-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VwaYywEUHyGWXbm2+L6/4Nvi40AyZfESd5KOUiWt6AFa6zO1nLCP3NDs/A/6sNog GkYn7u2tyBA0O5wOxCOiIg== 0000950123-02-008715.txt : 20020906 0000950123-02-008715.hdr.sgml : 20020906 20020906121000 ACCESSION NUMBER: 0000950123-02-008715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020906 GROUP MEMBERS: UBS AG GROUP MEMBERS: UBS CAPITAL JERSEY CORPORATION II LTD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS CAPITAL AMERICAS III LP CENTRAL INDEX KEY: 0001117191 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UBS CAPITAL JERSEY II LLD, PO BOX 72 STREET 2: 44 ESPLANADE,ST HELLER,JERSEY JF4 8PN CITY: CHANNEL ISLANDS STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: UBS CAPITAL AMERIAS LA ADVISORS LLC STREET 2: 299 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10171 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IFX CORP CENTRAL INDEX KEY: 0000792861 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 363399452 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38061 FILM NUMBER: 02758169 BUSINESS ADDRESS: STREET 1: 707 SKOKIE BLVD 5TH FLOOR CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8474129411 MAIL ADDRESS: STREET 1: 707 SKOKIE BLVD 5TH FLOOR CITY: NORTHBROOK STATE: IL ZIP: 60062 FORMER COMPANY: FORMER CONFORMED NAME: 312 FUTURES INC DATE OF NAME CHANGE: 19860916 FORMER COMPANY: FORMER CONFORMED NAME: CARL JACK 312 FUTURES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y63669sc13dza.txt AMENDMENT NO.8 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) 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 LLP 425 Park Avenue New York, New York 10022 (212) 836-8000 AUGUST 15, 2002 (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. SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 2 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UBS CAPITAL AMERICAS III, L.P. ("AMERICAS III") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, 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 Jersey, Channel Islands 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER Americas III beneficially owns 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common NUMBER OF Stock), and 4,451,790 shares of Series D Convertible SHARES Preferred Stock (convertible into 8,903,580 shares of BENEFICIALLY Common Stock). In addition, Americas III beneficially OWNED BY owns 527,775 shares of Series D Convertible Preferred EACH Stock of the Company issuable to Americas III at any REPORTING time upon the exercise of an option. Upon issuance, PERSON such preferred shares would be currently convertible WITH into 1,055,550 shares of Common Stock. Furthermore, Americas III beneficially owns 5,329,500 shares of a new class of convertible preferred stock ("New Preferred Stock") of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 9. SOLE DISPOSITIVE POWER 0
2 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 3 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 10. SHARED DISPOSITIVE POWER Americas III beneficially owns 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock). In addition, Americas III beneficially owns 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, Americas III beneficially owns 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Americas III beneficially owns 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock). In addition, Americas III beneficially owns 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, Americas III beneficially owns 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The Reporting Person beneficially owns approximately 70.9% of the Common Stock. 14. TYPE OF REPORTING PERSON* PN
*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. 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UBS CAPITAL JERSEY CORPORATION II, LTD ("UBS JERSEY") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY
3 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 4 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)).
4 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 5 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The Reporting Person beneficially owns approximately 70.9% of the Common Stock. 14. TYPE OF REPORTING PERSON* CO
5 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 6 OF 22 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. 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UBS CAPITAL AMERICAS III, LLC f/k/a UBS CAPITAL AMERICAS (LA-ADVISOR) LLC ("ADVISOR") 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 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, U.S.A. 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into NUMBER OF 2,969,930 shares of Common Stock), and 4,451,790 SHARES shares of Series D Convertible Preferred Stock BENEFICIALLY (convertible into 8,903,580 shares of Common Stock) OWNED BY beneficially owned by Americas III. In addition, EACH 527,775 shares of Series D Convertible Preferred REPORTING Stock of the Company issuable to Americas III at any PERSON time upon the exercise of an option. Upon issuance, WITH such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 9. SOLE DISPOSITIVE POWER 0
6 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 7 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 10. SHARED DISPOSITIVE POWER 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The Reporting Person beneficially owns approximately 70.9% of the Common Stock. 14. TYPE OF REPORTING PERSON* OO
7 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 8 OF 22 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. 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UBS AG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7. SOLE VOTING POWER 101,543 shares of Series A Convertible Preferred Stock (convertible into 416,667 shares of Common Stock), 220,913 shares of Series B Convertible Preferred Stock (convertible into 257,732 shares of Common Stock), 156,311 shares of Series C Convertible Preferred Stock (convertible into 156,311 shares of Common Stock), and 234,305 shares of Series D Convertible Preferred Stock (convertible into 468,610 shares of Common Stock) beneficially owned by UBS Capital LLC. In addition, 27,778 shares of Series D Convertible Preferred Stock of the Company issuable to UBS Capital LLC at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 55,556 shares of Common Stock. Furthermore, 280,500 shares of New Preferred Stock of the Company issuable to UBS Capital LLC at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 280,500 shares of Common Stock. (See Item 4(a)). NUMBER OF SHARES BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 1,929,326 shares of Series A Convertible Preferred Stock REPORTING (convertible into 7,916,667 shares of Common Stock), PERSON 4,197,349 shares of Series B Convertible Preferred Stock WITH (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)).
8 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 9 OF 22 PAGES COMMON STOCK AND COMMON -- --- STOCK ISSUED UPON CONVERSION) 9. SOLE DISPOSITIVE POWER 101,543 shares of Series A Convertible Preferred Stock (convertible into 416,667 shares of Common Stock), 220,913 shares of Series B Convertible Preferred Stock (convertible into 257,732 shares of Common Stock), 156,311 shares of Series C Convertible Preferred Stock (convertible into 156,311 shares of Common Stock), and 234,305 shares of Series D Convertible Preferred Stock (convertible into 468,610 shares of Common Stock) beneficially owned by UBS Capital LLC. In addition, 27,778 shares of Series D Convertible Preferred Stock of the Company issuable to UBS Capital LLC at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 55,556 shares of Common Stock. Furthermore, 280,500 shares of New Preferred Stock of the Company issuable to UBS Capital LLC at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 280,500 shares of Common Stock. (See Item 4(a)). 10. SHARED DISPOSITIVE POWER 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock) beneficially owned by Americas III. In addition, 527,775 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 1,055,550 shares of Common Stock. Furthermore, 5,329,500 shares of New Preferred Stock of the Company issuable to Americas III at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into 5,329,500 shares of Common Stock. (See Item 4(a)). 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,929,326 shares of Series A Convertible Preferred Stock (convertible into 7,916,667 shares of Common Stock), 4,197,349 shares of Series B Convertible Preferred Stock (convertible into 4,896,907 shares of Common Stock), 2,969,930 shares of Series C Convertible Preferred Stock (convertible into 2,969,930 shares of Common Stock), and 4,451,790 shares of Series D Convertible Preferred Stock (convertible into 8,903,580 shares of Common Stock held by Americas III) 101,543 shares of Series A Convertible Preferred Stock (convertible into 416,667 shares of Common Stock), 220,913 shares of Series B Convertible Preferred Stock (convertible into 257,732 shares of Common Stock), 156,311 shares of Series C Convertible Preferred Stock (convertible into 156,311 shares of Common Stock), and 234,305 shares of Series D Convertible Preferred Stock (convertible into 468,610 shares of Common Stock) held by UBS Capital LLC. In addition, 527,775 shares and 27,778 shares of Series D Convertible Preferred Stock of the Company issuable to Americas III and UBS Capital LLC, respectively, at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into an aggregate of 1,111,106 shares of Common Stock. Furthermore, 5,329,500 shares and 280,500 shares of New Preferred Stock of the Company issuable to Americas III and UBS Capital LLC, respectively, at any time upon the exercise of an option. Upon issuance, such preferred shares would be currently convertible into an aggregate of 5,610,000 shares of Common Stock. (See Item 4(a)). 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) The Reporting Person beneficially owns approximately 71.9% of the Common Stock. 14. TYPE OF REPORTING PERSON* CO
9 SCHEDULE 13D CUSIP NO. 449518 20 8 (FOR PAGE 10 OF 22 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. 10 ITEM 1. SECURITY AND ISSUER. This Amendment No. 8 (this "Amendment No. 8") 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. 8 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 Nos. 1, 2, 3, 4, 5, 6, and 7 filed with the Securities and Exchange Commission on July 20, 2000, October 17, 2000, March 14, 2001, May 30, 2001, October 30, 2001, February 19, 2002 and July 18, 2002, respectively. The principal executive office of the Company is located at 15050 N.W. 79th Court, Suite 200, Miami Lakes, Florida 33016. ITEM 2. IDENTITY AND BACKGROUND. (a) and (b) The following information is given with respect to the persons filing this statement: 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 is set forth on Exhibit A. (d) and (e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of their respective members, directors or executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order Page 11 of 22 Pages 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 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 except Lawrence A. Weinbach, Joseph J. Grano, John Costas, and Mark B. Sutton. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The purchase price paid by Americas III was (i) an aggregate of $23,750,000 for the 1,929,326 shares of the Company's Series A Convertible Preferred Stock, par value $1.00 per share ("Series A Preferred Stock"), (ii) $14,690,721.50 for the 4,197,349 shares of Series B Convertible Preferred Stock, par value $1.00 per share ("Series B Preferred Stock"), (iii) (x) $6,650,000 in cash, (y) 1,425,000 shares of Common Stock and (z) cancellation of indebtedness in the amount of $122,289, for the 3,682,430 shares of Series C Convertible Preferred Stock, par value $1.00 per share ("Series C Preferred Stock"), and (iv) (x) $1,140,000 in cash, (y) 712,500 shares of Series C Convertible Preferred Stock, and (z) cancellation of indebtedness in the amount of $2,064,649.32, for the 4,451,790 shares of Series D Convertible Preferred Stock, par value $1.00 per share ("Series D Preferred Stock"). The purchase price paid by UBS Capital LLC, the wholly owned subsidiary of UBS AG, was (i) an aggregate of $1,250,000 for the 101,543 shares of Series A Preferred Stock, (ii) $773,195.50 for the 220,913 shares of Series B Preferred Stock, (iii) (x) $350,000 in cash, (y) 75,000 shares of Common Stock and (z) cancellation of indebtedness in the amount of $6,435 for the 193,811 shares of Series C Preferred Stock, and (iv) (x) $60,000.00 in cash, (y) 37,500 shares of Series C Convertible Preferred Stock, and (z) cancellation of indebtedness in the amount of $108,665.88 for the 234,305 shares of Series D Convertible Preferred Stock. The source of the funds for such purchases was the working capital of Americas III and UBS Capital LLC, respectively, shares of Common Stock and cancellation of indebtedness. ITEM 4. PURPOSES OF TRANSACTION. On August 15, 2002, UBS Capital Americas III, L.P. ("Americas III") and UBS Capital LLC entered into an Amended and Restated Put Agreement, dated as of August 15, 2002, appearing as Exhibit M hereto, pursuant to which Americas III and UBS AG, through its 100% ownership of UBS Capital LLC, are entitled to exchange shares of Tutopia.com Inc. ("Tutopia") for shares of the Company's Series D Convertible Preferred Stock and a new class of the Company's preferred stock. The Amended and Restated Put Agreement amends and restates, in its entirety, a similar agreement previously in effect and is further described in item 4(a) below. As previously reported, Americas III and UBS Capital LLC entered into a Purchase Agreement, dated as of February 19, 2002, by and among the Company, Americas III, UBS Capital Page 12 of 22 Pages LLC, ITI, LSC, Eidelstein, Shalom, Casty and Bursztyn, which appears as Exhibit C hereto (the "Series D Purchase Agreement"). As a result of the consummation of the transactions contemplated by the Series D Purchase Agreement, on June 28, 2002, Americas III and UBS Capital LLC purchased 4,451,790 and 234,305 shares, respectively, of Series D Preferred Stock for an aggregate of $1,200,000 in cash plus the surrender of 750,000 shares of Series C Preferred Stock and cancellation of approximately $2,173,315 of indebtedness (the "Series D Financing"). The Series D Preferred Stock was authorized pursuant to a Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of the Series D Convertible Preferred Stock of IFX Corporation, which was filed with the Secretary of State of the State of Delaware and appears as Exhibit D hereto (the "Series D Certificate of Designation"). The Series D Preferred Stock carries a liquidation preference such that, upon a bankruptcy, liquidation, dissolution or winding up of the Company (including a sale of control of the Company), each holder of Series D Preferred Stock will be entitled to receive, prior and in preference to any distribution to holders of the Common Stock, $6.00 per share (the "Stated Amount") plus dividends at the rate of 10% per annum from the date of issuance through the liquidation (the "Stated Preference"), plus, each holder of Series D Preferred Stock will be entitled to participate in distributions to Common Stock holders as if such Series D Preferred Stock were converted into Common Stock; provided, that the amount that each holder will be entitled to receive in respect of each share of Series D Preferred Stock will be limited to a maximum amount equal to 3-1/2 times the Stated Preference. The Series D Preferred Stock is entitled to vote on all matters submitted to the holders of the Common Stock and has 1.54 votes per share. The Series D Preferred Stock is convertible into Common Stock on a one-for-two basis, subject to customary anti-dilution adjustments. Pursuant to the Series D Certificate of Designation, holders of the Series D Preferred Stock have preemptive rights with respect to certain issuances by the Company of its capital stock or securities convertible into such capital stock. Simultaneously with the consummation of the Series D Financing, a Fourth Amended and Restated Stockholders Agreement, dated June 28, 2002 was entered into by and among the Company, Americas III, UBS Capital LLC, ITI, Eidelstein, Shalom, LSC, Bursztyn, and Casty appearing as Exhibit E hereto (the "Amended and Restated Stockholders Agreement"). The Amended and Restated Stockholders Agreement provides (i) for certain restrictions on transfer of shares of the Company's capital stock by the parties thereto, (ii) that, subject to certain limitations, the holders of a majority of the outstanding capital stock of the Company have the right to require the other stockholders party thereto to join in a sale of the Company and (iii) the parties with the right to designate members of the Company's Board of Directors. (See Item 4(d) below.) As previously reported, Americas III and UBS Capital LLC entered into a Purchase Agreement, dated as of October 11, 2001, by and among the Company, Americas III and UBS Capital LLC, which appears as Exhibit F hereto (the "Series C Purchase Agreement"). As a result of the consummation of the transactions contemplated by the Series C Purchase Agreement, on February 19, 2002, Americas III and UBS Capital LLC purchased 3,682,430 and 193,811 shares, respectively, of Series C Preferred Stock for an aggregate of $7,000,000.00 plus the surrender of 1,500,000 shares of Common Stock and cancellation of approximately $128,724 of indebtedness. Page 13 of 22 Pages The Series C Preferred Stock purchased pursuant to the Series C Purchase Agreement is subject to the Amended and Restated Stockholders Agreement. The Series C Preferred Stock was authorized pursuant to a Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of the Series C Convertible Preferred Stock of IFX Corporation, which was filed with the Secretary of State of the State of Delaware and which appears as Exhibit G hereto. The Series C Preferred Stock has substantially the same rights and privileges as the Series D Preferred Stock, except (i) each share of Series C Preferred Stock has a Stated Amount of $3.00 per share, (ii) each share of Series C Preferred Stock is currently convertible into 1.00 share of Common Stock, subject to customary anti-dilution adjustments and (iii) each share of Series C Preferred Stock has 2.3356 votes per share. As previously reported, Americas III and UBS Capital LLC entered into a Purchase Agreement, dated as of March 13, 2001, by and among the Company, Americas III and UBS Capital LLC, which appears as Exhibit H hereto (the "Series B Purchase Agreement"). As a result of the consummation of the transactions contemplated by the Series B Purchase Agreement, on May 7, 2001, Americas III and UBS Capital LLC purchased 4,197,349 and 220,913 shares, respectively, of Series B Preferred Stock for a price of $3.50 per share or $15,463,918 in the aggregate. The Series B Preferred Stock purchased pursuant to the Series B Purchase Agreement is subject to the Amended and Restated Stockholders Agreement. The Series B Preferred Stock was authorized pursuant to a Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of the Series B Convertible Preferred Stock of IFX Corporation, which was filed with the Secretary of State of the State of Delaware (the "Series B Certificate of Designation"). In connection with the Series C Purchase Agreement, an Amended Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of the Series B Preferred Stock of the Company appearing as Exhibit I hereto was filed with the Secretary of State of the State of Delaware to amend and restate, in its entirety, the Series B Certificate of Designation previously reported. As a result, the Series B Preferred Stock has substantially the same rights and privileges as the Series D Preferred Stock, except (i) each share of Series B Preferred Stock has a Stated Amount of $3.50 per share, (ii) each share of Series B Preferred Stock is currently convertible into 1.17 shares of Common Stock, subject to customary anti-dilution adjustments and (iii) each share of Series B Preferred Stock has 1.4344 votes per share. As previously reported, Americas III and UBS Capital LLC entered into a Purchase and Sale Agreement dated as of October 13, 2000, by and among ITI, Shalom, Americas III and UBS Capital LLC, which appears as Exhibit J hereto (the "ITI Purchase Agreement"). Under the ITI Purchase Agreement, on October 13, 2000, Americas III and UBS Capital LLC purchased 1,425,000 and 75,000 shares of Common Stock, respectively, from ITI for a price of $6.00 per share or $9,000,000 in the aggregate. The Common Stock purchased by Americas III and UBS Capital LLC pursuant to the ITI Purchase Agreement was surrendered to the Company as part of the purchase price for the Series C Preferred Stock pursuant to the Series C Purchase Agreement. Page 14 of 22 Pages As previously reported, Americas III and UBS Capital LLC entered into a Purchase Agreement, dated as of June 15, 2000, by and among the Company, Americas III and UBS Capital LLC, which appears as Exhibit K hereto (the "Series A Purchase Agreement"). Under the Series A Purchase Agreement, on June 15, 2000, Americas III and UBS Capital LLC purchased 1,149,878 and 60,520 shares of Series A Preferred Stock, respectively, for a price of $12.31 per share or $14,900,000 in the aggregate. In addition, on July 17, 2000, in accordance with the Series A Purchase Agreement, Americas III and UBS Capital LLC purchased 779,447 shares and 41,024 shares of Series A Preferred Stock, respectively, for a price of $12.31 per share or $10,100,000 in the aggregate. The Series A Preferred Stock purchased pursuant to the Series A Purchase Agreement is subject to the Amended and Restated Stockholders Agreement. The Series A Preferred Stock was 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 (the "Series A Certificate of Designation"). In connection with the Series C Purchase Agreement, an Amended Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of the Series A Preferred Stock of the Company appearing as Exhibit L hereto was filed with the Secretary of State of the State of Delaware to amend and restate, in its entirety, the Series A Certificate of Designation previously reported. As a result, the Series A Preferred Stock has substantially the same rights and privileges as the Series D Preferred Stock, except (i) each share of Series A Preferred Stock has a Stated Amount equal to $12.31 per share, (ii) each share of Series A Preferred Stock is currently convertible into 4.10 shares of Common Stock, subject to customary anti-dilution adjustments and (iii) each share of Series A Preferred Stock has one vote per share. 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 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 Reporting Persons deem appropriate. 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). (a) Pursuant to the Series C Purchase Agreement, on February 19, 2002, the Company, Americas III and UBS Capital LLC entered into a Put Agreement, (the "Original Tutopia Put Agreement"), under which, until February 19, 2003, Americas III and UBS Capital LLC are entitled to exchange shares of Tutopia for up to 5,329,500 and 280,500 shares of a newly designated class of convertible preferred stock of the Company, respectively. Such convertible preferred stock will have substantially the same terms and conditions as the Series C Preferred Stock, other than the right to participate with holders of the Common Stock in distributions by the Company upon a bankruptcy, liquidation, dissolution or winding up of the Company ("New Preferred Stock"). Page 15 of 22 Pages In connection with an investment in Tutopia Series B Preferred Stock of Tutopia, on August 15, 2002, the Company entered into an Amended and Restated Put Agreement amending and restating the Original Tutopia Put Agreement in its entirety (the "Amended and Restated Tutopia Put Agreement"). Under the Amended and Restated Tutopia Put Agreement, until February 19, 2003, Americas III and UBS Capital LLC are entitled to exchange shares of Tutopia for up to 527,775 and 27,778 shares of Series D Preferred Stock, respectively, in addition to the shares of New Preferred Stock described above. (b) None. (c) None. (d) Pursuant to the Amended Series A Certificate of Designation, the Amended Series B Certificate of Designation, the Series C Certificate of Designation and the Series D Certificate of Designation (collectively referred to herein as the "Certificates of Designation"), the holders of a majority of the voting power of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, voting as a single class, are entitled to appoint a majority of the members of the Board of Directors. As such the Reporting Persons are entitled to appoint four out of seven representatives to the Company's Board of Directors, one of which is an independent director. The Amended and Restated Stockholders Agreement reflects the foregoing rights to appoint representatives to the Company's Board of Directors. In addition, the Amended and Restated Stockholders Agreement provides for the appointment of an additional independent director acceptable to parties to such agreement, including Americas III and UBS Capital LLC. Richard Capone, George Duarte and Mark O. Lama, Principals of Advisor, and Patrick Delhougne, an independent director, currently serve on the Board as designees of Americas and UBS Capital LLC and currently intend to remain on the Company's Board of Directors. (e) The Company must obtain the approval of the holders of a majority of the voting power of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock voting as a class, prior to declaring, paying or setting aside dividends on any capital stock of the Company or any of its subsidiaries. In connection with the Series D financing, a certificate of amendment to the Company's Restated Certificate of Incorporation was filed increasing (i) the number of authorized shares of the Company's Common Stock from 60,000,000 to 110,000,000 and (ii) the number of authorized shares of the Company's preferred stock from 20,000,000 to 40,000,000. (f) None. (g) Pursuant to the Certificates of Designation, the Company is required to obtain the approval of a majority of the voting power of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, 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 Page 16 of 22 Pages 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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, (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. See paragraph (e) above. (h) None. (i) None. (j) None. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) Based on the Company's Form 10-Q for the fiscal quarter ended March 31, 2002, 12,776,495 shares of Common Stock were outstanding as of April 30, 2002. Americas III, UBS Jersey, Advisor and UBS AG are the beneficial owners of 1,929,326 shares of Series A Preferred Stock, 4,197,349 shares of Series B Preferred Stock, 2,969,930 shares of Series C Preferred Stock and 4,451,790 shares of Series D Preferred Stock which are currently convertible into an aggregate of 24,687,084 shares of Common Stock. In addition, the Reporting Persons beneficially own 5,329,500 shares of New Preferred Stock and 527,775 shares of Series D Convertible Preferred Stock issuable at any time pursuant to the Tutopia Amended and Restated Put Agreement. Upon issuance, such shares would be convertible into 5,329,500 shares and 1,055,550 shares, respectively, of Common Stock, subject to anti-dilution adjustments. Such Reporting Persons, therefore, beneficially own approximately 70.9% of the issued and outstanding shares of Common Stock. (ii) UBS AG also beneficially owns 101,543 shares of Series A Preferred Stock, 220,913 shares of Series B Preferred Stock, 156,311 shares of Series C Preferred Stock and 234,305 shares of Series D Preferred Stock which are currently convertible into an aggregate of 1,299,320 shares of Common Stock. In addition, UBS AG beneficially owns 280,500 shares of New Preferred Stock and 27,778 shares of Series D Convertible Preferred Stock issuable at any time pursuant to the Tutopia Amended and Restated Put Agreement. Upon issuance, such shares would be convertible into 280,500 shares and 55,556 of Common Stock, respectively, subject to anti-dilution adjustments. Such holdings represent, in the aggregate, beneficial ownership of approximately 11.3% of the issued and outstanding Common Stock. UBS AG, therefore, is the beneficial owner of approximately 71.9% 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. Page 17 of 22 Pages (b) The Reporting Persons have shared power to vote or direct the vote and dispose or direct the disposition of all shares identified in paragraph (a)(i) above. UBS AG has sole power to vote or direct the vote and dispose or direct the disposition of all shares identified in paragraph (a)(ii) above. (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. Pursuant to the Series D Purchase Agreement, the Company, Americas III, UBS Capital LLC, ITI, LSC, Bursztyn, and Casty entered into a Third Amended and Restated Registration Rights Agreement, dated as of June 28, 2002, appearing as Exhibit N hereto (the "Amended and Restated Registration Rights Agreement") in which the Company has granted the Reporting Person certain registration rights with respect to Common Stock. 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. 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) filed on July 18, 2002. Exhibit B Joint Filing Agreement, incorporated by reference to Exhibit F of the Schedule 13D of the registrant (File No. 005-38061) filed on June 26, 2000. Exhibit C IFX Corporation Series D Convertible Preferred Stock Purchase Agreement, dated as of February 19, 2002, by and among the Company, Americas III, UBS Capital LLC, ITI, LSC, Eidelstein, Shalom, Casty and Bursztyn, incorporated by reference to Exhibit K Page 18 of 22 Pages of Amendment No. 6 to Schedule 13D of the Registrant (File No. 005-38061) filed on February 19, 2002. Exhibit D Certificate of Designation, Numbers, Powers, Preference and Relative, Participating, Optional and Other Rights of Series D Convertible Preferred Stock of IFX Corporation, incorporated by reference to Exhibit D of the Schedule 13D of the registrant (File No. 005-38061) filed on July 18, 2002. Exhibit E Fourth Amended and Restated Stockholder's Agreement, dated as of June 28, 2002, by and among the Company, Americas III, UBS Capital LLC, International Technology Investments LC, LSC, LLC, Jak Bursztyn, Lee Casty, Joel Eidelstein and Michael Shalom (excluding exhibits), incorporated by reference to Exhibit E of the Schedule 13D of the registrant (File No. 005-38061) filed on July 18, 2002. Exhibit F IFX Corporation Series C Convertible Preferred Stock Purchase Agreement, dated as of October 11, 2001, by and among the Company, Americas III and UBS Capital LLC, incorporated by reference to Exhibit K of Amendment No. 5 to Schedule 13D of the registrant (File No. 005-38061) filed on October 30, 2001. Exhibit G Certificate of Designation, Numbers, Powers, Preference and Relative, Participating, Optional and Other Rights of Series C Convertible Preferred Stock of IFX Corporation, incorporated by reference to Exhibit D of Amendment No. 6 to Schedule 13D of the registrant (File No. 005-38061) filed on February 19, 2002. Exhibit H Purchase Agreement, dated as of March 13, 2001, by and among the Company, Americas III and UBS Capital LLC (excluding exhibits), incorporated by reference to Exhibit H of Amendment No. 3 to Schedule 13D the registrant (File No. 005-38061) filed on March 14, 2001. Exhibit I Amended Certificate of Designation, Numbers, Powers, Preference and Relative, Participating, Optional and Other Rights of Series B Convertible Preferred Stock of IFX Corporation incorporated by reference to Exhibit G of Amendment No. 6 to Schedule 13D of the Registrant (File No. 005-38061) filed on February 19, 2002. Exhibit J Purchase and Sale Agreement, dated as of October 13, 2000, by and among ITI, Shalom, Americas III and UBS Capital LLC (excluding exhibits), incorporated by reference to Exhibit G of Amendment No. Page 19 of 22 Pages 2 to Schedule 13D of the registrant (File No. 005-38061) filed on October 17, 2000. Exhibit K 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) filed on June 26, 2000. Exhibit L Amended Certificate of Designation, Numbers, Powers, Preference and Relative, Participating, Optional and Other Rights of Series A Convertible Preferred Stock of IFX Corporation incorporated by reference to Exhibit J of Amendment No. 6 to Schedule 13D of the registrant (File No. 005-38061) filed on February 19, 2002. Exhibit M Amended and Restated Put Agreement, dated as of August 15, 2002, by and among the Company, Americas III and UBS Capital LLC, attached as Exhibit M hereto. Exhibit N Third Amended and Restated Registration Rights Agreement, dated as of June 28, 2002, by and among Americas III, UBS Capital LLC, ITI, LSC, LLC, Jak Bursztyn and Lee Casty, incorporated by reference to Exhibit N of the Schedule 13D of the registrant (File No. 005-38061) filed on July 18, 2002. Page 20 of 22 Pages 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: September 6, 2002 UBS CAPITAL AMERICAS III, L.P. By: UBS Capital Americas III, LLC By: /s/Mark O. Lama -------------------------------- Name: Mark O. Lama Title: Principal By: /s/Marc Unger -------------------------------- Name: Marc Unger Title: Chief Financial Officer UBS CAPITAL JERSEY CORPORATION II, LTD. By: /s/Derek Smith -------------------------------- Name: Derek Smith Title: Director By: /s/Nigel Le Quesne -------------------------------- Name: Nigel Le Quesne Title: Director Page 21 of 22 Pages UBS CAPITAL AMERICAS III, LLC By: /s/Mark O. Lama --------------------------------- Name: Mark O. Lama Title: Principal By: /s/Marc Unger --------------------------------- Name: Marc Unger Title: Chief Financial Officer UBS AG By: /s/Robert Mills --------------------------------- Name: Robert Mills Title: Managing Director By: /s/Robert Dinerstein --------------------------------- Name: Robert Dinerstein Title: Managing Director Page 22 of 22 Pages EX-99.M 3 y63669exv99wm.txt AMENDED AND RESTATED PUT AGREEMENT EXHIBIT M AMENDED AND RESTATED PUT AGREEMENT AMENDED AND RESTATED PUT AGREEMENT, dated as of June 28, 2002 among IFX CORPORATION, a Delaware corporation (the "Company"), UBS CAPITAL AMERICAS III, L.P., a Delaware limited partnership ("UBS LP"), and UBS CAPITAL LLC, a Delaware limited liability company (collectively with UBS LP and their respective successors and assigns, "UBS"). Certain capitalized terms used but not otherwise defined herein are defined in Section 1. WHEREAS, the Company and UBS entered into that certain Put Agreement on February 19, 2002 (the "Original Put Agreement"); and WHEREAS, the Company and UBS have entered into that certain IFX Corporation Series D Convertible Preferred Stock Purchase Agreement, dated as of February 19, 2002 (the "Preferred Stock Purchase Agreement"); and WHEREAS, one of the conditions to consummation of the transactions contemplated by the Preferred Stock Purchase Agreement is the amendment and restatement of the Original Put Agreement. NOW, THEREFORE, the parties hereto agree to amend and restate the Original Put Agreement as follows: 1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings specified below: (a) "Exchange Ratio" shall mean (i) with respect to each share of Tutopia Series A Preferred Stock which is put to the Company hereunder, 0.700833 shares of IFX Series E Preferred Stock, (ii) with respect to each share of Tutopia Series B Preferred Stock which is put to the Company hereunder, 0.350415 shares of IFX Series D Preferred Stock, and (iii) with respect to each share of Tutopia Common Stock which is put to the Company hereunder, 0.700833 shares of IFX Series E Preferred Stock. (b) "IFX Common Stock" shall mean the common stock, par value $.02 per share, of the Company. (c) "IFX Preferred Stock" shall mean, collectively, the IFX Series D Stock and the IFX Series E Preferred Stock. (d) "IFX Series D Preferred Stock" shall mean the Company's Series D Convertible Preferred Stock set forth in the Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series D Convertible Preferred Stock filed with the Secretary of State of Delaware on June 27, 2002, as amended from time to time. (e) "IFX Series E Preferred Stock" shall have the meaning set forth in Section 3(a). (f) "Pro Rata Portion" shall mean a percentage of the total number of Tutopia Shares owned by a given holder thereof equal to the percentage of the total number of Tutopia Shares owned by UBS on an as-converted basis which UBS elects to sell to the Company pursuant to a Put Option. (g) "Tutopia" shall mean Tutopia.com, Inc., a Delaware corporation. (h) "Tutopia Common Stock" shall mean the common stock, par value $.001 per share, of Tutopia. (i) "Tutopia Series A Preferred Stock" shall mean the Series A Convertible Preferred Stock, $.001 par value per share, of Tutopia. (j) "Tutopia Series B Preferred Stock" shall mean the Series B Convertible Preferred Stock, $.001 par value per share, of Tutopia. (k) "Tutopia Shares" shall mean, collectively, shares of Tutopia Common Stock, Tutopia Series A Preferred Stock and Tutopia Series B Preferred Stock. (l) "Tutopia Stockholders Agreement" shall mean the Amended and Restated Stockholders Agreement dated as of August 31, 2000 by and among Tutopia, Latin Guide, Inc., UBS, LSC, LLC and the other parties named therein, as amended. 2. Put Option. (a) From and after the date hereof until the first (1st) anniversary of the date of the Original Put Agreement (the "Expiration Date"), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the "UBS Put Notice"), to put to the Company all or any portion of its Tutopia Shares (the "Put Option") at a price per share equal to the Exchange Ratio. (b) Within ten (10) days after each receipt of a UBS Put Notice, the Company shall promptly make an offer to all other holders of Tutopia Shares (other than Latin Guide, Inc.) who are parties to the Tutopia Stockholders Agreement, by written notice thereof, to purchase a Pro Rata Portion of the Tutopia Shares held by each such holder thereof at a price per share equal to the Exchange Ratio and on the other terms and conditions set forth herein. UBS and all such other holders of Tutopia Shares who deliver a put notice (collectively with the UBS Put Notice, the "Put Notices") to the Company within fifteen (15) days after receipt of a notice from the Company pursuant to this Section 2(b), shall be considered to have exercised the Put Option simultaneously as of the date the Company received the UBS Put Notice for purposes of this Agreement. (c) Within thirty (30) days following the date of a UBS Put Notice, the Company shall purchase or cause one or more of its subsidiaries to purchase and each Seller (as defined below) shall sell to the Company the Tutopia Shares put pursuant to the Put Notices (subject to the Sellers' complying with any rights of first refusal or other restrictions on transfer of such Tutopia Shares). (d) At the closing of a purchase of Tutopia Shares pursuant this Agreement (a "Closing"), UBS and each of the other holders of Tutopia Shares which accepted the offer to 2 purchase made pursuant to Section 2(b) (collectively with UBS, the "Sellers") shall deliver the certificate or certificates representing the Tutopia Shares owned by such Seller to be sold to the Company, free and clear of all liens and encumbrances (other than pursuant to the Tutopia Stockholders Agreement), and the Company, as payment therefor, will issue and deliver to such Seller the appropriate number of shares of IFX Preferred Stock in the form of a single certificate (or such greater number of certificates representing such shares as such Seller may request), each dated the date of Closing and registered in such Seller's name (or in the name of such Seller's nominee(s)). (e) At each Closing, each Seller which is not then a party to the Stockholders Agreement or the Registration Rights Agreement (as such terms are defined in the Preferred Stock Purchase Agreement) shall become a party to each such agreement by executing and delivering to the Company a counterpart signature page thereof. In addition, at each Closing, each Seller shall represent and warrant to the Company that it is acquiring the shares of IFX Preferred Stock for its own account, for investment purposes only, and with no present intention of distributing, selling or otherwise disposing of them, and each other holder of Tutopia Shares shall waive any further rights under the Tutopia Stockholders Agreement (with respect to the Tutopia Shares put) as a condition to participating in the Put Option. In the event that any Seller refuses or fails to become a party to such agreements or make such representation and warranty or otherwise fails to comply with all of the obligations of a Seller hereunder, then such Seller shall be deemed to have revoked the exercise of its Put Option and shall not be entitled to have its Pro Rata Portion of Tutopia Shares purchased by the Company at the Closing. Each Tutopia stockholder who is not an accredited investor (as such term is defined in Rule 501 under the Securities Act) will, at the request of the Company, appoint a purchaser representative (as such term is defined under the Securities Act) reasonably satisfactory to the Company and such stockholder. 3. Covenants of the Company. The Company hereby covenants to UBS as follows: (a) As soon as practicable following receipt of the UBS Put Notice, but in any event no later than twenty (20) days thereafter, the Company shall file with the Secretary of State of the State of Delaware a Certificate of Designation, Number, Powers, Preferences and Relative, Participating and Other Rights (the "IFX Series E Preferred Certificate") authorizing a new series of preferred stock of the Company (the "IFX Series E Preferred Stock") substantially in the form of the Series C Certificate (as defined below). The IFX Series E Preferred Stock shall have all of the rights, preferences, privileges and restrictions of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock") set forth in the Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series C Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Delaware on February 19, 2002, as amended from time to time (the "Series C Certificate"); provided, however, that upon a bankruptcy, liquidation, dissolution or winding up of the Company, the holders of IFX Series E Preferred Stock shall not be entitled to receive out of the assets or funds of the Company by reason of their ownership of such IFX Series E Preferred Stock amounts in excess of the Stated Preference as is provided with respect to the Series C Preferred Stock in the Series C Certificate. 3 (b) At each Closing, (i) the shares of IFX Preferred Stock to be issued and sold to each Seller at such Closing shall have been duly authorized and, when delivered, will be duly and validly issued and outstanding, fully paid and nonassessable, and will be free of Encumbrances (as defined in the Preferred Stock Purchase Agreement), (ii) the IFX Common Stock issuable upon conversion of the IFX Preferred Stock will have been duly authorized, will have been reserved for issuance upon conversion of the IFX Preferred Stock, and, when issued, will be duly and validly issued and outstanding, fully paid and nonassessable and will be free of Encumbrances, and (iii) the shares of Common Stock issuable upon conversion of the IFX Preferred Stock to be issued and sold to such Seller at the Closing shall have been duly listed or admitted for trading on the Nasdaq National Market or such other stock exchange or listing service as the IFX Common Stock is then listed or admitted for trading. 4. Conditions to Obligations of the Sellers. The obligation of each of the Sellers to sell its Tutopia Shares which it has agreed to sell at the Closing pursuant to its Put Option, and the other obligations of each of the Sellers under this Agreement, are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in writing in whole or in part by such Seller: (a) Performance. The Company and each of its subsidiaries shall have performed and complied in all material respects with all agreements, conditions and covenants contained herein required to be performed or complied with by it prior to or at the Closing, including without limitation the covenants set forth in Section 3. (b) Absence of Litigation. (i) The consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; (ii) no court or other governmental authority shall have determined that any applicable law makes illegal the consummation of the transactions contemplated hereby and no proceeding with respect to the application of any such applicable law to such effect shall be pending or threatened; and (iii) no proceeding shall be pending or shall have been threatened which seeks to impose liability upon any of the Sellers by reason of the consummation of the transactions contemplated by this Agreement. (c) Consents. Such Seller and the Company shall have obtained any and all necessary consents and governmental approvals, and shall have made any and all filings and declarations necessary or appropriate for the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any foreign anti-competition, antitrust or pre-merger notification rules and regulations, if applicable, shall have been complied with. (d) Filing of Certificate. Prior to or contemporaneously with the Closing the IFX Series E Preferred Certificate shall have been duly filed with the Secretary of State of the State of Delaware and shall be in full force and effect as of the Closing and shall not have been amended or modified without the consent of UBS. 4 (e) Other Documents. The Company shall have delivered to each of the Sellers such other documents and completed such other proceedings relating to the transactions contemplated by this Agreement as any Seller may reasonably request. 5. Conditions to Obligations of the Company. The obligation of the Company to purchase each Seller's Tutopia Shares which such Seller has agreed to sell at the Closing pursuant to the Put Option, and the other obligations of the Company under this Agreement with respect to such Seller, are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in writing in whole or in part by the Company: (a) Performance. Such Seller shall have performed and complied in all material respects with all agreements, conditions and covenants contained herein required to be performed or complied with by it prior to or at the Closing. (b) Absence of Litigation. (i) The consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited by any applicable law, including any order, injunction, decree or judgment of any court or other governmental authority; (ii) no court or other governmental authority shall have determined that any applicable law makes illegal the consummation of the transactions contemplated hereby and no proceeding with respect to the application of any such applicable law to such effect shall be pending or threatened; and (iii) no proceeding shall be pending or shall have been threatened which seeks to impose liability upon the Company or any of its subsidiaries by reason of the consummation of the transactions contemplated by this Agreement. (c) Consents. The Company shall have obtained any and all material necessary consents and governmental approvals, and shall have made any and all material filings and declarations necessary or appropriate for the consummation of the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any foreign anti-competition, antitrust or pre-merger notification rules and regulations, if applicable, shall have been complied with. 6. General. (a) Transfer; Assignment. UBS may transfer or assign its rights under this Agreement, in whole or in part. (b) Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in the manner provided in the Preferred Stock Purchase Agreement. (c) Amendments. This Agreement may not be modified, changed, amended, terminated or abandoned except in a writing signed by UBS and the Company. (d) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York and of the United States of 5 America sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that the venue thereof may not be appropriate, that such suit, action or proceeding is improper or that this Agreement or any of the documents referred to in this Agreement may not be enforced in or by said courts, and each patty hereto irrevocably agrees that all claims with respect to such suit, action or proceeding may be heard and determined in such a New York state or federal court. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party in the manner provided in Section 6(b) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. (e) Publicity. Except as required by applicable law or the requirements of any securities exchange or market (in which case the text of the announcement shall be provided to the other parties and the other parties shall be allowed reasonable time to comment prior to dissemination to the public), no party shall make any public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other parties. (f) Entire Agreement. This Agreement contains the entire agreement and understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. (g) Further Assurances. Each party shall cooperate and take such actions as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby and thereby. (h) Counterparts. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. (i) Termination. This Agreement shall terminate upon the later to occur of (i) the Expiration Date or (ii) the date of the last Closing of any Put Options that were exercised pursuant to Put Notices that were sent prior to the Expiration Date. (j) No Third Party Rights. This Agreement is not intended and shall not be construed to create any rights in any persons other than the parties listed on the signature page hereto, and no person shall be entitled to assert any rights as third party beneficiary hereunder. 6 IN WITNESS WHEREOF, the parties have executed this AMENDED AND RESTATED PUT AGREEMENT as of the date set forth in the first paragraph hereof. IFX CORPORATION By: ----------------------------- Name: Joel Eidelstein Title: President UBS CAPITAL AMERICAS III, L.P. By: UBS Capital Americas III, LLC By: ----------------------------- Name: Mark O. Lama Title: Principal By: ----------------------------- Name: Marc Unger Title: Chief Financial Officer 7 UBS CAPITAL LLC By: ---------------------------- Name: Mark O. Lama Title: Attorney-in-Fact By: ---------------------------- Name: Marc Unger Title: Attorney-in-Fact 8 -----END PRIVACY-ENHANCED MESSAGE-----