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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): January 8, 1998
IFX Corporation
(Exact name of registrant as specified in its charter)
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<CAPTION>
Delaware 0-15187 36-3399452
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<S> <C> <C>
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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200 West Adams Street, Chicago, Illinois 60606
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(Address of principal executive offices)
Registrant's telephone number, including area code: 312-419-9530
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 8, 1998, the Registrant announced that, at the close of business
(Chicago time) on January 12, 1998 (the "Effective Date"), a one-for-five
reverse split of its common stock will become effective. Outstanding shares of
the Company's common stock will be reduced to approximately 6,279,130 shares
from 31,395,649 shares outstanding before the split.
In addition, the Registrant announced that any holder of fractional shares
resulting from this reverse split will be paid an amount 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 multiplied by the amount of the
fractional share. The Company also announced that 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
purchase from its shareholders all odd lots (i.e., less than one hundred shares)
for an amount based upon the number of odd-lot shares multiplied by the mean
between the bid and offer prices on the date of purchase, without commissions.
The Company will maintain its offer to repurchase such odd-lots until February
26, 1998, forty-five days immediately following the Effective Date. Information
will be sent to shareholders owning odd lots as to how to accomplish the sale to
the Company of such odd lots.
The Registrant further stated that new stock certificates representing the
number of post-reverse split shares owned, together with a check for any
fractional shares, will be issued upon presentation of the old stock
certificates (representing pre-reverse split shares) at the Company's
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transfer agent, Harris Trust & Savings Bank, Reorganization Department, 311 West
Monroe Street, 11th Floor, Chicago, Illinois 60606.
For further information contact:
Christina S. Donka, Secretary and Chief Financial Officer
IFX Corporation
200 West Adams Street
Suite 1500
Chicago, Illinois 60606
(312) 419-9530
Item 7(c). Exhibits
A copy of press release dated January 8, 1998.
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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
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(Registrant)
Date: January 8, 1998 By: /s/Christina S. Donka
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Christina S. Donka
Secretary and Chief Financial Officer
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FOR IMMEDIATE RELEASE
PRESS RELEASE
IFX CORPORATION (NASDAQ-FUTR)
ANNOUNCES ONE-FOR-FIVE REVERSE SPLIT OF ITS COMMON STOCK
Chicago, Illinois,
January 8, 1998
IFX Corporation (f/k/a Jack Carl/312-Futures, Inc.) (NASDAQ Symbol: "FUTR")
announced that, at the close of business (Chicago time) on January 12, 1998,
(the "Effective Date") a one-for-five reverse split of its common stock will
become effective. Thus, five current shares of common stock, par value $.004,
will be changed into one share of the Company's common stock, with a new par
value of $.02. The Company stated that any holder of fractional shares
resulting from this reverse split will be paid an amount of money 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 multiplied by the amount of the
fractional share. Outstanding shares of common stock of the Company will be
reduced to approximately 6,279,130 shares from 31,395,649 shares outstanding
before the reverse split.
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 purchase from its shareholders all odd lots
(i.e., less than one hundred shares) for an amount based upon the mean between
the bid and offer prices on the date of purchase, without commissions. The
Company will maintain its offer to repurchase said odd-lots for the forty-five
days immediately following the Effective Date. Information will be sent to
shareholders owning odd lots as to how to accomplish the sale to the Company of
such odd lots.
The Company further stated that new stock certificates representing the
number of post-reverse split shares owned, together with a check for any
fractional shares, will be issued upon presentation of the old stock
certificates at the Company's transfer agent, Harris Trust & Savings Bank,
Reorganization Department, 311 West Monroe Street, 11th Floor, Chicago, Illinois
60606.
For further information contact:
Christina S. Donka, Secretary and Chief Financial Officer
IFX Corporation
200 West Adams Street
Suite 1500
Chicago, Illinois 60606
(312) 419-9530
