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): July 1, 1999
IFX Corporation
---------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 0-15187 36-3399452
---------- --------- ------------
(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
-----------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(847) 412-9411
----------------
(Registrant's Telephone Number, Including Area Code)
_______________________________________________________
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On June 30, 1999, IFX Corporation sold all of its shares of capital
stock of IFX Ltd., a British company, to The Park Trust. Prior to the sale, IFX
Corporation owned 50.1% and The Park Trust owned 49.1% of IFX Ltd.'s outstanding
capital stock. IFX Ltd. provides institutional brokerage and foreign exchange
services to clients in the foreign exchange and futures business. As
consideration for its shares of IFX Ltd., The Park Trust paid U.S.$1,950,000 to
IFX Corporation and agreed to pay IFX Corporation the sum of U.S.$500,000 (plus
interest at a rate of prime plus three-percent) on or before June 30, 2000. The
parties intended that the consideration paid to IFX Corporation for its shares
of IFX Ltd. would equal approximately one-half of the net book value of IFX Ltd.
as of June 30, 1999. The consideration payable to IFX Corporation is subject to
adjustment if and to the extent that, on or before the third anniversary of the
closing date, (i) the auditors of IFX Ltd. determine that the net book value
and/or the net profits of IFX Ltd. upon which the consideration paid to IFX
Corporation was calculated were incorrect, or (ii) The Park Trust sells any of
its shares of IFX Ltd. capital stock to a third party at a price per share that
is greater than the price per share paid by The Park Trust to IFX Corporation.
In addition, at the closing of such sale IFX Corporation was issued one
redeemable preference share of IFX Ltd. (the "Preference Share"), which
represents all of the authorized and issued Preference Shares of IFX Ltd. The
Preference Share entitles IFX Corporation to receive, on a quarterly basis,
payments equal to 30% of the net profits of IFX Ltd. for each three-month period
commencing on July 1, 1999 and ending on June 30, 2002.
IFX Corporation's disposition of its shares of IFX Ltd. was effected
pursuant to that certain Share Sale Agreement dated June 30, 1999 and the
Written Resolutions of the Members of IFX Limited, copies of which are filed as
Exhibits 99.1 and 99.2 hereto and are incorporated herein by this reference. On
July 1, 1999, IFX Corporation issued a press release announcing the consummation
of this transaction, a copy of which is filed as Exhibit 99.3 and is
incorporated herein by this reference.
Item 7. Financial Statement and Exhibits
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Share Sale Agreement dated June 30, 1999
99.2 Written Resolutions of the Members of IFX Limited
99.3 Press release dated July 1, 1999
-1-
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
------------------------------
Joel Eidelstein,
President
Date: July 12, 1999
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Share Sale Agreement dated June 30, 1999
99.2 Written Resolutions of the Members of IFX Limited
99.3 Press release dated July 1, 1999
-2-