<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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
OCTOBER 13, 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 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
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) / /
2. (b) / /
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
WC
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Jersey, Channel Islands
--------------------------------------------------------------------------------
SOLE VOTING POWER
7. 0
NUMBER OF -------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY Americas III owns 1,149,878 shares of Class I Series A
OWNED BY 8. Convertible Preferred Stock (convertible into 1,149,878
EACH shares of Common Stock), 779,447 shares of Class II
REPORTING Series A Convertible Preferred Stock (convertible into
PERSON 779,447 shares of Common Stock) and 1,425,000 shares of
WITH Common Stock.
-------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
SHARED DISPOSITIVE POWER
Americas III owns 1,149,878 shares of Class I Series A
10. Convertible Preferred Stock (convertible into 1,149,878
shares of Common Stock), 779,447 shares of Class II
Series A Convertible Preferred Stock (convertible into
779,447 shares of Common Stock) and 1,425,000 shares of
Common Stock.
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON Americas III owns 1,149,878 shares of Class I
Series A Convertible Preferred Stock (convertible .
11. into 1,149,878 shares of Common Stock), 779,447 shares
of Class II Series A Convertible Preferred Stock
(convertible into 779,447 shares of Common Stock) and
1,425,000 shares of Common Stock.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES* / /
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Americas III owns 95% of Class I Series A Convertible
Preferred Stock and Class II Series A Convertible
13. Preferred Stock. Including the Common Stock into which
such Convertible Preferred Stock is convertible and the
outstanding Common Stock it owns, Americas III owns
approximately 21.97% of the Common Stock.
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14.
PN
--------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 3 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
*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.
--------------------------------------------------------------------------------
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) / /
2. (b) / /
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
AF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Jersey, Channel Islands
--------------------------------------------------------------------------------
SOLE VOTING POWER
7. 0
--------------------------------------------------------------
SHARED VOTING POWER
1,149,878 shares of Class I Series A Convertible
Preferred Stock (convertible into 1,149,878 shares of
8. Common Stock), 779,447 shares of Class II Series A
NUMBER OF Convertible Preferred Stock (convertible into 779,447
SHARES shares of Common Stock) and 1,425,000 shares of Common
BENEFICIALLY Stock held by Americas III.
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9. 0
PERSON --------------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible
Preferred Stock (convertible into 1,149,878 shares of
10. Common Stock), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,149,878 shares of Class I Series A Convertible
11. Preferred Stock (convertible into 1,149,878 shares of
Common Stock), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES* / /
--------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 4 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
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.
13. Including the Common Stock into which such Convertible
Preferred Stock is convertible and the outstanding
Common Stock it owns, the Reporting Person owns
approximately 21.97% of the Common Stock.
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14.
CO
--------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 5 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
*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.
--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1. UBS CAPITAL AMERICAS III, LLC f/k/a
UBS CAPITAL AMERICAS (LA-ADVISOR) LLC ("ADVISOR")
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
2. (b) / /
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
AF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Delaware, U.S.A.
--------------------------------------------------------------------------------
SOLE VOTING POWER
7. 0
-------------------------------------------------------------
SHARED VOTING POWER
NUMBER OF 1,149,878 shares of Class I Series A Convertible
SHARES Preferred Stock (convertible into 1,149,878 shares of
BENEFICIALLY 8. Common Stock), 779,447 shares of Class II Series A
OWNED BY Convertible Preferred Stock (convertible into 779,447
EACH shares of Common Stock) and 1,425,000 shares of Common
REPORTING Stock held by Americas III.
PERSON -------------------------------------------------------------
WITH 9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible
10. Preferred Stock (convertible into 1,149,878 shares of
Common Stock), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,149,878 shares of Class I Series A Convertible
11. Preferred Stock (convertible into 1,149,878 shares of
Common Stock), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES* / /
--------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 6 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
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.
13. Including the Common Stock into which such Convertible
Preferred Stock is convertible and the outstanding
Common Stock it owns, the Reporting Person owns
approximately 21.97% of the Common Stock.
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14.
OO
--------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 7 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
*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.
--------------------------------------------------------------------------------
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*
2. (a) / /
(b) / /
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
SOURCE OF FUNDS*
4.
AF
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
5. REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Switzerland
--------------------------------------------------------------------------------
SOLE VOTING POWER
60,520 shares of Class I Series A Convertible
Preferred Stock (convertible into 60,520 shares of
7. Common Stock), 41,024 shares of Class II
Series A Convertible Preferred Stock (convertible into
NUMBER OF 41,024 shares of Common Stock) and 75,000 shares of
SHARES Common Stock held by UBS Capital LLC.
BENEFICIALLY ------------------------------------------------------------
OWNED BY SHARED VOTING POWER
EACH 1,149,878 shares of Class I Series A Convertible
REPORTING Preferred Stock (convertible into 1,149,878 shares of
PERSON 8. Common Stock), 779,447 shares of Class II Series A
WITH Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
------------------------------------------------------------
SOLE DISPOSITIVE POWER
60,520 shares of Class I Series A Convertible
Preferred Stock (convertible into 60,520 shares of
9. Common Stock), 41,024 shares of Class II Series A
Convertible Preferred Stock (convertible into 41,024
shares of Common Stock) and 75,000 shares of Common
Stock held by UBS Capital LLC.
------------------------------------------------------------
SHARED DISPOSITIVE POWER
1,149,878 shares of Class I Series A Convertible
Preferred Stock (convertible into 1,149,878 shares of
10. Common Stock), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
shares of Common Stock) and 1,425,000 shares of Common
Stock held by Americas III.
--------------------------------------------------------------------------------
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), 779,447 shares of Class II Series A
Convertible Preferred Stock (convertible into 779,447
11. shares of Common Stock) and 1,425,000 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), 41,024 shares of Class
II Series A Convertible Preferred Stock (convertible
into 41,024 shares of Common Stock) and 75,000 shares
of Common Stock held by UBS Capital LLC.
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES* / /
--------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 449518 20 8 (FOR PAGE 8 OF 17 PAGES
COMMON STOCK AND COMMON
STOCK ISSUED UPON
CONVERSION)
--------------------------------------------------------------------------------
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,
all of which is held by Americas III. Including the
Common Stock into which such Convertible Preferred
Stock is convertible and the outstanding Common Stock
held by Americas III, the Reporting Person owns
approximately 21.97% of the Common Stock. 5% of
13. Class I Series A Preferred Stock and Class II
Series A Convertible Preferred Stock, all of
which is held by UBS Capital LLC. Including the
Common Stock into which such Convertible Preferred
Stock is convertible and the outstanding Common
Stock it owns, the Reporting Person additionally owns
approximately 0.56% of the Common Stock. The
aggregate percentage owned by the Reporting Person
is therefore approximately 22.97% of the Common Stock.
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14.
CO
--------------------------------------------------------------------------------
*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 8 of 17 Pages
<PAGE> 9
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 (this "Amendment No. 2") 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. 2 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 previously amended by Amendment No. 1 to the
Statement on Schedule 13D filed on July 20, 2000 (File No. 005-38061) (the
"Amendment No.1"), as a result of the acquisition on October 13, 2000 by (i) UBS
Capital Americas III, L.P. ("Americas III") of 1,425,000 shares of Common Stock
and (ii) UBS AG, through its 100% ownership of UBS Capital LLC, of 75,000 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 III, LLC f/k/a 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
page 9 of 17
<PAGE> 10
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.
(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 was (i) $23,750,000
for the 1,149,878 shares of Class I Preferred and 779,447 shares of Class II
Preferred and (ii) $8,550,000 for the 1,425,000 shares of Common Stock. The
aggregate purchase price paid by UBS Capital LLC, the wholly owned subsidiary
of UBS AG, was (i) $1,250,000 for the 60,520 shares of Class I Preferred and
the 41,024 shares of Class II Preferred and (ii) $450,000 for the 75,000 shares
of Common Stock. 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.
Americas III and UBS Capital LLC executed a Purchase and Sale Agreement
dated as of October 13, 2000, by and among International Technology Investments
LC, a Nevada limited liability company ("ITI"), Michael Shalom ("Shalom"),
Americas III and UBS Capital LLC, which is incorporated herein by reference to
Exhibit G to this Amendment No. 2 (the "ITI Purchase Agreement"). Under the ITI
Purchase Agreement, Americas III and UBS Capital LLC agreed to purchase
1,425,000 and 75,000 shares of Common Stock, respectively, from ITI.
Simultaneously with the signing of the ITI Purchase Agreement on October 13,
2000, Americas III and UBS Capital LLC purchased such shares of Common Stock for
a price of $6.00 per share or $9,000,000 in the aggregate. The Common Stock
purchased pursuant to the ITI Purchase Agreement is subject to the Stockholders
Agreement (defined below) and Registration Rights Agreement (defined below). The
transaction was conditioned upon, among other things, the receipt of all
necessary consents and approvals, including the waiver of the Company's right of
first refusal with respect to such shares and the Company's consent to the
acquisition of additional securities of the Company by Americas III and UBS
Capital LLC pursuant to the Stockholders Agreement.
page 10 of 17
<PAGE> 11
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.
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.
Each Reporting Person acquired the shares reported for
investment purposes. The Reporting Persons may from time to time acquire
additional shares of the Company in the open market or in privately negotiated
or other transactions, subject to availability of such shares at prices deemed
favorable, the Company's business or financial condition and to other factors
and conditions the
page 11 of 17
<PAGE> 12
Reporting Persons deem appropriate, and subject to limitations set forth in the
Stockholders Agreement. Alternatively, the Reporting Persons may sell all or a
portion of their shares of Preferred Stock or Common Stock in the open market
or in privately negotiated transactions. The Reporting Persons' designees
serving on the Board of Directors of the Company, in their capacity as
directors, provide advice to and consult with the Company's management on
business strategy and operations on an ongoing basis (see paragraph (d) below).
As previously reported, 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 agreed to purchase shares of a newly
created series of preferred stock of Tutopia.com, Inc., a Delaware corporation
("Tutopia"). At such time, Tutopia was a majority owned subsidiary of Latin
Guide, Inc., a Delaware corporation and wholly-owned subsidiary of the Company
("Latin Guide"). Pursuant to the Binding Letter Agreement, Americas III and UBS
Capital LLC executed a Purchase Agreement with the Company, Latin Guide, and
Tutopia, whereby Americas III and UBS Capital LLC agreed to pay Tutopia
$15,000,000, in the aggregate, for 7,134,364 shares of Tutopia's preferred stock
(a per share price of $2.1025). The transaction was consummated on August 31,
2000. UBS now controls Tutopia by reason of its majority ownership of the
preferred stock, which has the right to designate a majority of the Board of
Directors.
(a) None.
(b) None.
(c) None.
(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
page 12 of 17
<PAGE> 13
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.
(f) None.
(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-K for the fiscal year
ended June 30, 2000, 13,337,943 shares of Common Stock were outstanding as of
September 15, 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 and 1,425,000 shares of Common Stock. Such Reporting Person,
therefore, beneficially owns approximately 21.97% of the issued and outstanding
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 and
75,000 shares of Common Stock held by UBS Capital LLC. Such holdings represent,
in the aggregate, approximately 1.31% of the issued and outstanding Common
Stock. UBS AG, therefore, is the beneficial owner of approximately 22.97% of
the issued and 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
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<PAGE> 14
power to vote or direct the vote and dispose or direct the disposition of all
shares identified in paragraph (a)(ii) above.
(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 of profits or losses or the giving or
withholding of proxies.
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<PAGE> 15
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).
Exhibit G Purchase and Sale Agreement, dated as of
October 13, 2000, by and among ITI, Shalom,
Americas III and UBS Capital LLC (excluding
exhibits).
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<PAGE> 16
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: October 17, 2000
UBS CAPITAL AMERICAS III, L.P.
By: UBS Capital Americas III, LLC
By: /s/ Charles W. Moore
------------------------------------
Name: Charles W. Moore
Title: Partner
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
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<PAGE> 17
UBS CAPITAL AMERICAS III, LLC
By: /s/ Charles W. Moore
-----------------------------------
Name: Charles W. Moore
Title: Partner
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
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