UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
IFX CORPORATION
--------------------------
(Name of Issuer)
COMMON STOCK
--------------------------
(Title of Class of Securities)
449518-20-8
--------------------------
(CUSIP Number)
Dennis J. Olle
Adorno & Zeder, P.A.
2601 South Bayshore Drive
Suite 1600
Miami, Florida 33133
(305) 858-5555
--------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1999
--------------------------
(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(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall included signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of the section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D/A
CUSIP No. 449518-20-8 Page 2 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Technology Investments, L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - Nevada, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARE VOTING POWER
OWNED BY 6,000,000 shares of Common Stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
14 TYPE OF REPORTING PERSON (See Instructions)
OO (International Technology Investments, L.C. is a limited
liability company organized under the laws of the State of
Nevada)
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SCHEDULE 13D/A
CUSIP No. 449518-20-8 Page 3 of 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philistar Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2( d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARE VOTING POWER
OWNED BY 6,000,000 shares of Common Stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
SCHEDULE 13D/A
CUSIP No. 449518-20-8 Page 4 of 10
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Shalom
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARE VOTING POWER
OWNED BY 6,000,000 shares of Common Stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D/A
CUSIP No. 449518-20-8 Page 5 of 10
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Matalon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC, BK
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - Jamaica
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARE VOTING POWER
OWNED BY 6,000,000 shares of Common Stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,000,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP NO. 449518-20-8 PAGE 6 OF 10
RIDER TO SCHEDULE 13D/A OF
INTERNATIONAL TECHNOLOGY INVESTMENTS, L.C.
ITEM 1. SECURITY AND ISSUER
Common Stock
IFX Corporation
707 Skokie Boulevard
5th Floor
Northbrook, IL 60062
ITEM 2. IDENTITY BACKGROUND
(a)-(c), (f) The names of the persons filing this Schedule
13D/A are (i) International Technology Investments, L.C., a Nevada limited
liability company ("ITI"); (ii) Philistar Ltd., a Cayman Islands corporation
("Philistar"); (iii) Michael Shalom ("Shalom"); and (iv) Joseph Matalon
("Matalon") (collectively referred to herein as the "Reporting Persons").
Philistar is the holder of a controlling interest in ITI. The directors of
Philistar are Director Services Ltd., a Cayman Islands corporation and
International Corporation Services Ltd., a Cayman Islands corporation. Pursuant
to an amendment of the Operating Agreement of ITI, Michael Shalom is the manager
of ITI. In September 1999, Mr. Shalom was elected as the Chief Executive Officer
of IFX Corporation. Joseph Matalon is a principal and director of Philistar Ltd.
and is also a director of IFX Corporation.
Pursuant to Articles of Merger dated December 27, 1999 and
filed with the Secretary of State of Nevada, International Technologies
Investments, L.C., a Florida limited liability ("ITI Florida") company merged
into International Technologies Investments, L.C., a Nevada limited liability
company. ITI is the surviving entity of the merger and the separate corporate
existence of ITI Florida has ceased. The members, manager and ownership of ITI
are identical to that of ITI Florida.
The principal business of ITI is the investment in IFX
Corporation and similar investment opportunities. The principal business of
Philistar is its investment in ITI and similar investment opportunities. The
principal business of Shalom is as Chief Executive Officer of IFX Corporation.
The principal business of Matalon is as director of Philistar and other business
ventures. The business address of ITI is 2601 South Bayshore Drive, Suite 1600,
Miami, Florida 33133. The business address of Philistar is One Regis Place,
Midland Bank Trust Building, P.O. Box 472G, George Town, Grand Cayman, Cayman
Islands, British West Indies. The business address for Shalom is 17701 Biscayne
Blvd., Third Floor, Miami, FL 33160. The business address of Matalon is 7-9
Harbour Street, Kingston, Jamaica, West Indies.
(d) and (e) During the last five years, none of the Reporting
Persons has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of,
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CUSIP NO. 449518-20-8 PAGE 7 OF 10
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons have acquired shares of Common Stock of
the Issuer pursuant to a Subscription and Joint Venture Agreement dated November
23, 1998 (the "Agreement"), attached hereto as Exhibit A. Pursuant to the
Agreement, ITI irrevocably subscribed (subject to shareholder approval) to
purchase 500,000 shares of Common Stock of the Issuer for an aggregate purchase
price of $1,000,000. Further, the Issuer has granted ITI an option, which is
currently exercisable (subject to shareholder approval), for an additional
5,500,000 shares of the Common Stock of the Issuer for an aggregate purchase
price of $11,000,000. Pursuant to the Agreement ITI will also have the right to
appoint one director to the Issuer's Board of Directors. On August 2, 1999, ITI
exercised its option to purchase additional shares of the Common Stock of the
Issuer and paid the Issuer $1,500,000 to purchase 750,000 shares of the Common
Stock of the Issuer. Additionally, on September 24, 1999, ITI exercised its
option to purchase additional shares of the Common Stock of the Issuer and paid
the Issuer $1,500,000 to purchase 750,000 shares of the Common Stock of the
Issuer. As a result, the amount of shares of Common Stock of the Issuer
currently underlying the option granted in the Agreement is 4,000,000 shares.
Working capital of the Reporting Persons was used to purchase
the initial 500,000 shares of Common Stock of the Issuer and the 750,000 shares
of Common Stock of the Issuer purchased on August 2, 1999. A bank loan in the
amount of $1,500,000 was used by the Reporting Persons to exercise the option to
purchase the additional 750,000 shares of Common Stock of the Issuer on
September 24, 1999. The bank loan was obtained from Scotia Bank. The balance of
the shares underlie the convertible, exercisable option.
ITEM 4. PURPOSE OF TRANSACTION
All shares of Common Stock acquired by the Reporting Persons
have been acquired for investment purposes only. The shares were not acquired
for the purpose of changing or influencing the control of the Issuer; however,
upon exercise of the option and the appointment of the director by ITI the
Reporting Persons acquisition may and have the effect of changing or influencing
the control of the Issuer.
Other than as described above, the Reporting Persons have no
present plans or proposals which relate to or would result in: (i) the
acquisition by any person of any additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Issuer; (vi) any other material change in the Issuer's
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CUSIP NO. 449518-20-8 PAGE 8 OF 10
business or corporate structure including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section 13 of
the Investment Company Act of 1940; (vii) changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person; (viii) causing a class
of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (ix) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
section 12(g)(4) of the Securities and Exchange Act of 1934, as amended; or (x)
any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ITI is the record owner of 2,000,000 shares of the Common
Stock of the Issuer, which represents 23.7% of the issued and outstanding shares
of the Common Stock of the Issuer. In addition, ITI has the option to acquire an
additional 4,000,000 shares of the Common Stock of the Issuer. If such option is
exercised ITI would be the record owner of 6,000,000 shares of the Common Stock
of the Issuer, which would represent 48.2% of the issued and outstanding shares
of the Common Stock of the Issuer.
(b) Philistar is the beneficial owner of 2,000,000 shares of
the Common Stock of the Issuer, which represents 23.7% of the issued and
outstanding shares of the Common Stock of the Issuer. In addition, ITI has the
option to acquire an additional 4,000,000 shares of the Common Stock of the
Issuer. If such option is exercised ITI would be the beneficial owner of
6,000,000 shares of the Common Stock of the Issuer, which would represent 48.2%
of the issued and outstanding shares of the Common Stock of the Issuer. ITI is
deemed to share beneficial ownership of all such shares with Philistar (by
reason of Philistar's status as the holder of a controlling interest in, ITI),
Shalom (as ITI's manager) and Matalon (as principal and director of Philistar).
Collectively, ITI, Shalom, Matalon and Philistar share voting and dispositive
power with respect to these shares.
Shalom is the beneficial owner of 2,000,000 shares of the
Common Stock of the Issuer, which represents 23.7% of the issued and outstanding
shares of the Common Stock of the Issuer. In addition, ITI has the option to
acquire an additional 4,000,000 shares of the Common Stock of the Issuer. If
such option is exercised ITI would be the beneficial owner of 6,000,000 shares
of the Common Stock of the Issuer, which would represent 48.2% of the issued and
outstanding shares of the Common Stock of the Issuer. ITI is deemed to share
beneficial ownership of all such shares with Philistar (by reason of Philistar's
status as the holder of a controlling interest in, ITI), Shalom (as ITI's
manager) and Matalon (as principal and director of Philistar). Collectively,
ITI, Shalom, Matalon and Philistar share voting and dispositive power with
respect to these shares.
Matalon is the beneficial owner of 2,000,000 shares of the
Common Stock of the Issuer, which represents 23.7% of the issued and outstanding
shares of the Common Stock of the Issuer. In addition, ITI has the option to
acquire an additional 4,000,000 shares of the Common Stock of the Issuer. If
such option is exercised ITI would be the beneficial owner of 6,000,000 shares
of the
<PAGE>
CUSIP NO. 449518-20-8 PAGE 9 OF 10
Common Stock of the Issuer, which would represent 48.2% of the issued and
outstanding shares of the Common Stock of the Issuer. ITI is deemed to share
beneficial ownership of all such shares with Philistar (by reason of Philistar's
status as the holder of a controlling interest in, ITI), Shalom (as ITI's
manager) and Matalon (as principal and director of Philistar). Collectively,
ITI, Shalom, Matalon and Philistar share voting and dispositive power with
respect to these shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to the Agreement entered into by ITI and the Issuer,
effective November 23, 1998, the Issuer granted ITI an option to purchase up to
an additional 5,500,000 shares of the Common Stock of the Issuer for an
aggregate purchase price of $11,000,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Subscription and Joint Venture Agreement,
incorporated by reference to the Issuer's
Schedule 13D, as filed with the Securities
and Exchange Commission on December 3, 1998.
Power of Attorney appointing Michael Shalom
as attorney-in-fact for all members of ITI
for any or all amendments to this Schedule
13D, incorporated by reference to the
Issuer's Schedule 13D/A, as filed with the
Securities and Exchange Commission on
September 30, 1999.
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CUSIP NO. 449518-20-8 PAGE 10 OF 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
INTERNATIONAL TECHNOLOGY INVESTMENTS, L.C.,
a Nevada limited liability company
Dated: January 6, 2000 BY: /s/ Michael Shalom
------------------------------------------
Michael Shalom, Manager
