jg11-1411_sc13d.htm

0000909518-11-000376.txt : 20111114 0000909518-11-000376.hdr.sgml : 20111111 20111114154754 ACCESSION NUMBER: 0000909518-11-000376 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20111114 DATE AS OF CHANGE: 20111114 GROUP MEMBERS: AMERICAN SECURITIES ASSOCIATES V LLC GROUP MEMBERS: AMERICAN SECURITIES LLC GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(B) L.P. GROUP MEMBERS: AMERICAN SECURITIES PARTNERS V(C) L.P. GROUP MEMBERS: AS PRESIDIO HOLDINGS LLC GROUP MEMBERS: PRESIDIO HOLDINGS INC. GROUP MEMBERS: PRESIDIO IS CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INX Inc CENTRAL INDEX KEY: 0001020017 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 760515249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53357 FILM NUMBER: 111202098 BUSINESS ADDRESS: STREET 1: 6401 SOUTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77074 BUSINESS PHONE: 7137952000 MAIL ADDRESS: STREET 1: 6401 SOUTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77074 FORMER COMPANY: FORMER CONFORMED NAME: I SECTOR CORP DATE OF NAME CHANGE: 20010712 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTAR SYSTEMS INC DATE OF NAME CHANGE: 19960730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Presidio, Inc. CENTRAL INDEX KEY: 0001533933 IRS NUMBER: 411254123 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7601 ORA GLEN DRIVE CITY: GREENBELT STATE: MD ZIP: 20770 BUSINESS PHONE: 800-452-6926 MAIL ADDRESS: STREET 1: 7601 ORA GLEN DRIVE CITY: GREENBELT STATE: MD ZIP: 20770 SC 13D 1 jg11-1411_sc13d.htm SCHEDULE 13D jg11-1411_sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

INX Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

46185W109

(CUSIP Number)

Eric Schondorf

c/o American Securities LLC

299 Park Avenue, 34th Floor

New York, New York 10171

(212) 476-8000

Copies to:

Michael E. Weisser, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8249

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 1, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7(b) 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 46185W109				Page 2 of 21 Pages
1	NAME OF REPORTING PERSONS Presidio, Inc.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Georgia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

1 Beneficial ownership of 2,761,031 shares of Company Common Stock (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreements (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any Company Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

2 The percentage set forth above is based on 9,714,792 shares of common stock outstanding as of August 1, 2011, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the Company’s fiscal quarterly period ended June 30, 2011.

SCHEDULE 13D

CUSIP No. 46185W109				Page 3 of 21 Pages
1	NAME OF REPORTING PERSONS Presidio IS Corp.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No. 46185W109				Page 4 of 21 Pages
1	NAME OF REPORTING PERSONS Presidio Holdings Inc.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No. 46185W109				Page 5 of 21 Pages
1	NAME OF REPORTING PERSONS AS Presidio Holdings LLC
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

SCHEDULE 13D

CUSIP No. 46185W109				Page 6 of 21 Pages
1	NAME OF REPORTING PERSONS American Securities Partners V, L.P.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 46185W109				Page 7 of 21 Pages
1	NAME OF REPORTING PERSONS American Securities Partners V(B), L.P.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 46185W109				Page 8 of 21 Pages
1	NAME OF REPORTING PERSONS American Securities Partners V(C), L.P.
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 46185W109				Page 9 of 21 Pages
1	NAME OF REPORTING PERSONS American Securities Associates V, LLC
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) PN

SCHEDULE 13D

CUSIP No. 46185W109				Page 10 of 21 Pages
1	NAME OF REPORTING PERSONS American Securities LLC
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) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)				□
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER None
		8	SHARED VOTING POWER 2,761,0311 (See Item 5)
		9	SOLE DISPOSITIVE POWER None (See Item 5)
		10	SHARED DISPOSITIVE POWER None (See Item 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,761,0311 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)				□
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4%2
14	TYPE OF REPORTING PERSON (See Instructions) PN

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 per share (“Company Common Stock”), of INX Inc., a Delaware corporation (the “Company” or the “Issuer”). The Company’s principal executive offices are located at 1955 Lakeway Drive, Lewisville, Texas 75057. The Company’s telephone number at such address is (469) 549-3800.

Item 2. Identity and Background

(a) This Statement on Schedule 13D is filed jointly by (i) Presidio, Inc., a Georgia Corporation (“Presidio”); (ii) Presidio IS Corp., a Delaware corporation (“IS Corp.”); (iii) Presidio Holdings Inc., a Delaware corporation (“Holdings Inc.”); (iv) AS Presidio Holdings LLC, a Delaware limited liability corporation (“Holdings LLC” and, with IS Corp. and Holdings Inc., the “Presidio Holding Entities”); (v) American Securities Partners V, L.P., a Delaware limited partnership (“AS V”); (vi) American Securities Partners V(B), L.P., a Delaware limited partnership (“AS V(B)”); (vii) American Securities Partners V(C), L.P., a Delaware limited partnership (“AS V(C)” and, with AS V and AS V(B), the “Sponsors”, the beneficial owners of Presidio); (viii) American Securities Associates V, LLC (“GP”), the general partner of each Sponsor; and (ix) American Securities LLC, which provides investment advisory services to each Sponsor and GP (the “Advisor”) (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 99.5.

(b) The principal office and business address of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, New York 10171.

(c) The principal business of the Advisor is to provide investment advisory services. The principal business of each Sponsor is to provide capital for, and make investments in equity and debt securities and other business opportunities. The principal business of the GP is to act as the general partner, and be responsible for the business and affairs of, each of the Sponsors, as described above. The Presidio Holding Entities were formed for the purpose of entering into the acquisition of Presidio by the Sponsors. Presidio is the sole stockholder of Indigo Merger Sub, Inc. (“Merger Sub”), which was formed for the purpose of consummating the Merger (as defined herein).

The name, business address, present principal occupation or employment and citizenship for each director, executive officer, manager or general partner, as applicable, are set forth in Appendix A-1 - A-4 hereto, for entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D, respectively, and incorporated herein by reference.

(d) and (e) None of the Reporting Persons nor any of the persons or entities referred to in Appendix A-1 - A-4 hereto has, during the last five years, (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, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Each person identified on Appendix A-1 - A-4 attached hereto is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 4 hereof, Presidio, Merger Sub and the Company entered into an Agreement and Plan of Merger, dated as of November 1, 2011 (the “Merger Agreement”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. As an inducement for Presidio to enter into the Merger Agreement and in consideration thereof, (i) James H. Long (“Long”), (ii) Mark T. Hilz (“Hilz”) and (iii) William M. Sams (“Sams”, and together with Long and Hilz, the “Stockholders”), each entered into a Voting and Proxy Agreement, dated November 1, 2011, with Presidio (collectively, the “Voting Agreements”), which are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference. Other than its obligations to enter into and be bound by the Merger Agreement, the Reporting Persons did not pay any consideration to the Stockholders in connection with the execution and delivery of the Voting Agreements. For a description of the Merger Agreement and the Voting Agreements, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.

Page 11 of 21

References to, and descriptions of, the Merger Agreement and the Voting Agreements and the transactions contemplated thereby are only a summary, are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and the Voting Agreements, respectively, copies of which are filed as Exhibits to this Statement and which are incorporated herein by reference in this Item 3 in their entirety.

Item 4. Purpose of Transaction

(a) - (b) As stated above, the Voting Agreements were entered into as an inducement for Presidio to enter into the Merger Agreement. Subject to the terms and conditions thereof, the Merger Agreement provides for the merger (the “Merger”) of Merger Sub with and into the Company. At the effective time of the Merger (the “Effective Time”), each outstanding share of Company Common Stock (other than treasury shares and shares held by Merger Sub, Presidio or any direct or indirect wholly owned subsidiary of Presidio) shall be converted into the right to receive $8.75 in cash, without interest (the “Merger Consideration”). At the Effective Time, each option to acquire Company Common Stock outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each, an “Option”) shall be cancelled and converted into the right to receive a cash amount equal to the net amount of the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (ii) the number of shares subject to such Option. At the Effective Time, each share of restricted Company Common Stock outstanding immediately prior to the Effective Time (whether or not vested) (each, a “Company Restricted Stock”) shall become fully vested and each such share of Company Restricted Stock will be treated at the Effective Time the same as, and have the same rights, including the right to receive the Merger Consideration, and be subject to the same conditions as, each share of Company Common Stock not subject to any restrictions.

Pursuant to the Voting Agreements, at any meeting of the stockholders of the Issuer at which the Merger Agreement or the transactions contemplated by the Merger Agreement are submitted for the vote of the Issuer’s stockholders or in a circumstance where consent is sought with respect to the approval of Merger Agreement and related transactions, the Stockholders are required, with respect to their shares of Company Common Stock, to vote or provide such consent (i) in favor of the adoption or approval of the Merger Agreement, (ii) against any alternative acquisition proposal, and (iii) against any amendment to the Merger Agreement or agreement that could reasonably be expected to prevent, interfere or delay the transactions contemplated by the Merger Agreement. Each Stockholder has also granted an irrevocable proxy to Presidio, and any Presidio designee, to vote (or cause to be voted) such Stockholder’s shares of Company Common Stock, or grant a consent in respect of such shares, in accordance with the immediately preceding sentence. The Stockholders have entered into the Voting Agreements only in their capacities as stockholders of the Company and may vote such shares on all other matters submitted to the Company’s stockholders for their approval.

The Stockholders also agreed that, without the prior written consent of Presidio, they will not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell any of their shares of Company Common Stock, subject to certain exceptions (including, with respect to the Stockholders, the ability to transfer shares to affiliates that agree to be bound by the terms of the Voting Agreements). Further, the Voting Agreements contain a “no-solicitation” restriction on the ability of the Stockholders to solicit alternative acquisition proposals, provide information and engage in discussions with third parties. The Voting Agreements terminate and are of no further force or effect (other than certain provisions which survive) upon the earlier of (i) any material amendment to the Merger Agreement that decreases the Merger Consideration or otherwise alters the Merger Agreement in any material respect unless such amendment has been consented to by the Stockholder in writing prior to such amendment and (ii) the termination of the Merger Agreement in accordance with its terms or upon the consummation of the Merger.

(d) Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Company (the surviving corporation in the Merger), until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Company and applicable law.

(e) Not applicable.

(f) Not applicable.

(g) Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the surviving corporation in the Merger) shall be amended and restated to read in its entirety as set forth in Exhibit 1.4(a) to the Merger

Page 12 of 21

Agreement and, as so amended and restated, shall be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or by applicable law. Pursuant to the Merger Agreement, at the Effective Time, the bylaws of the Company (the surviving corporation in the Merger) shall be amended and restated to read in its entirety as set forth in Exhibit 1.4(b) to the Merger Agreement and, as so amended and restated, shall be the bylaws of the surviving corporation until thereafter amended as provided therein or by applicable law.

(h) – (i) The Company Common Stock is traded on the NASDAQ Global Market (“NASDAQ”) under the trading symbol “INXI.” If the Merger is consummated, the Company Common Stock will cease to be quoted on the NASDAQ and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Act”). Presidio intends to cause the surviving corporation to terminate the registration of the shares of Company Common Stock under the Act as soon as the requirements for termination of registration are met.

(j) Not applicable.

Item 5. Interest in Securities of the Issuer

(a) As a result of the Voting Agreements, the Reporting Persons may be deemed to be the beneficial owner of 2,761,031 shares of Company Common Stock. This number of shares represents approximately 28.4% of the issued and outstanding Company Common Stock based on the number of shares represented by the Company, as set forth in the Company’s Quarterly Report on Form 10-Q for the Company’s fiscal quarterly period ended June 30, 2011. The Reporting Persons disclaim any beneficial ownership of such shares, and nothing herein shall be deemed to be an admission by the Reporting Persons as to the beneficial ownership of such shares. To the knowledge of each of the Reporting Persons, no shares of Company Common Stock are beneficially owned by any of the persons identified in Appendix A-1 – A-4 to this Statement.

(b) The Reporting Persons may be deemed to have shared voting power with respect to 2,761,031 shares of Company Common Stock held by the Stockholders due to the Voting Agreements and their ability to direct the voting of such shares with respect to the matters specified in the Voting Agreements and further described in Item 4. The Reporting Persons, however, do not control the voting of such shares with respect to other matters, and do not possess any other rights as a Company stockholder with respect to such shares.

(c) To the knowledge of each of the Reporting Persons, no transactions in shares of Company Common Stock have been effected during the past sixty days by any person named pursuant to Item 2.

(d) To the knowledge of each of the Reporting Persons, no person other than the Stockholders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

(e) Not applicable.

As stated above, references to, and descriptions of, the Merger Agreement and the Voting Agreements as set forth herein are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement and the Voting Agreements, respectively, copies of which are filed as Exhibits to this Statement and which are incorporated by reference in this Item 5 in their entirety.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth, or incorporated by reference, in Items 3 through 5 of this Statement is hereby incorporated by reference in this Item 6. Except as otherwise described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above, and between any such persons and any other person, with respect to any securities of the Company.

Page 13of 21

Item 7.	Material to Be Filed as Exhibits
	99.1	Agreement and Plan of Merger, dated as of November 1, 2011, by and among INX Inc., Indigo Merger Sub, Inc. and Presidio, Inc., incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed on November 1, 2011.
	99.2	Voting and Proxy Agreement, dated as of November 1, 2011, by and among James H. Long and Presidio, Inc., filed herewith.
	99.3	Voting and Proxy Agreement, dated as of November 1, 2011, by and among Mark T. Hilz and Presidio, Inc., filed herewith.
	99.4	Voting and Proxy Agreement, dated as of November 1, 2011, by and among William M. Sams and Presidio, Inc., filed herewith.
	99.5	Joint Filing Agreement, dated as of November 14, 2011, by and among Presidio, Inc., Presidio IS Corp., Presidio Holdings Inc., AS Presidio Holdings LLC, American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P., American Securities Associates V, LLC, and American Securities LLC, filed herewith.

Page 14 of 21

SIGNATURE

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.

Dated: November 14, 2011

	PRESIDIO, INC.

	By:	/s/ Eric L. Schondorf
		Name: Eric L. Schondorf
		Title: Vice President

	PRESIDIO IS CORP.

	By:	/s/ Eric L. Schondorf
		Name: Eric L. Schondorf
		Title: Vice President

	PRESIDIO HOLDINGS INC.

	By:	/s/ Eric L. Schondorf
		Name: Eric L. Schondorf
		Title: Vice President

	AS PRESIDIO HOLDINGS LLC By: ASP Manager Corp., its manager

	By:	/s/ Eric L. Schondorf
		Name: Eric L. Schondorf
		Title: Vice President

	AMERICAN SECURITIES PARTNERS V, L.P. By: American Securities Associates V, LLC, its general partner

	By:	/s/ Michael G. Fisch
		Name: Michael G. Fisch
		Title: Managing Member

[Signature Page to 13D Filing]

	AMERICAN SECURITIES PARTNERS V(B), L.P. By: American Securities Associates V, LLC, its general partner

	By:	/s/ Michael G. Fisch
		Name: Michael G. Fisch
		Title: Managing Member

	AMERICAN SECURITIES PARTNERS V(C), L.P. By: American Securities Associates V, LLC, its general partner

	By:	/s/ Michael G. Fisch
		Name: Michael G. Fisch
		Title: Managing Member

	AMERICAN SECURITIES ASSOCIATES V, LLC

	By:	/s/ Michael G. Fisch
		Name: Michael G. Fisch
		Title: Managing Member

	AMERICAN SECURITIES LLC

	By:	/s/ Eric L. Schondorf
		Name: Eric L. Schondorf
		Title: General Counsel

[Signature Page to 13D Filing]

APPENDIX A-1

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

PRESIDIO, INC.

The following table sets forth the name, business address, and present principal occupation or employment of each present director and executive officer of Presidio, Inc., and the principal business and address of any corporation or other organization in which such employment is conducted.

Directors

Name	Employer & Business Address	Current Occupation/Position	Citizenship
Kevin Penn	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Managing Director, American Securities LLC	United States
Aaron Tolson	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Vice President, American Securities LLC	United States
Paul Rossetti	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Managing Director, American Securities LLC	United States
Paul Fletcher	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Chief Financial Officer and Executive Vice President, Presidio, Inc.	United States

Executive Officers

Name	Employer & Business Address	Current Occupation/Position	Citizenship
Paul Fletcher	See "Directors" above.	See "Directors" above.	United States
Eric Schondorf	American Securities 299 Park Avenue 34th Floor New York, NY 10171	General Counsel, American Securities LLC and Vice President and Secretary, Presidio, Inc.	United States
Kevin Mulloy	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Executive Vice President - Operational Strategy, Presidio, Inc.	United States
Jay T. Staples	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	General Counsel and Assistant Secretary, Presidio, Inc.	United States
David Hart	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Chief Technology Officer, Presidio, Inc.	United States
Michael Malesardi	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Controller and Assistant Treasurer, Presidio, Inc.	United States

Page 17 of 21

John DeSarbo

Presidio Networked Solutions, Inc.

7601 Ora Glen Dr., Suite 100

Greenbelt, MD 20770

Senior Vice President, Presidio, Inc.

United States

Page 18 of 21

APPENDIX A-2

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

PRESIDIO HOLDINGS INC.

PRESIDIO IS CORP.

Directors

Name	Employer & Business Address	Current Occupation/Position	Citizenship
Kevin Penn	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Managing Director, American Securities LLC	United States
Aaron Tolson	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Vice President, American Securities LLC	United States
Paul Rossetti	American Securities 299 Park Avenue 34th Floor New York, NY 10171	Managing Director, American Securities LLC	United States

Executive Officers

Name	Employer & Business Address	Current Occupation/Position	Citizenship
Paul Fletcher	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Chief Financial Officer and Executive Vice President, Presidio, Inc.	United States
Eric Schondorf	American Securities 299 Park Avenue 34th Floor New York, NY 10171	General Counsel, American Securities LLC Vice President and Secretary, Presidio, Inc.	United States
Jay T. Staples	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	General Counsel and Assistant Secretary, Presidio, Inc.	United States
Michael Malesardi	Presidio Networked Solutions, Inc. 7601 Ora Glen Dr., Suite 100 Greenbelt, MD 20770	Controller and Assistant Treasurer, Presidio, Inc.	United States

Page 19 of 21

APPENDIX A-3

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

AS PRESIDIO HOLDINGS LLC

AS Presidio Holdings LLC is a Delaware limited liability company and each of American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P., each of which is a Delaware limited partnership, are members of AS Presidio Holding LLC. ASP Manager Corp., a Delaware Corporation, is the manager of AS Presidio Holdings LLC.

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the officers of AS Presidio Holdings LLC are set forth below:

Officers

Name	Employer & Business Address	Current Occupation/Position	Citizenship
Kevin Penn	American Securities 299 Park Avenue, 34th Floor New York, NY 10171	Managing Director, American Securities LLC	United States
Aaron Tolson	American Securities 299 Park Avenue, 34th Floor New York, NY 10171	Vice President, American Securities LLC	United States
Eric Schondorf	American Securities 299 Park Avenue, 34th Floor New York, NY 10171	General Counsel, American Securities LLC and Vice President and Secretary, Presidio, Inc.	United States

Page 20 of 21

APPENDIX A-4

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF

AMERICAN SECURITIES PARTNERS V, L.P.

AMERICAN SECURITIES PARTNERS V(B), L.P.

AMERICAN SECURITIES PARTNERS V(C), L.P.

AMERICAN SECURITIES ASSOCIATES V, LLC

AMERICAN SECURITIES LLC

American Securities Associates V, LLC is a Delaware limited liability company and the general partner of each of American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P., each of which is a Delaware limited partnership.

The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the managing members of American Securities Associates V, LLC are set forth below:

Managing Members

Name	Business Address	Current Occupation/Position
Charles D. Klein Managing Member	c/o American Securities LLC 299 Park Avenue, 34th Floor New York, New York 10171	Managing Director, American Securities LLC
Michael G. Fisch Managing Member	c/o American Securities LLC 299 Park Avenue, 34th Floor New York, New York 10171	President, American Securities LLC
David L. Horing Managing Member	c/o American Securities LLC 299 Park Avenue, 34th Floor New York, New York 10171	Managing Director, American Securities LLC

American Securities LLC is a Delaware limited liability company. Michael G. Fisch serves as president. The business address and phone number of American Securities LLC is 299 Park Avenue, 34th Floor, New York, New York 10171 USA, (212) 476-8000.

Page 21 of 21

EX-99.2 2 jg11-1411_sc13de992.htm EX.99.2 - VOTING AND PROXY AGMT (LONG) jg11-1411_sc13de992.htm

EXHIBIT 99.2

EXECUTION VERSION

VOTING AND PROXY AGREEMENT

THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2011 by and between James H. Long (the “Stockholder”) and Presidio, Inc., a Georgia corporation (“Parent”).

WHEREAS, concurrently herewith, Parent, Indigo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and INX Inc., a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”);

WHEREAS, the Stockholder owns 1,883,921 Common Shares as of the date of this Agreement (such Common Shares held by the Stockholder, together with any other shares of capital stock of the Company acquired by the Stockholder after the date hereof and during the term of this Agreement, whether by purchase or upon exercise of options, warrants, conversion of other convertible securities or otherwise less any Common Shares Transferred as permitted by Section 2(b), being collectively referred to herein as the “Shares”);

WHEREAS, obtaining appropriate stockholder approval is a condition to the Merger;

WHEREAS, as an inducement to Parent to enter into the Merger Agreement, Parent and the Stockholder have agreed to enter into this Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. No Solicitation

(a) General. Subject to Section 1(c) below, the Stockholder shall not, and shall not cause his representatives or agents to, directly or indirectly, (i) initiate or solicit an Acquisition Proposal, (ii) have any discussion with or provide any confidential information to any Person relating to an Acquisition Proposal, or engage in any negotiations concerning an Acquisition Proposal or grant any waiver, amendment or release under any confidentiality restriction in any agreement or under Applicable Law, (iii) approve or recommend any Acquisition Proposal or (iv) approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement or agree to do any of the foregoing related to any Acquisition Proposal.

(b) Ongoing Discussions. The Stockholder shall, and shall cause his agents and representatives to, immediately cease and cause to be terminated any

existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any actual or potential Acquisition Proposal.

(c) Stockholder Capacity. The Stockholder is executing this Agreement solely in his capacity as a stockholder of the Company. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such person’s capacity as a director or officer. Nothing in this Agreement shall limit or affect any actions taken by such person in his capacity as a director or officer of the Company to the extent permitted by the Merger Agreement or following the termination of the Merger Agreement in accordance with its terms.

Section 2. Agreement to Vote; Restrictions on Dispositions; Irrevocable Proxy.

(a) Agreement to Vote. The Stockholder hereby agrees to vote the Shares or execute a written consent in respect thereof, (i) for approval and adoption of the Merger Agreement and the transactions contemplated by the Merger Agreement, as applicable, at any meeting or meetings of the stockholders of the Company at which the Merger Agreement or the transactions contemplated thereunder are submitted for the vote of the Stockholder or in any written consent in respect thereof, (ii) against any other Acquisition Proposal, without regard to any INDIGO Board of Directors recommendation to stockholders concerning such Acquisition Proposal, and without regard to the terms of such Acquisition Proposal, (iii) against any agreement, amendment of any agreement (including the Company's Certificate of Incorporation or By-Laws), or any other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone, or discourage the transactions contemplated by the Merger Agreement, other than those specifically contemplated by this Agreement or the Merger Agreement and (iv) against any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement. Any such vote shall be cast (or consent shall be given) by the Stockholder in accordance with the procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for the purposes of recording such vote (or consent).

(b) Restrictions on Dispositions. The Stockholder hereby agrees that, without the prior written consent of Parent, the Stockholder shall not, directly or indirectly, sell, offer to sell, give, pledge, encumber, assign, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement, arrangement or understanding to sell, any Shares (collectively, “Transfer”) unless such Transfer is a Transfer by the Stockholder of any Shares: (i) to a spouse or lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, lifetime trustee or legatee of the Stockholder, (ii) to any trust, the trustees of which include only Persons named in clause (i) and the beneficiaries of which include only the Persons named in clause (i) or (iii) any corporation, limited liability company or limited or general partnership controlled by the Stockholder or the Persons named in clause (i); provided, in every case that such transferee pursuant to clause (i), (ii) or (iii) executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to

assume all of the Stockholder’s obligations hereunder in respect of the Shares subject to such Transfer and to be bound by the terms of this Agreement, with respect to the Shares subject to such Transfer, to the same extent as the Stockholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the Shares Transferred as the Stockholder shall have made hereunder.

(c) Irrevocable Proxy. Subject to the last two sentences of this Section 2(c), the Stockholder hereby irrevocably appoints Parent or Parent’s designee as the Stockholder’s agent, attorney and proxy, to vote (or cause to be voted) the Shares in accordance with Section 2(a) hereof. This proxy is irrevocable (pursuant to Section 212(e) of the Delaware Law) and coupled with an interest and is granted in consideration of the Company, Parent and Merger Sub entering into the Merger Agreement. In the event that the Stockholder fails for any reason to vote the Shares in accordance with the requirements of Section 2(a) hereof, then the proxyholder shall have the right to vote the Shares in accordance with the provisions of the first sentence of this Section 2(c). The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of the Shares and a vote by the Stockholder of the Shares.

(d) Revocation of Prior Proxies. The Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder prior to the execution hereof with respect to any Shares inconsistent with the terms of this Section 2.

(e) No Inconsistent Agreements. The Stockholder hereby covenants and agrees that, except for this Agreement, the Stockholder, directly or indirectly, (i) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares owned beneficially or of record by the Stockholder, (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares owned beneficially or of record by the Stockholder and (iii) has not entered into any agreement or knowingly taken any action (and shall not enter into any agreement or knowingly take any action ) that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing any of his material obligations under this Agreement.

Section 3. Representations, Warranties and Covenants of the Stockholder. The Stockholder represents and warrants to Parent as follows: (i) the Stockholder has all necessary power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby have been duly authorized by the Stockholder; (iii) assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application which may affect the enforcement of creditor’s rights generally and by general equitable principles; (iv) the execution and delivery of this Agreement by the Stockholder does not conflict with or

violate any law or agreement binding upon him, nor require any consent, notification, regulatory filing or approval and (v) except for restrictions in favor of Parent pursuant to this Agreement and except for the transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the “blue sky” laws of the various States of the United States, the Stockholder owns, beneficially, all of the Shares, as applicable, free and clear of any proxy, voting restriction, adverse claim or other lien and has voting power and power of disposition with respect to all Shares, with no restrictions on the Stockholder’s rights of voting or disposition pertaining thereto, and no Person other than the Stockholder has any right to direct or approve the voting or disposition of any Shares, except in the case of clause (iv) and (v) for violations, breaches or defaults that would not in the aggregate materially impair the ability of the Stockholder to perform his obligations hereunder.

Section 4. Further Assurances. Each party hereto shall execute and deliver such additional instruments and other documents and shall take such further actions (including without limitation, in the case of the Stockholder, any amendments to this Agreement which Parent may reasonably request) as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement.

Section 5. Effectiveness and Termination. It is a condition precedent to the effectiveness of this Agreement that the Merger Agreement shall have been fully executed and delivered and be in full force and effect. This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) the consummation of the Merger and (iii) the delivery of a written notice by the Stockholder to Parent following any amendment to the Merger Agreement to decrease the Merger Consideration or otherwise alter the Merger Agreement in a manner adverse to the Stockholder in any material respect unless such amendment has been consented to by the Stockholder in writing prior to such amendment, in each case other than with respect to this Section 5 and Section 6, which shall survive any termination of this Agreement.

Section 6. Miscellaneous.

(a) Waiver of Appraisal Rights. The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that he may have (if any) under applicable law.

(b) Expenses. Each party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.

(c) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email, cable, telecopy, facsimile, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses:

If to Parent, to Presidio, Inc. 7601 Ora Glen Drive Greenbelt, Maryland 20770
Telephone: Telecopy: Attention: Email:		(301) 313-2082 (301) 313-9982 Kevin Mulloy kmulloy@presidio.com
with a copy to (which shall not constitute notice): Weil, Gotshal & Manges, LLP 767 Fifth Avenue, 31st Floor New York, New York 10153
Telephone: Telecopy: Attention: Email:		(212) 310-8249 (212) 310-8007 Michael E. Weisser, Esq. michael.weisser@weil.com
If to the Stockholder, to
James H. Long
910 Alkire Lake Dr.
Sugar Land, TX 77478
Telephone: Email:	(713) 412-0129 jlong711@gmail.com

(d) Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except by an instrument in writing signed by Parent and each Stockholder.

(e) Successors and Assigns. Except as permitted by Section 2(b), no party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, except that Parent may, without the consent of the Stockholder, assign any of its rights and delegate any of its obligations under this Agreement to any Affiliate of Parent. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties and their respective successors and assigns, including without limitation any corporate successor by merger or otherwise. Notwithstanding any Transfer of Shares consistent with this Agreement, the Stockholder shall remain liable for the performance of all obligations of Stockholder under this Agreement.

(f) No Third Party Beneficiaries. Nothing expressed or referred to in this Agreement will be construed to give any Person, other than the parties to this Agreement, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except as such rights as may inure to a successor or permitted assignee under Sections 2(b) or 6(e).

(g) No Partnership, Agency, or Joint Venture. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.

(h) Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter other than the Merger Agreement and any other agreement, document or instrument expressly referenced therein.

(i) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provisions of this Agreement.

(j) Specific Performance; Remedies Cumulative. The parties hereto acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

(k) No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

(l) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

(m) Jurisdiction. Each of the parties hereto submits to the exclusive jurisdiction of any state or federal court of the United States located in the State of Delaware with respect to any claim or cause of action arising out of this Agreement or the transactions contemplated hereby (and agrees that no such action, suit or proceeding relating to this Agreement or any transaction contemplated hereby shall be brought by him or it except in such courts). Each of the parties hereto, irrevocably and unconditionally, waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any state or federal court of the United States located in the State of Delaware, or

that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Stockholder also agrees that any final and unappealable judgment against such party in connection with any such action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

(n) Waiver of Jury Trial. The Stockholder hereby waives, to the fullest extent permitted by applicable law, any right he may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement. The Stockholder (i) certifies that no representative of any other party has represented, expressly or otherwise, that such other party would not, in the event of any such litigation, seek to enforce the foregoing waiver and (ii) acknowledges that he has been induced to enter into this Agreement by, among other things, the consideration received by the Stockholder in respect of the Shares pursuant to the transactions contemplated by the Merger Agreement.

(o) Drafting and Representation. The parties have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement will be interpreted for or against any party because that party or its legal representative drafted the provision.

(p) Name, Captions, Gender. Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms.

(q) Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the parties hereto.

(r) No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Shares, except as otherwise provided herein.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	PARENT
	PRESIDIO, INC.

	By:	/s/ Eric Schondorf
	Name:	Eric Schondorf
	Title:	Vice President

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./LONG)

	THE STOCKHOLDER
	JAMES H. LONG

	By:	/s/ James H. Long
	Name:	James H. Long

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./LONG)

EX-99.3 3 jg11-1411_sc13de993.htm EX.99.3 - VOTING AND PROXY AGMT (HILZ) jg11-1411_sc13de993.htm

EXHIBIT 99.3

EXECUTION VERSION

VOTING AND PROXY AGREEMENT

THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2011 by and between Mark T. Hilz (the “Stockholder”) and Presidio, Inc., a Georgia corporation (“Parent”).

WHEREAS, the Stockholder owns 43,313 Common Shares as of the date of this Agreement (such Common Shares held by the Stockholder, together with any other shares of capital stock of the Company acquired by the Stockholder after the date hereof and during the term of this Agreement, whether by purchase or upon exercise of options, warrants, conversion of other convertible securities or otherwise less any Common Shares Transferred as permitted by Section 2(b), being collectively referred to herein as the “Shares”);

WHEREAS, obtaining appropriate stockholder approval is a condition to the Merger;

WHEREAS, as an inducement to Parent to enter into the Merger Agreement, Parent and the Stockholder have agreed to enter into this Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

Section 1. No Solicitation

(b) Ongoing Discussions. The Stockholder shall, and shall cause his agents and representatives to, immediately cease and cause to be terminated any

existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any actual or potential Acquisition Proposal.

Section 2. Agreement to Vote; Restrictions on Dispositions; Irrevocable Proxy.

Section 6. Miscellaneous.

(a) Waiver of Appraisal Rights. The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that he may have (if any) under applicable law.

(b) Expenses. Each party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.

		If to Parent, to Presidio, Inc. 7601 Ora Glen Drive Greenbelt, Maryland 20770
		Telephone: Telecopy: Attention: Email:	(301) 313-2082 (301) 313-9982 Kevin Mulloy kmulloy@presidio.com
		with a copy to (which shall not constitute notice): Weil, Gotshal & Manges, LLP 767 Fifth Avenue, 31st Floor New York, New York 10153
		Telephone: Telecopy: Attention: Email:	(212) 310-8249 (212) 310-8007 Michael E. Weisser, Esq. michael.weisser@weil.com
		If to the Stockholder, to
		Mark T. Hilz
		528 E. Hickory Ridge Circle
		Argyle, TX 76226
		Telephone: Telecopy: Email:	(940) 464-7672 (469) 549-8991 mthilz@msn.com

Agreement or any provision of this Agreement except as such rights as may inure to a successor or permitted assignee under Sections 2(b) or 6(e).

(i) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provisions of this Agreement.

(l) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any state or federal court of the United States located in the State of Delaware, or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Stockholder also agrees that any final and unappealable judgment against such party in connection with any such action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	PARENT
	PRESIDIO, INC.

	By:	/s/ Eric Schondorf
	Name:	Eric Schondorf
	Title:	Vice President

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./HILZ)

	THE STOCKHOLDER
	MARK T. HILZ

	By:	/s/ Mark T. Hilz
	Name:	Mark T. Hilz

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./HILZ)

EX-99.4 4 jg11-1411_sc13de994.htm EX.99.4 - VOTING AND PROXY AGMT (SAMS) jg11-1411_sc13de994.htm

EXHIBIT 99.4

EXECUTION VERSION

VOTING AND PROXY AGREEMENT

THIS VOTING AND PROXY AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2011 by and between William M. Sams (the “Stockholder”) and Presidio, Inc., a Georgia corporation (“Parent”).

WHEREAS, the Stockholder owns 833,797 Common Shares as of the date of this Agreement (such Common Shares held by the Stockholder, together with any other shares of capital stock of the Company acquired by the Stockholder after the date hereof and during the term of this Agreement, whether by purchase or upon exercise of options, warrants, conversion of other convertible securities or otherwise less any Common Shares Transferred as permitted by Section 2(b), being collectively referred to herein as the “Shares”);

WHEREAS, obtaining appropriate stockholder approval is a condition to the Merger;

WHEREAS, as an inducement to Parent to enter into the Merger Agreement, Parent and the Stockholder have agreed to enter into this Agreement; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Merger Agreement.

Section 1. No Solicitation

(b) Ongoing Discussions. The Stockholder shall, and shall cause his agents and representatives to, immediately cease and cause to be terminated any

existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any actual or potential Acquisition Proposal.

Section 2. Agreement to Vote; Restrictions on Dispositions; Irrevocable Proxy.

Section 6. Miscellaneous.

(a) Waiver of Appraisal Rights. The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that he may have (if any) under applicable law.

(b) Expenses. Each party shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.

	If to Parent, to Presidio, Inc. 7601 Ora Glen Drive Greenbelt, Maryland 20770
	Telephone: Telecopy: Attention: Email:	(301) 313-2082 (301) 313-9982 Kevin Mulloy kmulloy@presidio.com
	with a copy to (which shall not constitute notice): Weil, Gotshal & Manges, LLP 767 Fifth Avenue, 31st Floor New York, New York 10153
	Telephone: Telecopy: Attention: Email:	(212) 310-8249 (212) 310-8007 Michael E. Weisser, Esq. michael.weisser@weil.com
	If to the Stockholder, to
	William M. Sams
	326 Mantlebrook Drive
	DeSoto, TX 75115
	Telephone: Telecopy: Email:	(214) 754-0911 (214) 969-6920 marethomas05@gmail.com

Agreement or any provision of this Agreement except as such rights as may inure to a successor or permitted assignee under Sections 2(b) or 6(e).

(i) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provisions of this Agreement.

(l) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	PARENT
	PRESIDIO, INC.

	By:	/s/ Eric Schondorf
	Name:	Eric Schondorf
	Title:	Vice President

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./SAMS)

	THE STOCKHOLDER
	WILLIAM M. SAMS

	By:	/s/ William M. Sams
	Name:	William M. Sams

(VOTING AND PROXY AGREEMENT SIGNATURE PAGE – PRESIDIO, INC./SAMS)

EX-99.5 5 jg11-1411_sc13de995.htm EX.99.5 - JOINT FILING AGREEMENT jg11-1411_sc13de995.htm

EXHIBIT 99.5

JOINT FILING AGREEMENT

Each of the undersigned hereby agrees that the Statement on Schedule 13D, dated November 14, 2011 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of INX Inc. is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page left intentionally blank].

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.

	PRESIDIO, INC.

	By: /s/ Eric L. Schondorf________
	Name: Eric L. Schondorf
	Title: Vice President
	PRESIDIO IS CORP.

	By: /s/ Eric L. Schondorf________
	Name: Eric L. Schondorf
	Title: Vice President
	PRESIDIO HOLDINGS INC.

	By: /s/ Eric L. Schondorf________
	Name: Eric L. Schondorf
	Title: Vice President
	AS PRESIDIO HOLDINGS LLC By: ASP Manager Corp., its manager

	By: /s/ Eric L. Schondorf________
	Name: Eric L. Schondorf
	Title: Vice President
	AMERICAN SECURITIES PARTNERS V, L.P. By: American Securities Associates V, LLC, its general partner

	By: /s/ Michael G. Fisch
	Name: Michael G. Fisch
	Title: Managing Member

[Signature Page to Joint Filing Agreement]

	AMERICAN SECURITIES PARTNERS V(B), L.P. By: American Securities Associates V, LLC, its general partner

	By: /s/ Michael G. Fisch
	Name: Michael G. Fisch
	Title: Managing Member
	AMERICAN SECURITIES PARTNERS V(C), L.P. By: American Securities Associates V, LLC, its general partner
	By: /s/ Michael G. Fisch
	Name: Michael G. Fisch
	Title: Managing Member
	AMERICAN SECURITIES ASSOCIATES V, LLC
	By: /s/ Michael G. Fisch
	Name: Michael G. Fisch
	Title: Managing Member
	AMERICAN SECURITIES LLC
	By: /s/ Eric L. Schondorf_______
	Name: Eric L. Schondorf
	Title: General Counsel

[Signature Page to Joint Filing Agreement]