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): May 7, 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)
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
As previously reported on Registrant's Report on Form 8-K dated March 13, 2001,
Registrant secured a commitment for $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, as
amended by Amendment No. 1 to the Stock Purchase Agreement dated as of May 7,
2001, the Purchasers purchased 3,994,127 shares of Registrant's Class I Series B
Convertible Preferred Stock and 424,135 shares of Registrant's Class II Series B
Convertible Preferred Stock on May 7, 2001. All of the shares were purchased at
$3.50 per share. The Class I Series B Convertible Preferred Stock has full
voting rights and is convertible into one share of the Registrant's common
stock. The Class II Series B Convertible Preferred Stock has the same rights as
the Class I Series B Convertible Preferred Stock except that it may not vote for
the Board of Directors and is not convertible into Common Stock. Rather, at the
election of Purchasers, each share of the Class II Series B Convertible
Preferred Stock is convertible after one year into one share of Class I
Convertible Preferred Stock.
The Board of Directors of the Registrant has been increased to eight directors
from seven directors. The Purchasers are entitled to select three directors.
Further, the Casty Grantor Subtrust ("Casty") is entitled to appoint one
director and International Technology Investments, LC ("ITI") is entitled to
appoint one director. ITI and Casty are entitled to jointly select an additional
director. Also, ITI, Casty and the Purchasers are jointly entitled to select two
additional directors who qualify as "independent directors" in accordance with
Nasdaq rules. Effective with the purchase of the Series B Convertible Preferred
Stock, Zalman Lekach resigned as a director of the Registrant and Charles
Delaney and Patrick Delhougne were appointed as directors.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
Exhibit Number Description of Exhibit
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4.1 Amended Certificate of Designation, Powers, Preferences and
Rights of Series A Convertible Preferred Stock of the
Registrant
4.2 Certificate of Designation, Powers, Preferences and Rights
of Series B Convertible Preferred Stock of the 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 May 7, 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 Amendment No. 1 to Purchase Agreement dated as of May 7,
2001, among the Registrant, UBS Capital Americas III, L.P.
and UBS Capital LLC
10.4 Amended and Restated Registration Rights Agreement dated as
of May 7, 2001, among Registrant, UBS Capital Americas III,
L.P., UBS Capital LLC, International Technology
Investments, LC, and Casty Grantor Subtrust
99.1 Press Release dated May 8, 2001
*Incorporated by reference to Registrant's Report on Form 8-K dated March 13,
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: May 10, 2001
IFX CORPORATION
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 Amended Certificate of Designation, Powers, Preferences and
Rights of Series A Convertible Preferred Stock of the
Registrant
4.2 Certificate of Designation, Powers, Preferences and Rights
of Series B Convertible Preferred Stock of the 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 May 7, 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 Amendment No. 1 to Purchase Agreement dated as of May 7,
2001, among the Registrant, UBS Capital Americas III, L.P.
and UBS Capital LLC
10.4 Amended and Restated Registration Rights Agreement dated as
of May 7, 2001, among Registrant, UBS Capital Americas III,
L.P., UBS Capital LLC, International Technology
Investments, LC, and Casty Grantor Subtrust
99.1 Press Release dated May 8, 2001
*Incorporated by reference to Registrant's Report on Form 8-K dated March 13,
2001