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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2000
IFX Corporation
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(Exact name of Registrant as Specified in Its Charter)
Delaware 0-15187 36-3399452
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(State or Other Jurisdiction of (Commission file number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
IFX Corporation
707 Skokie Blvd., 5th Floor
Northbrook, Illinois 60062
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
(847) 412-9411
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(Registrant's Telephone Number, Including Area Code)
_____________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On June 15, 2000, Registrant secured a commitment for $25 million in funding
($14.9 million payable on June 15, 2000 and $10.1 million payable on the
subsequent closing date) from UBS Capital Americas III, L.P. and UBS Capital LLC
(collectively, the "Purchasers"), to be used for working capital purposes.
Pursuant to the Stock Purchase Agreement dated as of June 15, 2000, by and among
Registrant and the Purchasers (the "Stock Purchase Agreement"), the Purchasers
purchased 1,210,398 shares of IFX Class I Series A Preferred Stock.
Furthermore, UBS Capital Americas III, L.P. and UBS Capital LLC shall
collectively purchase up to an additional 820,471 shares of IFX Class II Series
A Preferred Stock (for an aggregate purchase price of $10.1 million) on the
subsequent closing date of the Stock Purchase Agreement.
The number of members of the Board of Directors of Registrant was increased from
six to seven. Under the terms of the Certificate of Designation, the Purchasers
are entitled to elect one director to the Board of Directors of Registrant.
Under a Stockholders Agreement entered into as of June 15, 2000 among the
Purchasers, Lee S. Casty, Joel Eidelstein, Michael Shalom and International
Technology Investments, L.C. ("ITI"), the parties thereto who hold Registrant
Common Stock have agreed to vote for the election of an additional director
designated by the Purchasers, a director designated by Mr. Casty, a director
designated by ITI, a director jointly designated by ITI and Mr. Casty, and two
independent directors reasonably acceptable to the Purchasers. The Stockholders
Agreement replaces a terminated agreement among Messrs. Casty, Shalom and ITI
regarding voting for directors.
Tutopia.com, Inc. ("Tutopia"), an indirect subsidiary of Registrant, obtained a
$15 million commitment for the purchase of Tutopia Series A Convertible
Preferred Stock from Purchasers. Subject to certain conditions the purchase is
expected to close at approximately the same time as the purchase by the
Purchasers of Registrant's Class II Series A Preferred Stock. Latin Guide, Inc.,
a wholly-owned subsidiary of IFX Corp., is the majority shareholder of Tutopia.
The purchase of the Tutopia Series A Convertible Preferred Stock may result in a
change of control of Tutopia.
Lee Casty, who owns more than 10% of the Common Stock of the Registrant, has
agreed to purchase up to $5 million of Tutopia Series A Convertible Preferred
Stock on the same terms and conditions as the sale to the Purchasers.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
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Exhibit Number Description of Exhibit
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3(i) Restated Certificate of Incorporation of the Registrant
3(ii) By-laws, effective June 15, 2000
4.1 Certificate of Designation, Powers, Preferences and Rights
of Series A Convertible Preferred Stock of the Registrant
4.2 Registration Rights Agreement dated as of June 15, 2000
among the Registrant, UBS Capital Americas III, L.P., UBS
Capital LLC, International Technology Investments, LC and
Lee S. Casty
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10.1 Stockholders Agreement dated as of June 15, 2000 among Registrant,
UBS Capital Americas III, L.P., UBS Capital LLC, International
Technology Investments, LC, Joel Eidelstein, Michael Shalom and Lee
S. Casty
10.2 Stock Purchase Agreement dated as of June 15, 2000 among the
Registrant, UBS Capital Americas III, L.P. and UBS Capital LLC
10.3 Form of Non-Qualified Stock Option Agreement between the Registrant
and employee with attached schedule describing actual option grants
10.4 Employment Agreement dated as of January 1, 2000 between Joel
Eidelstein and the Registrant
10.5 Stock Option Agreement dated as of November 10, 1998, between Joel
Eidelstein and the Registrant
10.6 Employment Agreement dated as of January 1, 2000 between Michael
Shalom and the Registrant
10.7 Amendment to Employment Agreement dated as of April 1, 2000 between
Zalman Lekach and the Registrant
10.8 Stock Option Agreement dated as of January 1, 2000, between Zalman
Lekach and the Registrant
10.9 Employment Agreement dated as of June 26, 1999 between Jose Leiman
and the Registrant
10.10 Amended and Restated Stock Purchase Agreement dated as of June 12,
2000, between Registrant and Lee S. Casty
10.11 Form of Directors Stock Option Agreement with attached schedule
describing actual option grants
99.1 Press release dated June 16, 2000
99.2 Press release dated June 16, 2000
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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
By: /s/ Joel Eidelstein
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Joel Eidelstein,
President
Date: July 5, 2000
IFX CORPORATION
EXHIBIT INDEX
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Exhibit Number Description of Exhibit
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3(i) Restated Certificate of Incorporation of the Registrant
3(ii) By-laws, effective June 15, 2000
4.1 Certificate of Designation, Powers, Preferences and Rights
of Series A Convertible Preferred Stock of the Registrant
4.2 Registration Rights Agreement dated as of June 15, 2000
among the Registrant, UBS Capital Americas III, L.P., UBS
Capital LLC, International Technology Investments, LC and
Lee S. Casty
10.1 Stockholders Agreement dated as of June 15, 2000 among
Registrant, UBS Capital Americas III, L.P., UBS Capital LLC,
International Technology Investments, LC, Joel Eidelstein,
Michael Shalom and Lee S. Casty
10.2 Stock Purchase Agreement dated as of June 15, 2000 among the
Registrant, UBS Capital Americas III, L.P. and UBS Capital
LLC
10.3 Form of Non-Qualified Stock Option Agreement between the
Registrant and employee with attached schedule describing
actual option grants
10.4 Employment Agreement dated as of January 1, 2000 between
Joel Eidelstein and the Registrant
10.5 Stock Option Agreement dated as of November 10, 1998,
between Joel Eidelstein and the Registrant
10.6 Employment Agreement dated as of January 1, 2000 between
Michael Shalom and the Registrant
10.7 Amendment to Employment Agreement dated as of April 1, 2000
between Zalman Lekach and the Registrant
10.8 Stock Option Agreement dated as of January 1, 2000, between
Zalman Lekach and the Registrant
10.9 Employment Agreement dated as of June 26, 1999 between Jose
Leiman and the Registrant
10.10 Amended and Restated Stock Purchase Agreement dated as of
June 12, 2000, between Registrant and Lee S. Casty
10.11 Form of Directors Stock Option Agreement with attached
schedule describing actual option grants
99.1 Press release dated June 16, 2000
99.2 Press release dated June 16, 2000
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