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): June 20, 2002
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
15050 NW 79/th/ Court
Miami Lakes, Florida 33016
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(305) 512-1100
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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.
(a) On June 20, 2002, Charles Delaney and Charles W. Moore, who served as two of
the four members of Registrant's Board of Directors selected by the holders of
the Registrant's Convertible Preferred Stock pursuant to the Registrant's
Restated Certificate of Incorporation, were replaced on Registrant's Board of
Directors by Richard Capone and George Duarte, both partners in UBS Capital
Americas.
(b) As previously reported on Registrant's Report on Form 8-K dated February 19,
2002, pursuant to a Stock Purchase Agreement dated as of February 19, 2002, UBS,
International Technology Investments LC ("IT"), LSC, LLC ("LSC"), and Jak
Bursztyn ("Bursztyn") (collectively, the "Purchasers") agreed to invest a total
of $5 million and surrender shares of Registrant's preferred stock and Common
Stock in exchange for Registrant's newly-issued Series D Convertible Preferred
Stock ("Series D Preferred Stock"). ITI is an affiliate of Michael Shalom, Chief
Executive Officer of the Registrant.
On June 28, 2002, the Purchasers purchased 6,432,608 shares of Series D
Preferred Stock. Each share of Series D Preferred Stock is convertible into two
shares of Registrant's Common Stock. The Series D Preferred Stock carries a
liquidation preference such that, upon a bankruptcy, liquidation, dissolution or
winding up of Registrant, each holder of Series D Preferred Stock will be
entitled to receive a Stated Preference of $6.00 per share plus 10% of such
amount per annum from the date of issuance and will also participate with the
holders of Common Stock after the Purchasers receive their liquidation
preference and accrued dividends, provided that the maximum amount which can be
received with respect to the Series D Preferred Stock after taking into account
the participation feature is limited to 3-1/2 times the Stated Preference.
In this transaction, UBS Capital invested approximately $3.33 million in cash
and surrendered 750,000 shares of Series C Preferred Stock in exchange for
approximately 4.6 million shares of newly issued Series D Preferred Stock. Each
of ITI and LSC invested approximately $812,500 in cash and surrendered
approximately 333,000 shares of Common Stock in exchange for approximately
850,000 shares of Series D Preferred Stock. Bursztyn invested approximately
$40,000 in cash and surrendered approximately 17,000 shares of Common Stock in
exchange for approximately 43,000 shares of Series D Preferred Stock.
Registrant now has approximately 41.5 million shares of Common Stock outstanding
assuming all of Registrant's convertible preferred stock were converted into
Common Stock. On June 27, 2002, Registrant amended its Restated Certificate of
Incorporation to increase the number of shares of Common Stock authorized from
60 million to 110 million and increase the number of shares of preferred stock
authorized from 20 million to 40 million.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
Exhibit Number Description of Exhibit
3.1 Amendment to Restated Certificate of Incorporation of
Registrant
4.1 Certificate of Designation, Powers, Preferences and Rights
of Series D Convertible Preferred Stock of Registrant
10.1 Fourth Amended and Restated Stockholders Agreement dated
as of June 28, 2002, among Registrant, UBS Capital
Americas III, L.P., UBS Capital LLC, International
Technology Investments, LC, Joel Eidelstein, Michael
Shalom, LSC, LLC, Jak Bursztyn and Lee S. Casty
10.2 Third Amended and Restated Registration Rights Agreement
dated as of June 28, 2002, among Registrant, UBS Capital
Americas III, L.P., UBS Capital LLC, International
Technology Investments, LC, LSC, LLC, Jak Bursztyn and Lee
S. Casty
10.3 Amended and Restated Put Agreement dated as of June 28,
2002, among Registrant, UBS Capital Americas III, L.P. and
UBS Capital LLC
99.1 Press Release dated July 3, 2002
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: July 3, 2002
Exhibit Index
Exhibit
Number Description
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3.1 Amendment to Restated Certificate of Incorporation of Registrant
4.1 Certificate of Designation, Powers, Preferences and Rights of
Series D Convertible Preferred Stock of Registrant
10.1 Fourth Amended and Restated Stockholders Agreement dated as of
June 28, 2002, among Registrant, UBS Capital Americas III, L.P.,
UBS Capital LLC, International Technology Investments, LC, Joel
Eidelstein, Michael Shalom, LSC, LLC, Jak Bursztyn and Lee S.
Casty
10.2 Third Amended and Restated Registration Rights Agreement dated as
of June 28, 2002, among Registrant, UBS Capital Americas III,
L.P., UBS Capital LLC, International Technology Investments, LC,
LSC, LLC, Jak Bursztyn and Lee S. Casty
10.3 Amended and Restated Put Agreement dated as of June 28, 2002,
among Registrant, UBS Capital Americas III, L.P. and UBS Capital
LLC
99.1 Press Release dated July 3, 2002