<PAGE>
As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________
IFX CORPORATION
(Exact name of registrant as specified in its charter)
_____________
Delaware 36-3399452
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
707 Skokie Boulevard, 5th Floor
Northbrook, Illinois 60062
(847) 412-9411
_____________
(Address, including zip code, and telephone number, including area code, of
registrant's executive offices)
_____________
IFX Corporation Directors Stock Option Plan
-------------------------------------------
(Full title of the plans)
Joel M. Eidelstein
IFX Corporation
707 Skokie Boulevard, 5th Floor
Northbrook, Illinois 60062
(847) 412-9411
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.02 per share $1,117,500 (1) $311
===================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, on the basis of the average high and low prices of the Company's
Common Stock as reported on the Nasdaq SmallCap Market on November 24,
1999. This Registration Statement also registers an indeterminate number of
shares that may be issued as a result of anti-dilution provisions contained
in the Plan covered hereby.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents that heretofore have been filed by IFX Corporation
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference into this registration statement:
1. Annual Report on Form 10-K for the fiscal year ended June 30, 1999,
filed September 28, 1999;
2. Definitive Proxy Statement on Schedule 14A, filed October 15, 1999;
3. Current Report on Form 8-K, filed October 21, 1999; and
4. Quarterly Report on Form 10-Q for the fiscal quarter ended September
30, 1999, filed November 15, 1999.
All documents filed by the registrant pursuant to Sections 13, 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this registration statement and before the registrant
files a post-effective amendment indicating that all shares of Common Stock
being offered hereby have been sold or that deregisters all shares of Common
Stock then remaining unsold shall be deemed incorporated by reference herein and
to be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
that is incorporated herein by reference modifies or supersedes such earlier
incorporated statement.
Item 4. Description of Securities
Pursuant to the Company's Amended and Restated Certificate of Incorporation
(the "Certificate"), the Company is authorized to issue an aggregate of
50,000,000 shares of Common Stock, par value $.02 per share, and up to
10,000,000 shares of preferred stock. The preferred stock may be issued in such
classes or series and with such rights, preferences, qualifications or
restrictions as the Board, in its discretion, may determine. As of September 15,
1999, there were 7,695,377 shares of Common Stock outstanding and 872 holders of
record of Common Stock. The Common Stock is listed on the Nasdaq SmallCap Market
under the symbol "FUTR."
-2-
<PAGE>
The holders of Common Stock are entitled to receive dividends out of assets
legally available therefor, if and when declared by the Board of Directors and
in such amounts as the Board of Directors may from time to time determine. The
shares of Common Stock are neither redeemable nor convertible and the holders
thereof have no preemptive or subscription rights to purchase any securities of
the Company. Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive, pro rata, the assets of the
Company that are legally available for distribution, after payment of all debts
and other liabilities of the Company. Each outstanding share of Common Stock is
entitled to one vote on all matters submitted to a vote of stockholders. There
is no cumulative voting in the election of directors.
The terms and conditions of preferred stock, if and when issued, shall be
determined by the Board of Directors from time to time. No shares of preferred
stock currently are outstanding.
Delaware Statutory Business Combination Provision
Section 203 of the Delaware General Corporation Law (the "DGCL") is
applicable to corporate takeovers in Delaware. Subject to certain exceptions set
forth therein, Section 203 of the DGCL provides that a corporation shall not
engage in any business combination with any "interested stockholder" for a
three-year period following the date that such stockholder becomes an interested
stockholder unless (a) prior to such date, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (b) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding certain specified shares), or (c) on or after such date,
the business combination is approved by the board of directors of the
corporation and by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder. Except as
specified therein, an "interested stockholder" is defined to include any person
that is (i) the owner of 15% or more of the outstanding voting stock of the
corporation, (ii) an affiliate or associate of that corporation who or which and
owned 15% or more of the outstanding voting stock of the corporation at any time
within three years immediately prior to the relevant date, and (iii) an
affiliate or associate of the persons described in the foregoing clauses (i) or
(ii).
In its Certificate, the Company has elected not to be governed by the
restrictions imposed by Section 203 of the DGCL. Accordingly, in the event the
Company becomes the subject of a takeover or third party acquisition attempt, it
may not be able to avail itself of the benefits afforded by Section 203 of the
DGCL.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank.
-3-
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under the Delaware General Corporation Law (the "DGCL"), a corporation has
the authority to indemnify any person who was or is a party or is threatened to
be made a party to an action (other than an action by or in the right of the
corporation) by reason of such person's service as a director of officer of the
corporation, or such person's service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against amounts paid and expenses incurred in connection with the defense or
settlement of such action, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the corporation's
best interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. If such
person has been judged liable to the corporation in any action or proceeding
brought by or in the right of the corporation, however, indemnification is only
permitted to the extent that the adjudicating court (or the court in which the
action was brought) determines, despite the adjudication of liability, that such
indemnification is proper.
As permitted by the DGCL, the by-laws of the Company authorize the Company
to indemnify any officer, director and employee of the Company against amounts
paid or expenses incurred in connection with any action, suit or proceeding
(other than any such action by or in the right of the corporation) to which such
person is or is threatened to be made a party as a result of such position if
the Board of Directors or stockholders of or independent legal counsel to, the
Company, in a written opinion, determine that indemnification is proper. The by-
laws also limit the personal liability of directors for breach of fiduciary
duty, other than for breach of duty of loyalty, intentional misconduct or
violation of law, acts under Section 174 of the DGCL or with respect to any
transaction in which the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
No. Description
------- -----------
4.1 IFX Corporation Directors Stock Option Plan
5.1 Opinion of Neal, Gerber & Eisenberg
23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1 to
this Registration Statement)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
24.1 Powers of Attorney (included in the signature page of this
registration statement)
-4-
<PAGE>
Item 9. Undertakings.
undersigned registrant hereby undertakes:
1. to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a twenty percent (20%) change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this registration
statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement;
2. that, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
3. to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
4. that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Sections 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration
-5-
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, as amended, the registrant, IFX Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on December 2, 1999.
IFX CORPORATION
By: /s/ Joel M. Eidelstein
----------------------
Joel M. Eidelstein,
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joel M. Eidelstein and Jose Leiman, and each of
them, his/her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to sign, execute and file with the Securities
and Exchange Commission (or any other governmental or regulatory authority), for
us and in our names in the capacities indicated below, this registration
statement on Form S-8 and any and all amendments or supplements thereto,
together with all exhibits and any and all documents required to be filed with
respect thereto, granting unto said attorneys-in-fact and agents and each of
them, full power and authority to do and to perform each and every act and thing
necessary and/or desirable to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
-6-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed on December 2, 1999 by
the following persons in the capacities indicated:
Signature Title
- --------- -----
/s/ Michael Shalom Chief Executive Officer
- ----------------------
Michael Shalom (Principal Executive Officer)
/s/ Joel M. Eidelstein Director
- ----------------------
Joel M. Eidelstein
/s/ Jose Leiman Chief Financial Officer
- ----------------------
Jose Leiman (Principal Financial and Accounting Officer)
/s/ Zalman Lekach Director
- ----------------------
Zalman Lekach
/s/ Colleen M. Downes Director
- ----------------------
Colleen M. Downes
/s/ George A. Myers Director
- ----------------------
George A. Myers
/s/ Joseph M. Matalon Director
- ----------------------
Joseph M. Matalon
/s/ Burton J. Meyer Director
- ----------------------
Burton J. Meyer
-7-
<PAGE>
EXHIBIT 4.1
IFX CORPORATION
DIRECTORS STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to assist IFX Corporation (the
-------
"Company") in securing individuals who are not already employees or officers of
-------
the Company to serve on its Board of Directors, and to provide financial
incentives to such directors to exert their best efforts on behalf of the
Company.
2. Definitions.
-----------
(a) "Cause" means, as determined in the sole discretion of the
-----
Board, a Participant's (i) commission of a felony; (ii) material or repeated
dishonesty or misrepresentation involving the Company or any Subsidiary; (iii)
serious misconduct in the performance or non-performance of a Participant's
responsibilities as a director of the Company; or (iv) unauthorized use of trade
secrets or confidential information of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as it exists
----
now and as it may be amended from time to time.
(c) "Committee" means the Compensation Committee of the Board of
---------
Directors or such other committee of the Board comprised of two or more persons
who shall be appointed by the Board of Directors from time to time to serve at
the pleasure of the Board of Directors with full power and authority, subject to
such orders or resolutions not inconsistent with the provisions of this Plan as
may from time to time be issued or adopted by the Board of Directors, to
interpret the provisions and supervise the administration of this Plan. To the
extent required by the federal securities or tax laws, each member of the
Committee shall be a "Non-Employee Director" as determined under Rule 16b-
3(b)(3)(i) of the Securities Exchange Act of 1934, as amended.
(d) "Common Stock" means the common stock of the Company, $0.02 par
------------
value.
(e) "Exchange Act" means the Securities Exchange Act of 1934, as it
------------
exists now or from time to time may hereafter be amended.
(f) "Fair Market Value" means, for any specified day:
-----------------
(i) If shares of Common Stock are listed or admitted to unlisted
trading privileges on any national or regional securities exchange, the
last reported sale price, regular way, on the composite tape of that
exchange on the day Fair Market Value is to be determined;
(ii) If the Common Stock is not listed or admitted to unlisted trading
privileges as provided in paragraph (a), and if sales prices for shares of
Common Stock are
<PAGE>
reported by the National Association of Securities Dealers, Inc. Automated
Quotations, Inc. National Market System ("Nasdaq System"), then the last
-------------
sale price for Common Stock reported as of the close of business on the day
Fair Market Value is to be determined, or if no such sale takes place on
that day, the average of the high bid and low asked prices so reported and,
if Common Stock is not traded on that day, the next preceding day on which
such stock was traded; or
(iii) If trading of the Common Stock is not reported by the Nasdaq
System or on a stock exchange, Fair Market Value will be determined by the
Committee in its discretion based upon the best available data.
(g) "Grant Date" means the date upon which an Option is awarded to
----------
a Director under this Plan.
(h) "Option" means the right of a Participant to purchase a
------
specified number of shares of Common Stock, subject to the terms and conditions
of this Plan.
(i) "Securities Act" means the Securities Act of 1933, as it exists
--------------
now or from time to time may hereinafter be amended.
(j) "Subsidiary" means any corporation or other entity of which the
----------
majority voting power or equity interest is owned, directly or indirectly, by
the Company.
3. Eligibility. The persons eligible to receive Options under this Plan
-----------
(each such person, a "Participant") consist of each member of the Board of
-----------
Directors of the Company who (i) is not otherwise an employee of the Company or
any Subsidiary, (ii) has not been an employee of the Company or any Subsidiary
for any part of the preceding fiscal year, (iii) has served on the Board
continuously since the commencement of his or her term, and (iv) is not a
beneficial owner of 5% or more of the outstanding Common Stock (as determined in
accordance with Rule 13d-3 of the Exchange Act).
4. Stock Subject to this Plan. Except as may be adjusted pursuant to
--------------------------
Section 10, the aggregate number of shares of Common Stock that may be issued
pursuant to Options granted under this Plan may not exceed 60,000 shares of
Common Stock. Reserved shares may be either authorized but unissued shares or
treasury shares, in the Board's discretion. If any awards hereunder shall
terminate or expire, as to any number of shares, new Options may thereafter be
awarded with respect to such shares.
<PAGE>
5. Administration. Subject to the express provisions of this Plan, the
--------------
Committee shall have authority to adopt administrative regulations and
procedures that are consistent with the terms of this Plan; to adopt and amend
option agreements as they deem advisable; to determine, upon Board approval, the
terms and provisions of such option agreements (except with respect to the
number of shares covered by an Option, the Grant Date, the Option period and the
Option Price) and, subject to the provisions hereof, to construe and interpret
such option agreements; to impose such limitations and restrictions as are
deemed necessary or advisable by counsel for the Company to ensure compliance
with the Federal and state securities and tax laws; and to make all other
determinations necessary or advisable for administering this Plan. The Committee
may designate any officers or employees of the Company to assist the Committee
in the administration of this Plan and to execute documents on its behalf, and
the Committee may delegate to them such other ministerial and limited
discretionary duties as it sees fit. All determinations and selections made by
the Committee shall be by the affirmative vote of a majority of its members, but
any determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held.
6. Terms of Grant of Options.
-------------------------
(a) Automatic Grant. Each Participant automatically shall be
---------------
granted an Option to purchase (i) 450 shares of Common Stock upon such
Participant's initial election to the Board of Directors of the Company;
provided such Participant is elected after the effective date of this Plan; and
(ii) for each year thereafter and on the date of each annual meeting of the
Stockholders of the Company (including the annual meeting of stockholders at
which this Plan is approved), 450 shares of Common Stock for service as a
Director and 75 shares of Common Stock for each Committee of the Board of
Directors upon which such Participant serves; provided, however, that a
Participant who is not re-elected as a director of the Company at an annual
meeting of stockholders shall not receive a grant of Options on that date. Each
Option shall be evidenced by an agreement between the Company and the
Participant, in a form approved by the Committee.
(b) Option Price. Each option granted pursuant to Section 6(a)
------------
shall have an exercise price per share equal to 100% of the Fair Market Value of
the Common Stock on the Grant Date (the "Option Price").
------------
(c) Limitation of Shares. In the event that the number of shares of
--------------------
Common Stock available for future grant under this Plan is insufficient to make
all automatic grants required to be made on such date, then all Directors
entitled to a grant on such date shall share ratably in the number of Options on
shares available for grant under this Plan.
7. Vesting. Each Option granted pursuant to Section 6(a) shall be 100%
-------
vested as of the Grant Date.
-3-
<PAGE>
8. Exercise Period. An Option may not be exercised until the date that is
---------------
six (6) months after the Grant Date. Each Option will expire as of the earliest
of:
(a) the date the Participant's membership on the Board is
terminated for Cause ;
(b) the date one year after the Participant's death; or
(c) ten years from the Grant Date.
9. Manner of Exercise of Options. To exercise an Option in whole or in
-----------------------------
part, a Participant (or, after his death, his executor or administrator) must
give written notice to the Committee, stating the number of shares to which he
intends to exercise the Option. The Company will issue the shares with respect
to which the Option is exercised upon payment in full of the Option Price. The
Option Price may be paid (a) in cash; (b) by the surrender to the Company of
shares of Common Stock having an aggregate Fair Market Value, as determined on
the date of delivery, equal to the Option Price; or (c) by delivery of
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay for all Common Stock acquired
through such exercise and any tax withholding obligations resulting from such
exercise.
10. Adjustments to Reflect Changes in Capital Structure. If there is any
---------------------------------------------------
change in the corporate structure or shares of the Company, the Board of
Directors, in its discretion, may make any adjustments necessary to prevent
accretion, or to protect against dilution, in the number and kind of shares
authorized by this Plan and, with respect to outstanding Options, in the number
and kind of shares covered thereby and in the applicable Option Price; provided,
however, that no adjustment shall be made for the issuance of preferred stock or
other convertible securities of IFX or the conversion of the same. For the
purpose of this Section 10, a change in the corporate structure or shares of the
Company includes, without limitation, any change resulting from a
recapitalization, stock split, stock dividend, consolidation, rights offering,
spin-off, reorganization, or liquidation and any transaction in which shares of
Common Stock are changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or another corporation.
11. Non-Transferability of Options. The Options granted under this Plan
------------------------------
are not transferable, voluntarily or involuntarily, other than by will or the
laws of descent and distribution, or to the extent permissible under Section 422
of the Code, pursuant to a qualified domestic relations order as defined in
Section 414(p) of the Code; provided, however, that the Compensation Committee,
in its discretion, may permit Options to be transferrable by a Participant to
members of such Participant's immediate family or to family trusts, partnerships
and other entities comprised solely of the Participant or members of the
Participant's immediate family.
-4-
<PAGE>
12. Rights as Stockholder. A Participant has no rights whatsoever as a
---------------------
stockholder with respect to any shares covered by an Option until the date of
the issuance of a stock certificate for the shares. No Common Stock may be
delivered upon the exercise of any Option until full payment has been made and
all income tax withholding requirements thereon, if any, have been satisfied.
13. Withholding Tax. The Company shall have the right to withhold or to
---------------
require a Participant to remit to the Company, in cash or shares of Common
Stock, with respect to any payments made to Participants under this Plan, any
taxes required by law to be withheld because of such payments.
14. Amendment of this Plan. The Committee may from time to time amend or
----------------------
revise the terms of this Plan in whole or in part; provided, however, that (a)
unless necessary to comply with any pooling of interest requirements, no change
in any award previously granted to a Participant may be made that would impair
the rights of the Participant without the Participant's consent, (b) the
provisions of Section 6(a) may not be amended more often than once every six (6)
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder, and (c) the
Committee may not, without approval of the Company's stockholders (i) change the
aggregate number of shares that may be issued upon exercise of Options granted
under this Plan (except in accordance with the provisions of Section 10), (ii)
change the class of eligible individuals who may receive Options under this
Plan, (iii) adopt any amendment affecting the Option Price at which Options may
be granted, or (iv) materially increase benefits accruing to participants under
this Plan.
15. Conditions Upon Issuance of Shares. The exercise of any Option and
----------------------------------
the issuance and delivery of such share pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act,
the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the shares of Common Stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Common Stock is being
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.
16. Effective Date. This Plan shall not become effective and no Option
--------------
shall be granted pursuant hereto until the date this Plan is approved by the
stockholders of the Company, which approval shall be obtained in accordance with
Rule 16b-3(b) of the Exchange Act.
17. Termination of this Plan. The Committee may terminate this Plan at
------------------------
any time with respect to any shares that are not then subject to Options.
Termination of this Plan will not
-5-
<PAGE>
affect the rights and obligations of any Participant with respect to Options
awarded before termination.
18. Rules of Construction.
---------------------
(a) Governing Law. The construction and operation of this Plan are
-------------
governed by the laws of the State of Delaware.
(b) Undefined Terms. Unless the context requires another meaning,
---------------
any term not specifically defined in this Plan has the meaning given to it by
the Code.
(c) Gender. Unless clearly appropriate, all nouns of whatever
------
gender refer indifferently to persons of any gender.
(d) Singular and Plural. Unless clearly inappropriate, singular
-------------------
terms refer also to the plural and vice versa.
---- -----
(e) Severability. If any provision of this Plan is determined to be
------------
illegal or invalid for any reason, the remaining provisions shall continue in
full force and effect and shall be construed and enforced as if the illegal or
invalid provision did not exist, unless the continuance of this Plan in such
circumstances is not consistent with its purposes.
-6-
<PAGE>
Exhibit 5.1
NEAL, GERBER & EISENBERG
Two N. LaSalle Street, Suite 2200
Chicago, Illinois 60602
November 29, 1999
IFX Corporation
707 Skokie Blvd., 5th Floor
Northbrook, Illinois 60062
Re: IFX Corporation
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are counsel to IFX Corporation, a Delaware corporation (the "Company").
In such capacity, we have assisted in the preparation and filing with the
Securities and Exchange Commission, under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to 60,000 shares (the "Shares") of common
stock, $.02 par value per share, of the Company ("Common Stock") that may be
issued pursuant to the Directors Stock Option Plan (the "Plan").
As such counsel, we have examined the Plan, the Registration Statement
(including all exhibits thereto) and such other papers, documents and
certificates of public officials and certificates of officers of the Company as
we have deemed necessary and appropriate as the basis for the opinions
hereinafter expressed. In such examinations, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as conformed or photostatic copies. As to any
facts material to this opinion, we have relied upon statements and
representations of the Company, its officers and its other representatives, and
public officials and we have not made any independent investigation of the
applicable facts.
We are members of the Bar of the State of Illinois and we express no
opinion herein concerning any laws other than Delaware General Corporation Law
and the federal laws of the United States of America.
Based upon the foregoing, and subject to the limitations, qualifications,
exceptions, and assumptions set forth herein, we are of the opinion that when
the Registration Statement shall have
<PAGE>
IFX Corporation
November 29, 1999
Page 2
become effective under the Securities Act and the Shares shall have been issued
and delivered by the Company against payment of consideration therefor, in
accordance with the terms of the Plan, such Shares will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to any reference to our firm contained in the
Registration Statement.
Very truly yours,
NEAL, GERBER & EISENBERG
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Directors Stock Option Plan of IFX Corporation of our
report dated September 24, 1999, with respect to the consolidated financial
statements and schedule of IFX Corporation included in its Annual Report (Form
10-K) for the year ended June 30, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Miami, Florida
November 30, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into this Registration Statement on Form S-8 of IFX Corporation (the
"Company") of our report dated September 24, 1999, included in the Company's
Form 10-K as of and for the fiscals year ended June 30, 1998 and 1997 and to all
references to our firm included in this Registration Statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
November 24, 1999
