plan from 3,900,000
to 4,631,790 shares of Common Stock and (ii) adopt the IFX Corporation 2001
Stock Option Plan (the "2001 Plan").
Furthermore, on the closing of the sale of the Series B Preferred Stock, the
Purchasers and the Registrant have agreed to invest approximately $1.8 million
and $3.2 million, respectively, in Tutopia.com, Inc. ("Tutopia"), a former
indirect subsidiary of the Registrant.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
Exhibit Number Description of Exhibit
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4.1 Certificate Of Designation, Number, Powers, Preferences And Relative,
Participating, Optional And Other Rights Of Series B Convertible
Preferred Stock Of Registrant
4.2 Amended And Restated Certificate Of Designation, Number, Powers,
Preferences And Relative, Participating, Optional And Other Rights Of
Series A Convertible Preferred Stock Of Registrant
10.1 Second Amended And Restated Stockholders Agreement Among Registrant,
UBS Capital Americas III, L.P., UBS Capital LLC, International
Technology Investments, LC, Joel Eidelstein, Michael Shalom and Casty
Grantor Subtrust Dated as of March 13, 2001
10.2 Series B Convertible Preferred Stock Purchase Agreement dated as of
March 13, 2001 among the Registrant, UBS Capital Americas III, L.P.
and UBS Capital LLC
10.3 IFX Corporation 1998 Stock Option and Incentive Plan (as amended)
10.4 IFX Corporation 2001 Stock Option Plan
10.5 Amended And Restated Registration Rights Agreement dated as of March
13, 2001 among the Registrant, UBS Capital Americas III, L.P., UBS
Capital LLC, International Technology Investments, LC and the Casty
Grantor Subtrust
99.1 Press release dated March 14, 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:
IFX CORPORATION
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Certificate Of Designation, Number, Powers, Preferences And Relative,
Participating, Optional And Other Rights Of Series B Convertible
Preferred Stock Of Registrant
4.2 Amended And Restated Certificate Of Designation, Number, Powers,
Preferences And Relative, Participating, Optional And Other Rights Of
Series A Convertible Preferred Stock Of Registrant
10.1 Second Amended And Restated Stockholders Agreement Among Registrant,
UBS Capital Americas III, L.P., UBS Capital LLC, International
Technology Investments, LC, Joel Eidelstein, Michael Shalom and Casty
Grantor Subtrust Dated as of March 13, 2001
10.2 Series B Convertible Preferred Stock Purchase Agreement dated as of
March 13, 2001 among the Registrant, UBS Capital Americas III, L.P.
and UBS Capital LLC
10.3 IFX Corporation 1998 Stock Option and Incentive Plan (as amended)
10.4 IFX Corporation 2001 Stock Option Plan
10.5 Amended And Restated Registration Rights Agreement dated as of March
13, 2001 among the Registrant, UBS Capital Americas III, L.P., UBS
Capital LLC, International Technology Investments, LC and the Casty
Grantor Subtrust
99.1 Press release dated March 14, 2001