<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
IFX CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
IFX CORPORATION
200 W. ADAMS STREET
SUITE 1500
CHICAGO, ILLINOIS 60606
(312) 419-9530
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON DECEMBER 5, 1997
----------------
To: Shareholders of IFX Corporation
The annual meeting of the shareholders of IFX Corporation will be held at
the offices of Berger, Davis & Singerman, 200 S. Biscayne Boulevard, Suite
3410, Miami, Florida, on Friday, December 5, 1997, at 10:00 a.m., Eastern
Standard Time, for the following purposes:
1. To elect 4 directors to hold office during the year following the annual
meeting or until their successors are elected (Item No. 1 on proxy
card);
2. To authorize and approve a one-for-five reverse split of the Company's
common stock (Item No. 2 on proxy card);
3. To ratify the appointment of Arthur Andersen LLP as independent auditors
for the Company for the year ending June 30, 1998 (Item No. 3 on proxy
card); and
4. To transact such other business as may properly come before the meeting.
The close of business on November 5, 1997, has been fixed as the record date
for determining the shareholders entitled to receive notice of and to vote at
the annual meeting.
Accompanying this Notice and Proxy Statement is a copy of the Company's
Annual Report for the fiscal year ended June 30, 1997, as filed on Form 10-K.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christina S. Donka
_____________________________________
Christina S. Donka,
Secretary
Date: November 21, 1997
Chicago, Illinois
YOUR VOTE IS IMPORTANT
It is important that as many shares as possible be represented at the
annual meeting. Please date, sign, and promptly return the proxy in the
enclosed envelope. Your proxy may be revoked by you at any time before it
has been voted.
<PAGE>
IFX CORPORATION
200 W. ADAMS STREET
SUITE 1500
CHICAGO, ILLINOIS 60606
(312) 419-9530
----------------
PROXY STATEMENT
GENERAL
Solicitation of Proxies. This statement is furnished in connection with the
solicitation of proxies to be used at the Annual Shareholders Meeting (the
"Annual Meeting") of IFX Corporation (the "Company"), a Delaware corporation,
to be held on December 5, 1997 beginning at 10:00 a.m. Eastern Standard Time,
and at any postponements or adjournments thereof, for the purposes set forth
herein. The principal executive offices of the Company are located at 200 West
Adams Street, Suite 1500, Chicago, Illinois 60606. The proxy materials and a
copy of the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, are being mailed on or about November 10, 1997, to shareholders
of record at the close of business on November 5, 1997.
The solicitation of proxies on the enclosed form is made on behalf of the
Board of Directors of the Company.
Costs of Solicitation. The cost of preparing, assembling and mailing the
proxy material and of reimbursing brokers, nominees and fiduciaries for the
out-of-pocket and clerical expenses of transmitting copies of the proxy
material to the beneficial owners of shares held of record by such persons
will be borne by the Company. The Company does not intend to solicit proxies
other than by use of the mail, but certain officers and regular employees of
the Company or its subsidiaries, without additional compensation, may use
their personal efforts, by telephone or otherwise, to obtain proxies.
Stockholders Entitled to Vote and Outstanding Voting Shares. Only
shareholders of record at the close of business on November 5, 1997, are
entitled to notice of the Annual Meeting and to vote at the Annual Meeting or
any postponements or adjournments thereof. Each share of Common Stock has one
vote. As of September 30, 1997, there were 31,395,649 shares of the Company's
common stock issued and outstanding.
Quorum and Vote Required for Approval. A simple majority of the outstanding
shares is required to be present in person or by proxy at the meeting for
there to be a quorum for purposes of proceeding with the Annual Meeting. A
simple majority of the shares present in person or by proxy at the Annual
Meeting, at which a quorum is present, is required to elect directors.
Abstentions and withheld votes will be counted for purposes of determining if
a quorum is present and have the effect of votes against these matters. Broker
non-votes (shares held of record by a broker for which a proxy is not given)
will not be counted for purposes of determining a quorum, and, accordingly,
will not be counted for purposes of determining the vote on any matter
considered at the meeting.
Voting and Revoking Your Proxy. A shareholder signing and returning a proxy
on the enclosed form has the power to revoke it at any time before the shares
subject to it are voted by notifying the Secretary of the Company in writing
of such revocation or by attending the Annual Meeting in person and requesting
that the powers of the holders of such person's proxy be suspended. Without
such request, a proxy previously granted will not be revoked. If a shareholder
specifies how the proxy is to be voted with respect to any of the proposals
for which a choice is provided, the proxy will be voted in accordance with
such specifications. If a shareholder fails to so specify with respect to such
proposals, the proxy will be voted "FOR" the nominees for directors contained
in these proxy materials (Proposal No. 1) and "FOR" proposals 2 and 3.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Four directors will be elected at the Annual Meeting to serve for terms of
one year expiring on the date of the Annual Meeting in 1998. Each director
elected will continue in office until a successor has been elected and
qualified. If a nominee is unable to serve, which the Board of Directors has
no reason to expect, the persons named in the accompanying proxy intend to
vote for the balance of those named and, if they deem it advisable, for a
substitute nominee.
INFORMATION CONCERNING NOMINEES
The following is information concerning nominees for election as directors
of the Company. Each of such persons is presently serving as a director of the
Company.
JOEL EIDELSTEIN, age 30, was elected a Director of the Company effective
November, 1990. Mr. Eidelstein graduated from Brandeis University in May,
1988. Since June, 1988, until immediately prior to July 1, 1996, he was an
independent trader and floor manager with Index Futures Group, Inc. ("Index").
On November 19, 1996, Mr. Eidelstein was elected President and Chief Executive
Officer of the Company.
GEORGE MYERS, age 46, was elected a Director of the Company effective
November, 1990. Mr. Myers, since 1981, has been managing general partner of MC
Capital, a diversified real estate company with offices in Chicago, Illinois,
Phoenix, Arizona, and San Diego, California.
ZALMAN LEKACH, age 30, was elected a Director of the Company in February,
1997. Mr. Lekach is President and Chief Operating Officer of Parlux
Fragrances, Inc. ("Parlux"). He became a director and an executive in Parlux,
S.A., Parlux's French subsidiary, in May 1990. In May 1993, he resigned his
executive position and owned and operated a company exporting foods and
health/beauty aids to South America. In January, 1995, he rejoined Parlux as
its Chief Operating Officer and a director. In June 1996, Mr. Lekach also
assumed the position of President of Parlux.
COLLEEN M. RUGGIO, age 34, was elected a Director and Treasurer of the
Company in February, 1997. Ms. Ruggio has been an employee at Index since
January, 1985. She is currently pursuing a bachelors degree at DePaul
University in Chicago, Illinois.
Directors are elected on an annual basis. Each Director of the Company holds
office until the next annual meeting of shareholders or until that Director's
successor has been elected and qualified. At present, the Company's by-laws
provide for five Directors. Currently, there are four Directors, all of which
have been nominated for re-election to the Board. Officers of the Company are
elected by the Board of Directors on an annual basis and serve until the next
annual meeting of the Board of Directors and until their successors have been
duly elected and qualified. During the Company's last full fiscal year, there
were seven meetings of the Board of Directors held.
OTHER EXECUTIVE OFFICERS
CHRISTINA S. DONKA, age 30, was the Assistant Chief Financial Officer of the
Company from November, 1996, until June, 1997, when she became the Chief
Financial Officer and Secretary. Prior to joining the Company, she was an
experienced manager in the financial services division of Arthur Andersen LLP.
Ms. Donka is a Certified Public Accountant.
COMPENSATION OF DIRECTORS
Directors are not currently compensated in connection with their duties as
directors, but may be reimbursed for expenses incurred by them.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have standing audit, nominating or compensation
committees of the Board of Directors, or committees performing similar
functions. Following the Annual Meeting of Shareholders, the Board of
Directors intends to constitute an Audit Committee to be comprised of at least
two independent directors of the Company.
2
<PAGE>
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR ALL OF
THE NOMINEES FOR DIRECTOR.
STOCK OWNERSHIP BY MANAGEMENT AND OTHERS
The following table sets forth as of September 30, 1997, certain information
regarding the common stock beneficially owned by each director, the Company's
chief executive officer and the Company's three other most highly compensated
officers earning $100,000 or more. Also included are persons known by the
Company to own more than five percent or more of the common stock of the
Company and all present officers and directors as a group:
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------------ -------------------- -------
<S> <C> <C>
Lee S. Casty(1)............................. 15,464,453 49.26%
Burton J. Meyer(2).......................... 2,821,064 8.99%
Joel M. Eidelstein.......................... 127,975 .41%
George A. Myers............................. 8,000 .03%
Zalman Lekach............................... -- --
Michael J. Moss(3).......................... 1,801,063 5.74%
Colleen M. Ruggio........................... -- --
All officers and directors as a group (5
persons)................................... 135,975 .43%
</TABLE>
- --------
(1) c/o French-American Securities, Inc., 200 West Adams Street, Suite 1500,
Chicago, Illinois 60606. Mr. Casty may be deemed a parent and promoter of
the Company as those terms are defined under the Securities Act of 1933,
as amended.
(2) Includes 1,250,000 exercisable options, of which beneficial ownership can
be acquired. Resigned as a Director and executive officer of the Company
effective July 1, 1996.
(3) Ceased to be an executive officer effective July 1, 1996.
PROPOSAL TWO
A ONE-FOR-FIVE REVERSE SPLIT OF COMMON STOCK
In August, 1997, the NASDAQ Stock Market amended the requirements for
issuers, such as the Company, to maintain the listing of their securities on
the NASDAQ SmallCap Market. One of these requirements is that the market price
for the listed issuer's stock must remain above $1.00 per share. As of
November 10, 1997, the market price of the Company's stock was $.44 per share.
These new rules, including the minimum price per share rule, become effective
in February, 1998.
The Board of Directors of the Company has adopted a resolution, subject to
shareholder approval, to effect a one-for-five reverse split of the Common
Stock of the Company effective as soon as is practicable following shareholder
approval. This means that, on the effective date, five shares of the Company's
Common Stock will be combined by operation of law into one share. This should
result in a five-fold increase in the market price of the Common Stock,
although there is no assurance that such a result will occur.
To the extent that the one-for-five reverse split results in shareholders
receiving fractions of shares, the Company intends to pay cash for such
fractions in an amount per share equal to the mean between the bid and the
offer prices for the Company's Common Stock on the NASDAQ SmallCap Market on
the effective date. Fractional shares will not be issued.
3
<PAGE>
In addition, the one-for-five reverse split may result in certain
shareholders owning "odd lots", that is, less than one hundred shares of
Common Stock. In order to reduce the disproportionately high costs to the
Company of servicing numbers of such shareholder accounts, and to enable those
shareholders to dispose of their securities without incurring the brokerage
fees that normally attend odd-lot transactions, the Company will offer, in
compliance with applicable laws and regulatory requirements, to purchase from
its shareholders all odd lots (i.e., less than one hundred shares) based upon
the mean between the bid and offer prices on the date of purchase, without
commissions. Odd lot repurchases may be in addition to any open market
repurchase program the Company might undertake, though there is no assurance
that the Company will enter into any such open market repurchase program in
the future.
Management of the Company presently estimates that the one-for-five reverse
split and the attendant elimination of fractional shares and the elimination
of odd lots (to those shareholders accepting the Company's offer) should not
decrease the number of beneficial holders of its securities below that
required for periodic public reporting under the securities laws and should
concomitantly increase the market price to in excess of $1.00 per share,
although there is no assurance that either of the foregoing will occur.
Management of the Company feels if the one-for-five reverse is not
accomplished that, absent an increase in the market price of the Company's
Common Stock, the Company will not satisfy the newly adopted NASDAQ Stock
Market requirements to maintain a listing on the NASDAQ SmallCap Market,
although there is no assurance that this will occur even if the one-for-five
reverse split occurs. The benefits to shareholders of the Company remaining a
NASDAQ SmallCap Market listed company is the potential for market liquidity of
the Company's Common Stock, together with price "transparency" of having its
market price as readily available to the public through newspaper, electronic
media and otherwise.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED ONE-FOR FIVE
REVERSE STOCK SPLIT.
PROPOSAL THREE
SELECTION OF AUDITORS
The Board of Directors have elected and approved Arthur Andersen LLP as the
principal independent auditor to audit the financial statements of the Company
for fiscal 1998, subject to ratification by the shareholders. It is expected
that a representative of the firm of Arthur Andersen LLP will be present at
the annual meeting and will have an opportunity to make a statement if such
representative so desires and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR SUCH RATIFICATION.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth all cash compensation paid by the Company to
its chief executive officer and its three other most highly compensated
executive officers, exceeding $100,000, during the last three fiscal years.
<TABLE>
<CAPTION>
YEAR ENDED
NAME AND PRINCIPAL POSITION JUNE 30 SALARY BONUS
--------------------------- ---------- -------- -------
<S> <C> <C> <C>
Joel M. Eidelstein........................... 1997 $ 16,000 --
President & Director 1996 $ 68,000 --
1995 $ 68,000 --
Allyson D. Laackman(1)....................... 1997 $223,300 --
Chief Financial Officer 1996 $135,000 $74,700
1995 $133,200 $14,100
</TABLE>
4
<PAGE>
- --------
(1) Ms. Laackman earned a $38,800 bonus for fiscal 1994 and 1995, $24,700 of
which was paid in fiscal 1996. Also, Ms. Laackman earned a $50,000 bonus
for fiscal 1996, which was paid in fiscal 1996. Ms. Laackman resigned as
Chief Financial Officer in June, 1997.
EMPLOYMENT AGREEMENTS
Ms. Laackman's employment agreement, effective September 14, 1994, provided,
among other things, that she serve as the Company's Chief Financial Officer
for a base annual compensation of $135,000 for a term ending December 31,
1995. In addition to her base annual compensation, Ms. Laackman was entitled
to a discretionary bonus not to exceed 100% of her base salary.
Effective July 1, 1995, Ms. Laackman signed another employment agreement
which superseded the September 14, 1994 agreement. This agreement provided,
among other things, that she serve as the Company's Chief Financial Officer
for a base annual compensation of $135,000 for a term ending June 30, 1996. In
addition to her base annual compensation, Ms. Laackman was entitled to an
annual bonus if certain pre-tax earnings levels were achieved. Effective July
1, 1996, a new employment agreement was entered into, which superseded the
July 1, 1995 agreement. This agreement provided, among other things, that Ms.
Laackman continue to serve as the Company's Chief Financial Officer for
compensation based upon $125 per hour, for a term ending June 30, 1997. In
addition, Ms. Laackman was entitled to an annual bonus if certain earning
levels were achieved. In June, 1997, Ms. Laackman resigned as Chief Financial
Officer. Effective August 1, 1997, Ms. Laackman entered into an independent
consulting contract with the Company.
The Company, through its majority-owned, London based subsidiary, IFX, Ltd.,
has employment contracts with several of that subsidiary's employees. Such
employees are not executive officers of the Company.
FISCAL 1997 OPTION GRANTS TABLE
No options were granted to the Company's Chief Executive Officer or the
Company's three other most highly compensated executive officers during fiscal
1997. In November, 1996, 1,250,000 options were issued to Burton J. Meyer, the
Company's former President. Mr. Meyer resigned as President effective July 1,
1996.
FISCAL 1997 OPTION EXERCISES AND YEAR-END VALUE TABLE
There were no options exercised during fiscal 1997 or unexercised options
held by the Company's Chief Executive Officer and three other most highly
compensated executive officers as of June 30, 1997.
FISCAL 1997 LONG TERM INCENTIVE PLAN AWARDS
No long term incentive plan awards were granted to the Company's Chief
Executive Officer or the Company's three other most highly compensated
executive officers during fiscal 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION COMPENSATION
DECISIONS
The Company does not have a compensation committee. Prior to July 1, 1996,
Mr. Burton J. Meyer, at the time President and a Director of the Company,
participated in the negotiations of employment agreements for executive
officers of the Company.
5
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG IFX CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ FINANCIAL INDEX
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
NASDAQ
STOCK
IFX MARKET NASDAQ
MEASUREMENT PERIOD (FISCAL YEAR COVERED) CORPORATION (U.S.) FINANCIAL
- ---------------------------------------- ----------- ------ ---------
<S> <C> <C> <C>
Measurement Pt-6/30/92............................. $100 $100 $100
FYE 6/30/93........................................ $ 25 $126 $131
FYE 6/30/94........................................ $ 50 $127 $148
FYE 6/30/95........................................ $ 31 $169 $170
FYE 6/30/96........................................ $ 31 $218 $221
FYE 6/30/97........................................ $ 38 $265 $323
</TABLE>
- --------
*$100 invested on 6/30/92 in stock or index--including reinvestment of
dividends. Fiscal year ending June 30.
TOTAL SHAREHOLDER RETURNS
(DIVIDENDS REINVESTED)
<TABLE>
<CAPTION>
ANNUAL RETURN PERCENTAGE
YEARS ENDING
----------------------------------
COMPANY/INDEX JUN93 JUN94 JUN95 JUN96 JUN97
- ------------- ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C>
IFX Corporation.............................. (75.00) 100.00 (38.00) 0.00 22.58
NASDAQ Financial Index....................... 31.00 12.98 14.86 30.00 46.15
NASDAQ Stock Market (U.S.) Index............. 26.00 0.01 33.07 28.99 21.56
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURNS
BASE YEARS ENDING
PERIOD -----------------------------
COMPANY/INDEX JUN92 JUN93 JUN94 JUN95 JUN96 JUN97
- ------------- ------ ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
IFX Corporation............................ 100 25.0 50.0 31.0 31.0 38.0
NASDAQ Financial Index..................... 100 131.0 148.0 170.0 221.0 323.0
NASDAQ Stock Market (U.S.) Index........... 100 126.0 127.0 169.0 218.0 265.0
</TABLE>
6
<PAGE>
CERTAIN TRANSACTIONS
Effective November 30, 1985, Mr. Casty, the principal shareholder, loaned
the Company $400,000 evidenced by a "satisfactory subordination agreement"
approved by the regulatory authorities to which the Company was at that time
subject. This subordinated loan was due to mature on December 1, 1988. On
March 5, 1986, the Company amended its Articles of Incorporation to authorize
400,000 shares of Preferred Stock, par value $1.00 per share, 10% cumulative,
all of which Preferred Stock was thereupon issued to Mr. Casty in satisfaction
of such subordinated loan. The Preferred Stock was redeemable, with cumulative
dividends, at the option of the Company under certain circumstances. No
liability for these dividends had been recorded as dividends were not payable
until declared. In 1986, the Articles of Incorporation of the Company were
amended and the Preferred Stock was redesignated "Class A Preferred Stock". On
January 31, 1997, the Company redeemed and retired the 400,000 issued and
outstanding shares of its Class A Preferred Stock. The Preferred Stock was
redeemed at a price equal to the aggregate par value thereof plus the
cumulative but previously undeclared and unpaid dividends thereon, totaling
$836,600. In payment, the Company issued to Mr. Casty a promissory note
bearing interest at the prime rate and maturing on January 31, 1998.
In January, 1997, all notes (other than the note for the redemption of the
Preferred Stock) payable to Mr. Casty aggregating $940,000 were paid.
The Company, during the year ended June 30, 1997, paid Mr. Casty
approximately $91,000 in interest on notes payable.
The Company, during the year ended June 30, 1997, earned $53,500 of interest
income on a note receivable from C. Adam, Ltd., a company wholly-owned by Mr.
Casty.
In January, 1997, all notes payable to French-American Securities, Inc., a
company wholly-owned by Mr. Casty, aggregating $5,450,000 were extended to
January 31, 1998.
In June and July, 1997, $4,700,000 and $750,000, respectively, of the notes
payable to French-American Securities, Inc. were repaid.
The Company, during the year ended June 30, 1997, paid French-American
Securities, Inc. $520,000 in interest on notes payable.
In September, 1996, all notes payable to Mr. Burton J. Meyer, formerly the
President and a director of the Company, aggregating $900,000 were repaid.
The Company, during the year ended June 30, 1997, paid Mr. Meyer $23,800 in
interest on notes payable.
COMPLIANCE WITH SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the NASDAQ SmallCap Stock Market. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, or written representations that no Form 5's were required, the
Company believes that during calendar year 1996, all Section 16(a) filing
requirements applicable to officers, directors and ten percent beneficial
owners were complied with.
7
<PAGE>
STOCKHOLDER PROPOSALS FOR 1998 PROXY STATEMENT
Proposals by shareholders for inclusion in the Company's Proxy Statement and
form of proxy relating to the 1998 Annual Meeting of Stockholders, which is
currently scheduled to be held on December 4, 1998, should be addressed to the
Secretary, IFX Corporation, 200 West Adams, Suite 1500, Chicago, Illinois
60606, and must be received at such address no later than October 6, 1998.
Upon receipt of any such proposal, the Company will determine whether or not
to include such proposal in the Proxy Statement and proxy in accordance with
applicable law. It is suggested that such proposal be forwarded by certified
mail, return receipt requested.
OTHER MATTERS TO BE ACTED UPON AT THE MEETING
The management of the Company knows of no other matters to be presented at
the meeting. Should any other matter requiring a vote of the shareholders
arise at the meeting, the persons named in the proxy will vote the proxies in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Christina S. Donka
-------------------------------------
Christina S. Donka,
Secretary
8
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
IFX CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Joel Eidelstein and Christina S. Donka, or
either of them, with full power of substitution, as proxies of the
undersigned, with all the powers that the undersigned would possess if
personally present to cast all votes that the undersigned would be entitled to
vote at the annual meeting of shareholders of IFX Corporation (the "Company")
to be held on December 5, 1997, at the offices of Berger, Davis & Singerman,
200 S. Biscayne Boulevard, Suite 3410, Miami, Florida, at 10:00 a.m., Eastern
Standard Time, and any and all adjournments and postponements thereof (the
"Annual Meeting"), including (without limiting the generality of the
foregoing) to vote and act as follows on the reverse side.
This Proxy will be voted at the Annual Meeting or any adjournments or
postponements thereof as specified. IF NO SPECIFICATIONS ARE MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTORS NAMED ON THE
REVERSE SIDE, FOR APPROVAL OF THE ONE-FOR-FIVE REVERSE SPLIT OF COMMON STOCK,
AND FOR THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT
AUDITORS. This proxy hereby revokes all prior proxies given with respect to
the shares of the undersigned.
(Continued and to be signed on reverse side.)
<PAGE>
IFX CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
For All
1. Election of Directors For Withheld Except
Nominees: Joel Eidelstein, Zalman Lekach, [_] [_] [_]
George Myers and Colleen M. Ruggio
______________________________________
(Except nominee(s) written above.)
For Against Abstain
2. Approval of a one-for-five Reverse Split [_] [_] [_]
of Common Stock.
For Against Abstain
3. Appointment of Independent Auditor: The [_] [_] [_]
appointment of Arthur Andersen LLP as the
Company's independent auditor for the
upcoming year.
4. In their discretion upon such other matters
as may properly come before the meeting or
any adjourment thereof.
Please Complete, sign and mail this proxy promptly in the enclosed envelope.
No postage is required for mailing in United States.
Dated: _________________________________________ , 1997
Signature(s)________________________________________________
____________________________________________________________
IMPORTANT: PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR
NAME APPEARS ON THIS PROXY. IF SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
ADMISSION TICKET
ANNUAL MEETING
OF
IFX CORPORATION
FRIDAY, DECEMBER 5, 1997
10:00 A.M. BERGER, DAVIS & SINGERMAN
200 S. BISCAYNE BOULEVARD, SUITE 3410 MIAMI, FLORIDA
=========================================
AGENDA
. ELECTION OF DIRECTORS
. APPROVAL OF ONE-FOR-FIVE REVERSE SPLIT
OF COMMON STOCK
. APPOINTMENT OF INDEPENDENT AUDITORS
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