<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
IFX CORPORATION
(Name of Issuer)
Common Stock, $0.02 par value
(Title of Class of Securities)
449518 20 8
(CUSIP Number)
UBS CAPITAL AMERICAS III, L.P.
299 Park Avenue
New York, New York 10171
Attn: Marc Unger
(212) 821-4329
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
Adam H. Golden, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
425 Park Avenue
New York, New York 10022
(212) 836-8000
JULY 17, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 2 OF 14 PAGES
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COMMON STOCK ISSUED UPON
CONVERSION)
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<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
UBS CAPITAL AMERICAS III, L.P. ("AMERICAS III")
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) O
2 (B) O
3 SEC USE ONLY
SOURCE OF FUNDS*
4
WC
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) O
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Jersey, Channel Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8 Americas III holds 1,149,878 shares of Class I Series A Convertible Preferred Stock
EACH (convertible into 1,149,878 shares of Common Stock) and 779,447 shares of Class II
REPORTING Series A Convertible Preferred Stock (convertible into 779,447 shares of Common Stock).
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
SHARED DISPOSITIVE POWER
10 Americas III holds 1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares of Class II
Series A Convertible Preferred Stock (convertible into 779,447 shares of Common Stock).
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 Americas III holds 1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares of Class II
Series A Convertible Preferred Stock (convertible into 779,447 shares of Common Stock).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* O
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 Americas III holds 95% of Class I Series A Convertible Preferred Stock and Class II
Series A Convertible Preferred Stock (convertible in the aggregate into approximately
12.99% of Common Stock of the Issuer).
TYPE OF REPORTING PERSON*
14 PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 3 OF 14 PAGES
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COMMON STOCK ISSUED UPON
CONVERSION)
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<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
UBS CAPITAL JERSEY CORPORATION II, LTD ("UBS JERSEY")
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) O
2 (B) O
3 SEC USE ONLY
SOURCE OF FUNDS*
4
AF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) O
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Jersey, Channel Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,149,878 shares of Class I Series A Convertible Preferred Stock
EACH (convertible into 1,149,878 shares of Common Stock) and 779,447 shares
REPORTING of Class II Series A Convertible Preferred Stock (convertible into
PERSON 779,447 shares of Common Stock) held by Americas III.
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares of
Class II Series A Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) held by Americas III.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,149,878 shares of Class I Series A Convertible Preferred Stock (convertible
into 1,149,878 shares of Common Stock) and 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447 shares of Common Stock)
held by Americas III.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* O
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95% of Class I Series A Convertible Preferred Stock and Class II Series A
Convertible Preferred Stock (convertible in the aggregate into
13 approximately 12.99% of Common Stock of the Issuer)
held by Americas III.
TYPE OF REPORTING PERSON*
14
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 4 OF 14 PAGES
COMMON STOCK ISSUED UPON
CONVERSION)
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<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
UBS CAPITAL AMERICAS (LA-ADVISOR) LLC ("ADVISOR")
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) O
2 (B) O
3 SEC USE ONLY
SOURCE OF FUNDS*
4
AF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) O
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,149,878 shares of Class I Series A Convertible Preferred Stock
EACH (convertible into 1,149,878 shares of Common Stock) and 779,447 shares
of Class II Series A Convertible Preferred Stock (convertible into
779,447 shares of Common Stock) held by Americas III.
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
10 SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares
of Class II Series A Convertible Preferred Stock (convertible into
779,447 shares of Common Stock) held by Americas III.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares of
Class II Series A Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) held by Americas III.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* O
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95% of Class I Series A Convertible Preferred Stock and Class II Series
A Convertible Preferred Stock (convertible in the aggregate into approximately
12.99% of Common Stock of the Issuer) held by Americas III.
TYPE OF REPORTING PERSON*
14
OO
WITH
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 5 OF 14 PAGES
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COMMON STOCK ISSUED UPON
CONVERSION)
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<TABLE>
<CAPTION>
<S> <C> <C>
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
UBS AG
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) O
2 (B) O
3 SEC USE ONLY
SOURCE OF FUNDS*
4
AF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) O
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Switzerland
NUMBER OF 7 SOLE VOTING POWER
SHARES 60,520 shares of Class I Series A Convertible Preferred Stock (convertible into
OWNED BY 60,520 shares of Common Stock) and 41,024 shares of Class II Series A Convertible Preferred Stock
(convertible into 41,024 shares of Common Stock) held by UBS Capital LLC.
BENEFICIALLY 8 SHARED VOTING POWER
EACH 1,149,878 shares of Class I Series A Convertible Preferred Stock (convertible into 1,149,878 shares of
REPORTING Common Stock) and 779,447 shares of Class II Series A Convertible Preferred Stock (convertible into
779,447 shares of Common Stock) held by Americas III.
PERSON 9 SOLE DISPOSITIVE POWER
WITH 60,520 shares of Class I Series A Convertible Preferred Stock (convertible into
60,520 shares of Common Stock) and 41,024 shares of Class II Series A Convertible Preferred Stock
(convertible into 41,024 shares of Common Stock) held by UBS Capital LLC.
10 SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible Preferred Stock (convertible into 1,149,878
shares of Common Stock) and 779,447 shares of Class II Series A Convertible Preferred Stock
(convertible into 779,447 shares of Common Stock) held by Americas III.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,149,878 shares of Class I Series A Convertible Preferred Stock
(convertible into 1,149,878 shares of Common Stock) and 779,447 shares of Class II Series A Convertible
Preferred Stock (convertible into 779,447 shares of Common Stock)
held by Americas III; 60,520 shares of Class I Series A Convertible Preferred Stock
(convertible into 60,520 shares of Common Stock) and 41,024 shares of Class II Series A Convertible
Preferred Stock (convertible into 41,024 shares of Common Stock) held by UBS Capital LLC.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* O
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95% of Class I Series A Convertible Preferred Stock and Class II Series A Convertible Preferred Stock
(convertible in the aggregate into approximately 12.99% of Common Stock of the Issuer) held by Americas
III; 5% of Class I Series A Preferred Stock and Class II Series A Convertible Preferred Stock
(convertible in the aggregate into approximately 0.78% of Common Stock of the Issuer) held by UBS
Capital LLC; for an aggregate percentage of approximately 13.58% of Common Stock.
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 to the Statement on Schedule 13D relates to shares of
the Common Stock, $0.02 par value per share ("Common Stock") of IFX Corporation,
a Delaware corporation (the "Company"). This Amendment No. 1 to the Statement on
Schedule 13D is being filed to amend and restate in its entirety the Statement
on Schedule 13D filed on June 26, 2000 (File No. 005-38061) (the "Original
Schedule 13D") as a result of the acquisition on July 17, 2000 by (i)
UBS Capital Americas III, L.P. ("Americas III") of 779,447 shares of Class II
Series A Convertible Preferred Stock, par value $1.00 per share (the "Class II
Preferred") of the Company which are convertible into 779,447 shares of the
Common Stock and (ii) UBS AG, through its 100% ownership of UBS Capital LLC, of
41,024 shares of Class II Preferred which are convertible into 41,024 shares of
Common Stock. The principal executive office of the Company is located at 707
Skokie Boulevard, Suite 580, Northbrook, Illinois 60062.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b). The following information is given with respect to the persons
filing this statement:
UBS Capital Americas III, L.P. ("Americas III") is a limited partnership
formed under the laws of Jersey, Channel Islands with its principal office
located at Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QB, Channel
Islands. It is engaged in the business of investing in private and public
companies.
UBS Capital Jersey Corporation II, Ltd.("UBS Jersey") is a Jersey, Channel
Islands corporation with its principal office located at Elizabeth House, 9
Castle Street, St. Helier, Jersey JE4 2QB, Channel Islands. UBS Jersey is a
wholly owned subsidiary of UBS AG. UBS Jersey serves as the general partner of
Americas III.
UBS Capital Americas (LA-Advisor) LLC ("Advisor") is a Delaware limited
liability company with its principal offices located at 299 Park Avenue, New
York, New York 10171. Advisor is engaged in the business of advising and
managing Americas III and other private equity investment funds.
UBS AG is a Swiss banking corporation with its principal offices located at
Bahnhofstrasse 45, 8021 Zurich. UBS AG is engaged in the general banking
business.
(c) The general partner of Americas III is UBS Jersey. The present
principal occupation or employment of each of the members, directors, managers
and/or executive officers of each of UBS Jersey, Advisor and UBS AG are
incorporated herein by reference to Exhibit A to the Original Schedule 13D.
(d) and (e) During the past five years, none of the Reporting Persons nor,
to the knowledge of the Reporting Persons, any of their respective members,
directors or executive officers have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor were a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which the Reporting Person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
6
<PAGE> 7
(f) Americas III is a limited partnership formed under the laws of Jersey,
Channel Islands. UBS Jersey is a corporation formed under the laws of Jersey,
Channel Islands. Advisor is a Delaware limited liability company. UBS AG is a
corporation formed under the laws of Switzerland. To the knowledge of Advisor,
all of its managers are citizens of the United States except Marcelo Pestarino
who is a citizen of Argentina and Luiz Spinola who is a citizen of Brazil. To
the knowledge of UBS AG and UBS Jersey, none of their directors and executive
officers are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price paid by Americas III to the Company for
1,149,878 shares of Class I Preferred and the 779,447 shares of Class II
Preferred was $23,750,000 in the aggregate. The aggregate purchase price paid by
UBS Capital LLC, the wholly owned subsidiary of UBS AG, for the 60,520 shares of
Class I Preferred and the 41,024 shares of Class II Preferred was $1,250,000, in
the aggregate. The source of the funds for the purchase was the working capital
of Americas III and UBS Capital LLC, respectively.
ITEM 4. PURPOSES OF TRANSACTION.
As previously reported, Americas III and UBS Capital LLC executed a
Purchase Agreement, dated as of June 15, 2000, by and among the Company,
Americas III and UBS Capital LLC, which is incorporated herein by reference to
Exhibit B to the Original Schedule 13D (the "Purchase Agreement").
Under the Purchase Agreement, Americas III and UBS Capital LLC agreed to
purchase shares of Class I Series A Convertible Preferred Stock (the "Class I
Preferred") and shares of Class II Series A Convertible Preferred Stock (the
"Class II Preferred"). Simultaneously with the signing of the Purchase
Agreement on June 15, 2000, Americas III and UBS Capital LLC purchased
1,149,878 shares of Class I Preferred and 60,520 shares of Class I Preferred,
respectively, for a price of $12.31 per share or $14,900,000 in the aggregate.
Under the Purchase Agreement, Americas III and UBS Capital LLC also agreed to
invest an additional $10,100,000, in the aggregate, in the Company by
purchasing shares of the Company's Class II Preferred at a per share price to
be determined at the closing based on the then-current market price of the
Common Stock, such purchase price to be in any event between $12.31 per share
and $18.74 per share. The consummation of the purchase of the Class II
Preferred was conditioned upon, among other things, termination of the
statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Approval"). On July 17, 2000, Americas III and
UBS Capital LLC consummated their purchase of the Class II Preferred. In
accordance with the Purchase Agreement, Americas III and UBS Capital LLC
purchased 779,447 shares of Class II Preferred and 41,024 shares of Class II
Preferred, respectively, for a price of $12.31 per share or $10,100,000 in the
aggregate. Americas III and UBS Capital LLC purchased the Class I Preferred and
the Class II Preferred from the Company for investment purposes.
The Class I Preferred and Class II Preferred were authorized pursuant to a
Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of the Series A Convertible Preferred
Stock of IFX Corporation, filed with the Secretary of State of the State of
Delaware on June 15, 2000, which is incorporated herein by reference to
Exhibit C to the Original Schedule 13D (the "Certificate of Designation").
Both the Class I Preferred and Class II Preferred are convertible into
Common Stock on a one-for-one basis, subject to customary anti-dilution
adjustments. Pursuant to the Certificate of Designation, holders of the Class I
Preferred or Class II Preferred have preemptive rights with respect to certain
issuances by the Company of its capital stock or securities convertible into
such capital stock. Under the Stockholders Agreement (as defined below),
Americas III and UBS Capital LLC have certain rights of first refusal on, and
certain rights to participate in, transfers of capital stock of the Company by
the other stockholders party thereto. The Stockholders Agreement also
restricts, for a period of two years, Americas III, UBS Capital LLC or any of
their affiliates from acquiring additional voting securities of the Company
which may result in Americas III and UBS Capital LLC, together with their
affiliates, holding in excess of 20% of the voting securities of the Company,
except such acquisitions which (i) are approved by a majority of the Board of
Directors of the Company, (ii) result from any stock dividends,
reclassifications or other distributions or offerings made available to the
Company's stockholders on a pro rata basis or (iii) are made pursuant to the
Stockholders Agreement.
<PAGE> 8
(a) None.
(b) Simultaneously with the signing of the Purchase Agreement on
June 15, 2000, Americas III entered into a Binding Letter Agreement with the
Company whereby Americas III will purchase shares of a newly created series of
preferred stock of Tutopia.com, Inc., a Delaware corporation ("Tutopia").
Tutopia is a majority owed subsidiary of Latin Guide, Inc., a Delaware
corporation and wholly owned subsidiary of the Company. Americas III will pay
Tutopia $15,000,000, in the aggregate, for approximately 7,134,364 shares of
Tutopia's preferred stock (a per share price of approximately $2.1025). The
transaction is conditioned upon, among other things, the negotiation and
execution of final documentation, receipt of all necessary consents and
approvals and HSR Approval.
(c) See Item 4(b).
(d) The Reporting Persons are entitled to have two representatives elected
to the Board of Directors of the Company, which is currently set at seven
directors. The Reporting Persons are entitled to appoint one of its
representatives as holder of a majority of the outstanding Class I Preferred and
Class II Preferred, voting as a single class, in accordance with the Certificate
of Designation. In accordance with the Stockholders Agreement, dated as of June
15, 2000, by and among the Company, Americas III, UBS Capital LLC, International
Technology Investments, LLC, Lee S. Casty, Joel Eidelstein and Michael Shalom,
which is incorporated herein by reference to Exhibit D to the Original
Schedule 13D, (the "Stockholders Agreement"), the Reporting Persons are
entitled to appoint a second director to the Company's Board, which
directorship will terminate upon the election of an independent director
satisfactory to the Reporting Persons. On June 15, 2000, Charles W. Moore and
Mark O. Lama, Principals of Advisor, were designated by the Reporting Persons
and elected to the Company's Board (the "UBS Board Representatives").
(e) Pursuant to the Purchase Agreement, the Company filed the Certificate
of Designation designating (i)1,210,398 shares of its 10,000,000 authorized
shares of preferred stock as Class I Preferred and (ii) 820,471 shares of its
10,000,000 authorized shares of preferred stock as Class II Preferred. As of
July 17, 2000, 1,210,398 shares of Class I Series A Convertible Preferred Stock
were issued and outstanding and 820,471 shares of Class II Series A Convertible
Preferred Stock were issued and outstanding. Additionally, under the Certificate
of Designation the Company must obtain the approval of the holders of a majority
of the Class I Preferred and Class II Preferred, voting as a single class, prior
to declaring, paying or setting aside dividends on any capital stock of the
Company or any of its subsidiaries.
<PAGE> 9
(f) See Item 4 (b).
(g) Pursuant to the Certificate of Designation, the Company is required to
obtain the approval of a majority of the holders of the Class I Preferred and
Class II Preferred, voting as a single class, prior to taking certain corporate
action, including, among other things, (i) amending or modifying the Company's
Certificate of Incorporation or By-Laws, (ii) subject to certain exceptions,
authorizing or issuing any capital stock of the Company or any of its
subsidiaries or any options, warrants or other securities exchangeable therefor,
(iii) reclassifying any class or series of Common Stock into shares having any
preference to the Class I Preferred or Class II Preferred, (iv) liquidating,
winding-up or dissolving the Company or any of its subsidiaries and (v) agreeing
to a purchase or other acquisition of the capital stock of the Company or any of
its subsidiaries.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Based on the Company's Form 10-Q/A for the quarterly period ended
March 31, 2000, 12,926,924 shares of Common Stock were outstanding as of May 17,
2000. Americas III, UBS Jersey, Advisor and UBS AG are the beneficial owners of
1,149,878 shares of Class I Preferred and 779,447 shares of Class II Preferred
which are convertible into an aggregate of 1,929,325 shares of Common Stock, or
approximately 12.99% of the issued and outstanding shares of Common Stock.
(ii) UBS AG also beneficially owns the 60,520 shares of Class I Preferred
and 41,024 shares of Class II Preferred held by UBS Capital LLC which are
convertible into an aggregate of 101,544 shares of Common Stock, or
approximately 0.78% of the issued and outstanding Common Stock. UBS AG,
therefore, is the beneficial owner of approximately 13.58% of the issued
outstanding Common Stock.
(iii) The above percentages were calculated in accordance with Rule 13d-
3(d)(1)(i) of the Securities Exchange Act of 1934.
(b) The Reporting Persons have shared power to vote or direct the vote and
dispose or direct the disposition of all shares identified in paragraph (a)(i)
above. UBS AG has sole power to vote or direct the vote and dispose or direct
the disposition of all shares identified in paragraph (a)(ii) above.
9
<PAGE> 10
(c) Except as described herein, the Reporting Persons have not effected any
transaction in the securities of the Company during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In addition to the Purchase Agreement, the Certificate of Designation and
the Stockholders Agreement described above, Americas III and UBS Capital LLC
have entered into a Registration Rights Agreement, dated as of June 15, 2000, by
and among the Company, Americas III, UBS Capital LLC, International Technology
Investments, LLC and Lee S. Casty, which is incorporated herein by reference to
Exhibit E to the Original Schedule 13D (the "Registration Rights
Agreement"). To the knowledge of the Reporting Persons, except as set forth
herein or incorporated by reference, neither the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of their members, directors or
executive officers have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division or profits or
losses or the giving or withholding of proxies.
<PAGE> 11
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A List of Members, Managers, Directors and
Executive Officers of Reporting Persons,
incorporated by reference to Exhibit A of
the Schedule 13D of the registrant (File No.
005-38061).
Exhibit B Purchase Agreement, dated as of June 15,
2000, by and among the Company, Americas III
and UBS Capital LLC (excluding exhibits),
incorporated by reference to Exhibit B of
the Schedule 13D of the registrant (File No.
005-38061).
Exhibit C Certificate of Designation, Number,
Powers, Preferences and Relative,
Participating, Optional and Other Rights of
Series A Convertible Preferred Stock of IFX
Corporation, incorporated by reference to
Exhibit C of the Schedule 13D of the
registrant (File No. 005-38061).
Exhibit D Stockholders Agreement, dated as of June
15, 2000, by and among the Company, Americas
III, UBS Capital LLC, International
Technology Investments, LLC, Lee S. Casty,
Joel Eidelstein and Michael Shalom
(excluding exhibits), incorporated by
reference to Exhibit D of the Schedule 13D
of the registrant (File No. 005-38061).
Exhibit E Registration Rights Agreement, dated as of
June 15, 2000, by and among the Company,
Americas III, UBS Capital LLC, International
Technology Investments, LLC and Lee S.
Casty, incorporated by reference to Exhibit E
of the Schedule 13D of the registrant
(File No. 005-38061).
Exhibit F Joint Filing Agreement, incorporated by
reference to Exhibit F of the Schedule 13D
of the registrant (File No. 005-38061).
11
<PAGE> 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: July 20, 2000
UBS CAPITAL AMERICAS III, L.P.
By: UBS Capital Americas (LA-Advisor) LLC
By: /s/ Charles W. Moore
--------------------------------------------
Name: Charles W. Moore
Title: Principal
By: /s/ Marc Unger
--------------------------------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS CAPITAL JERSEY CORPORATION II,
LTD.
By: /s/ Derek Smith
--------------------------------------------
Name: Derek Smith
Title: Director
By: /s/ Andrew Evans
--------------------------------------------
Name: Andrew Evans
Title: Director
<PAGE> 13
UBS CAPITAL AMERICAS (LA-ADVISORS)
LLC
By: /s/ Charles W. Moore
-----------------------------------
Name: Charles W. Moore
Title: Principal
By: /s/ Marc Unger
-----------------------------------
Name: Marc Unger
Title: Chief Financial Officer
UBS AG
By: /s/ Robert Mills
-----------------------------------
Name: Robert Mills
Title: Managing Director
By: /s/ Robert Dinerstein
-----------------------------------
Name: Robert Dinerstein
Title: Managing Director
