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 6, 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 October 6, 1999, IFX Corporation (the "Company"), through a wholly owned
subsidiary, Unete.com do Brasil S/C Ltda acquired all the issued and outstanding
ownership interests (quotas) of Conex Brasil S.A, W3 Informatica Ltda, K3
Informatica Ltda, and Conex Canoas Ltda., referred to collectively herein as the
"Conex Group", for aggregate consideration (including commissions) of
approximately $5.2 million, of which approximately $1.8 million was paid or is
payable in cash, approximately $3.3 million was paid or is payable by issuing
shares of the Company's common stock and assuming liabilities in the approximate
amount of $0.1 million. The purchase was determined through arms' length
negotiations with the sellers of the Conex Group, which are unrelated third
parties with respect to the Company. On October 8, 1999, IFX Corporation issued
a press release announcing the consummation of this transaction, a copy of which
is filed as Exhibit 99.1 and is incorporated herein by this reference. All of
originally executed, governing transaction documents are drafted in the
Portuguese language. Filed as Exhibit 99.2 is a fair and accurate English
translation of the originally executed Share Purchase Agreement.
Item 7. Financial Statement and Exhibits
(a) Financial Statements of Businesses Acquired
The required financial statements for the acquisition will be filed by
amendment hereto no later than sixty days after the date this report is required
to be filed.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by amendment
hereto no later than sixty days after the date this report is to be filed.
(c) Press Release
The press release announcing the acquisition of Conex Brasil S.A, W3
Informatica Ltda., K3 Informatica Ltda, and Conex Canoas Ltda is attached hereto
as Exhibit 99.1.
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Press release dated October 8, 1999
99.2 Share Purchase Agreement dated October 6, 1999
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: October 21, 1999
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Press release dated October 8, 1999
99.2 Share Purchase Agreement dated October 6, 1999