-----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, Q9eqwTDBqGo+izoNlMKUyECsO21/2ZdSFZduOkA8kj5Px4bpN5pAtIHPafnUyOJH sN3E2IVjpxqI82EzdNRyzA== 0000950131-99-006541.txt : 19991203 0000950131-99-006541.hdr.sgml : 19991203 ACCESSION NUMBER: 0000950131-99-006541 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991202 EFFECTIVENESS DATE: 19991202 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-91991 FILM NUMBER: 99768010 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: CARL JACK 312 FUTURES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: 312 FUTURES INC DATE OF NAME CHANGE: 19860916 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 30, 1999 Registration No. 333-__________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________ IFX CORPORATION (Exact name of registrant as specified in its charter) _____________ Delaware 36-3399452 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employee incorporation or organization) Identification No.) 707 Skokie Boulevard, 5th Floor Northbrook, Illinois 60062 (847) 412-9411 _____________ (Address, including zip code, and telephone number, including area code, of registrant's executive offices) _____________ IFX Corporation Directors Stock Option Plan ------------------------------------------- (Full title of the plans) Joel M. Eidelstein IFX Corporation 707 Skokie Boulevard, 5th Floor Northbrook, Illinois 60062 (847) 412-9411 (Name, address, including zip code, and telephone number, including area code, of agent for service) _____________
CALCULATION OF REGISTRATION FEE =================================================================================================== Proposed Maximum Aggregate Amount of Title of Securities to be Registered Offering Price Registration Fee - --------------------------------------------------------------------------------------------------- Common Stock, par value $.02 per share $1,117,500 (1) $311 ===================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, on the basis of the average high and low prices of the Company's Common Stock as reported on the Nasdaq SmallCap Market on November 24, 1999. This Registration Statement also registers an indeterminate number of shares that may be issued as a result of anti-dilution provisions contained in the Plan covered hereby. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents that heretofore have been filed by IFX Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference into this registration statement: 1. Annual Report on Form 10-K for the fiscal year ended June 30, 1999, filed September 28, 1999; 2. Definitive Proxy Statement on Schedule 14A, filed October 15, 1999; 3. Current Report on Form 8-K, filed October 21, 1999; and 4. Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999, filed November 15, 1999. All documents filed by the registrant pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this registration statement and before the registrant files a post-effective amendment indicating that all shares of Common Stock being offered hereby have been sold or that deregisters all shares of Common Stock then remaining unsold shall be deemed incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that is incorporated herein by reference modifies or supersedes such earlier incorporated statement. Item 4. Description of Securities Pursuant to the Company's Amended and Restated Certificate of Incorporation (the "Certificate"), the Company is authorized to issue an aggregate of 50,000,000 shares of Common Stock, par value $.02 per share, and up to 10,000,000 shares of preferred stock. The preferred stock may be issued in such classes or series and with such rights, preferences, qualifications or restrictions as the Board, in its discretion, may determine. As of September 15, 1999, there were 7,695,377 shares of Common Stock outstanding and 872 holders of record of Common Stock. The Common Stock is listed on the Nasdaq SmallCap Market under the symbol "FUTR." -2- The holders of Common Stock are entitled to receive dividends out of assets legally available therefor, if and when declared by the Board of Directors and in such amounts as the Board of Directors may from time to time determine. The shares of Common Stock are neither redeemable nor convertible and the holders thereof have no preemptive or subscription rights to purchase any securities of the Company. Upon liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive, pro rata, the assets of the Company that are legally available for distribution, after payment of all debts and other liabilities of the Company. Each outstanding share of Common Stock is entitled to one vote on all matters submitted to a vote of stockholders. There is no cumulative voting in the election of directors. The terms and conditions of preferred stock, if and when issued, shall be determined by the Board of Directors from time to time. No shares of preferred stock currently are outstanding. Delaware Statutory Business Combination Provision Section 203 of the Delaware General Corporation Law (the "DGCL") is applicable to corporate takeovers in Delaware. Subject to certain exceptions set forth therein, Section 203 of the DGCL provides that a corporation shall not engage in any business combination with any "interested stockholder" for a three-year period following the date that such stockholder becomes an interested stockholder unless (a) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder, (b) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding certain specified shares), or (c) on or after such date, the business combination is approved by the board of directors of the corporation and by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. Except as specified therein, an "interested stockholder" is defined to include any person that is (i) the owner of 15% or more of the outstanding voting stock of the corporation, (ii) an affiliate or associate of that corporation who or which and owned 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the relevant date, and (iii) an affiliate or associate of the persons described in the foregoing clauses (i) or (ii). In its Certificate, the Company has elected not to be governed by the restrictions imposed by Section 203 of the DGCL. Accordingly, in the event the Company becomes the subject of a takeover or third party acquisition attempt, it may not be able to avail itself of the benefits afforded by Section 203 of the DGCL. Transfer Agent and Registrar The Transfer Agent and Registrar for the Common Stock is Harris Trust and Savings Bank. -3- Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Under the Delaware General Corporation Law (the "DGCL"), a corporation has the authority to indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of such person's service as a director of officer of the corporation, or such person's service, at the corporation's request, as a director, officer, employee or agent of another corporation or other enterprise, against amounts paid and expenses incurred in connection with the defense or settlement of such action, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person's conduct was unlawful. If such person has been judged liable to the corporation in any action or proceeding brought by or in the right of the corporation, however, indemnification is only permitted to the extent that the adjudicating court (or the court in which the action was brought) determines, despite the adjudication of liability, that such indemnification is proper. As permitted by the DGCL, the by-laws of the Company authorize the Company to indemnify any officer, director and employee of the Company against amounts paid or expenses incurred in connection with any action, suit or proceeding (other than any such action by or in the right of the corporation) to which such person is or is threatened to be made a party as a result of such position if the Board of Directors or stockholders of or independent legal counsel to, the Company, in a written opinion, determine that indemnification is proper. The by- laws also limit the personal liability of directors for breach of fiduciary duty, other than for breach of duty of loyalty, intentional misconduct or violation of law, acts under Section 174 of the DGCL or with respect to any transaction in which the director derives an improper personal benefit. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit No. Description ------- ----------- 4.1 IFX Corporation Directors Stock Option Plan 5.1 Opinion of Neal, Gerber & Eisenberg 23.1 Consent of Neal, Gerber & Eisenberg (included in Exhibit 5.1 to this Registration Statement) 23.2 Consent of Ernst & Young LLP 23.3 Consent of Arthur Andersen LLP 24.1 Powers of Attorney (included in the signature page of this registration statement) -4- Item 9. Undertakings. undersigned registrant hereby undertakes: 1. to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; 2. that, for the purpose of determining any liability under the Securities Act, each post-effective amendment to this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; 3. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and 4. that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration -5- statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of -------------- 1933, as amended, the registrant, IFX Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on December 2, 1999. IFX CORPORATION By: /s/ Joel M. Eidelstein ---------------------- Joel M. Eidelstein, President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel M. Eidelstein and Jose Leiman, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, this registration statement on Form S-8 and any and all amendments or supplements thereto, together with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. -6- Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed on December 2, 1999 by the following persons in the capacities indicated: Signature Title - --------- ----- /s/ Michael Shalom Chief Executive Officer - ---------------------- Michael Shalom (Principal Executive Officer) /s/ Joel M. Eidelstein Director - ---------------------- Joel M. Eidelstein /s/ Jose Leiman Chief Financial Officer - ---------------------- Jose Leiman (Principal Financial and Accounting Officer) /s/ Zalman Lekach Director - ---------------------- Zalman Lekach /s/ Colleen M. Downes Director - ---------------------- Colleen M. Downes /s/ George A. Myers Director - ---------------------- George A. Myers /s/ Joseph M. Matalon Director - ---------------------- Joseph M. Matalon /s/ Burton J. Meyer Director - ---------------------- Burton J. Meyer -7- EX-4.1 2 IFX CORPORATION DIRECTORS STOCK OPTION PLAN EXHIBIT 4.1 IFX CORPORATION DIRECTORS STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to assist IFX Corporation (the ------- "Company") in securing individuals who are not already employees or officers of ------- the Company to serve on its Board of Directors, and to provide financial incentives to such directors to exert their best efforts on behalf of the Company. 2. Definitions. ----------- (a) "Cause" means, as determined in the sole discretion of the ----- Board, a Participant's (i) commission of a felony; (ii) material or repeated dishonesty or misrepresentation involving the Company or any Subsidiary; (iii) serious misconduct in the performance or non-performance of a Participant's responsibilities as a director of the Company; or (iv) unauthorized use of trade secrets or confidential information of the Company. (b) "Code" means the Internal Revenue Code of 1986, as it exists ---- now and as it may be amended from time to time. (c) "Committee" means the Compensation Committee of the Board of --------- Directors or such other committee of the Board comprised of two or more persons who shall be appointed by the Board of Directors from time to time to serve at the pleasure of the Board of Directors with full power and authority, subject to such orders or resolutions not inconsistent with the provisions of this Plan as may from time to time be issued or adopted by the Board of Directors, to interpret the provisions and supervise the administration of this Plan. To the extent required by the federal securities or tax laws, each member of the Committee shall be a "Non-Employee Director" as determined under Rule 16b- 3(b)(3)(i) of the Securities Exchange Act of 1934, as amended. (d) "Common Stock" means the common stock of the Company, $0.02 par ------------ value. (e) "Exchange Act" means the Securities Exchange Act of 1934, as it ------------ exists now or from time to time may hereafter be amended. (f) "Fair Market Value" means, for any specified day: ----------------- (i) If shares of Common Stock are listed or admitted to unlisted trading privileges on any national or regional securities exchange, the last reported sale price, regular way, on the composite tape of that exchange on the day Fair Market Value is to be determined; (ii) If the Common Stock is not listed or admitted to unlisted trading privileges as provided in paragraph (a), and if sales prices for shares of Common Stock are reported by the National Association of Securities Dealers, Inc. Automated Quotations, Inc. National Market System ("Nasdaq System"), then the last ------------- sale price for Common Stock reported as of the close of business on the day Fair Market Value is to be determined, or if no such sale takes place on that day, the average of the high bid and low asked prices so reported and, if Common Stock is not traded on that day, the next preceding day on which such stock was traded; or (iii) If trading of the Common Stock is not reported by the Nasdaq System or on a stock exchange, Fair Market Value will be determined by the Committee in its discretion based upon the best available data. (g) "Grant Date" means the date upon which an Option is awarded to ---------- a Director under this Plan. (h) "Option" means the right of a Participant to purchase a ------ specified number of shares of Common Stock, subject to the terms and conditions of this Plan. (i) "Securities Act" means the Securities Act of 1933, as it exists -------------- now or from time to time may hereinafter be amended. (j) "Subsidiary" means any corporation or other entity of which the ---------- majority voting power or equity interest is owned, directly or indirectly, by the Company. 3. Eligibility. The persons eligible to receive Options under this Plan ----------- (each such person, a "Participant") consist of each member of the Board of ----------- Directors of the Company who (i) is not otherwise an employee of the Company or any Subsidiary, (ii) has not been an employee of the Company or any Subsidiary for any part of the preceding fiscal year, (iii) has served on the Board continuously since the commencement of his or her term, and (iv) is not a beneficial owner of 5% or more of the outstanding Common Stock (as determined in accordance with Rule 13d-3 of the Exchange Act). 4. Stock Subject to this Plan. Except as may be adjusted pursuant to -------------------------- Section 10, the aggregate number of shares of Common Stock that may be issued pursuant to Options granted under this Plan may not exceed 60,000 shares of Common Stock. Reserved shares may be either authorized but unissued shares or treasury shares, in the Board's discretion. If any awards hereunder shall terminate or expire, as to any number of shares, new Options may thereafter be awarded with respect to such shares. 5. Administration. Subject to the express provisions of this Plan, the -------------- Committee shall have authority to adopt administrative regulations and procedures that are consistent with the terms of this Plan; to adopt and amend option agreements as they deem advisable; to determine, upon Board approval, the terms and provisions of such option agreements (except with respect to the number of shares covered by an Option, the Grant Date, the Option period and the Option Price) and, subject to the provisions hereof, to construe and interpret such option agreements; to impose such limitations and restrictions as are deemed necessary or advisable by counsel for the Company to ensure compliance with the Federal and state securities and tax laws; and to make all other determinations necessary or advisable for administering this Plan. The Committee may designate any officers or employees of the Company to assist the Committee in the administration of this Plan and to execute documents on its behalf, and the Committee may delegate to them such other ministerial and limited discretionary duties as it sees fit. All determinations and selections made by the Committee shall be by the affirmative vote of a majority of its members, but any determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. 6. Terms of Grant of Options. ------------------------- (a) Automatic Grant. Each Participant automatically shall be --------------- granted an Option to purchase (i) 450 shares of Common Stock upon such Participant's initial election to the Board of Directors of the Company; provided such Participant is elected after the effective date of this Plan; and (ii) for each year thereafter and on the date of each annual meeting of the Stockholders of the Company (including the annual meeting of stockholders at which this Plan is approved), 450 shares of Common Stock for service as a Director and 75 shares of Common Stock for each Committee of the Board of Directors upon which such Participant serves; provided, however, that a Participant who is not re-elected as a director of the Company at an annual meeting of stockholders shall not receive a grant of Options on that date. Each Option shall be evidenced by an agreement between the Company and the Participant, in a form approved by the Committee. (b) Option Price. Each option granted pursuant to Section 6(a) ------------ shall have an exercise price per share equal to 100% of the Fair Market Value of the Common Stock on the Grant Date (the "Option Price"). ------------ (c) Limitation of Shares. In the event that the number of shares of -------------------- Common Stock available for future grant under this Plan is insufficient to make all automatic grants required to be made on such date, then all Directors entitled to a grant on such date shall share ratably in the number of Options on shares available for grant under this Plan. 7. Vesting. Each Option granted pursuant to Section 6(a) shall be 100% ------- vested as of the Grant Date. -3- 8. Exercise Period. An Option may not be exercised until the date that is --------------- six (6) months after the Grant Date. Each Option will expire as of the earliest of: (a) the date the Participant's membership on the Board is terminated for Cause ; (b) the date one year after the Participant's death; or (c) ten years from the Grant Date. 9. Manner of Exercise of Options. To exercise an Option in whole or in ----------------------------- part, a Participant (or, after his death, his executor or administrator) must give written notice to the Committee, stating the number of shares to which he intends to exercise the Option. The Company will issue the shares with respect to which the Option is exercised upon payment in full of the Option Price. The Option Price may be paid (a) in cash; (b) by the surrender to the Company of shares of Common Stock having an aggregate Fair Market Value, as determined on the date of delivery, equal to the Option Price; or (c) by delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds necessary to pay for all Common Stock acquired through such exercise and any tax withholding obligations resulting from such exercise. 10. Adjustments to Reflect Changes in Capital Structure. If there is any --------------------------------------------------- change in the corporate structure or shares of the Company, the Board of Directors, in its discretion, may make any adjustments necessary to prevent accretion, or to protect against dilution, in the number and kind of shares authorized by this Plan and, with respect to outstanding Options, in the number and kind of shares covered thereby and in the applicable Option Price; provided, however, that no adjustment shall be made for the issuance of preferred stock or other convertible securities of IFX or the conversion of the same. For the purpose of this Section 10, a change in the corporate structure or shares of the Company includes, without limitation, any change resulting from a recapitalization, stock split, stock dividend, consolidation, rights offering, spin-off, reorganization, or liquidation and any transaction in which shares of Common Stock are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or another corporation. 11. Non-Transferability of Options. The Options granted under this Plan ------------------------------ are not transferable, voluntarily or involuntarily, other than by will or the laws of descent and distribution, or to the extent permissible under Section 422 of the Code, pursuant to a qualified domestic relations order as defined in Section 414(p) of the Code; provided, however, that the Compensation Committee, in its discretion, may permit Options to be transferrable by a Participant to members of such Participant's immediate family or to family trusts, partnerships and other entities comprised solely of the Participant or members of the Participant's immediate family. -4- 12. Rights as Stockholder. A Participant has no rights whatsoever as a --------------------- stockholder with respect to any shares covered by an Option until the date of the issuance of a stock certificate for the shares. No Common Stock may be delivered upon the exercise of any Option until full payment has been made and all income tax withholding requirements thereon, if any, have been satisfied. 13. Withholding Tax. The Company shall have the right to withhold or to --------------- require a Participant to remit to the Company, in cash or shares of Common Stock, with respect to any payments made to Participants under this Plan, any taxes required by law to be withheld because of such payments. 14. Amendment of this Plan. The Committee may from time to time amend or ---------------------- revise the terms of this Plan in whole or in part; provided, however, that (a) unless necessary to comply with any pooling of interest requirements, no change in any award previously granted to a Participant may be made that would impair the rights of the Participant without the Participant's consent, (b) the provisions of Section 6(a) may not be amended more often than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and (c) the Committee may not, without approval of the Company's stockholders (i) change the aggregate number of shares that may be issued upon exercise of Options granted under this Plan (except in accordance with the provisions of Section 10), (ii) change the class of eligible individuals who may receive Options under this Plan, (iii) adopt any amendment affecting the Option Price at which Options may be granted, or (iv) materially increase benefits accruing to participants under this Plan. 15. Conditions Upon Issuance of Shares. The exercise of any Option and ---------------------------------- the issuance and delivery of such share pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares of Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Stock is being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 16. Effective Date. This Plan shall not become effective and no Option -------------- shall be granted pursuant hereto until the date this Plan is approved by the stockholders of the Company, which approval shall be obtained in accordance with Rule 16b-3(b) of the Exchange Act. 17. Termination of this Plan. The Committee may terminate this Plan at ------------------------ any time with respect to any shares that are not then subject to Options. Termination of this Plan will not -5- affect the rights and obligations of any Participant with respect to Options awarded before termination. 18. Rules of Construction. --------------------- (a) Governing Law. The construction and operation of this Plan are ------------- governed by the laws of the State of Delaware. (b) Undefined Terms. Unless the context requires another meaning, --------------- any term not specifically defined in this Plan has the meaning given to it by the Code. (c) Gender. Unless clearly appropriate, all nouns of whatever ------ gender refer indifferently to persons of any gender. (d) Singular and Plural. Unless clearly inappropriate, singular ------------------- terms refer also to the plural and vice versa. ---- ----- (e) Severability. If any provision of this Plan is determined to be ------------ illegal or invalid for any reason, the remaining provisions shall continue in full force and effect and shall be construed and enforced as if the illegal or invalid provision did not exist, unless the continuance of this Plan in such circumstances is not consistent with its purposes. -6- EX-5.1 3 OPINION OF NEAL, GERBER & EISENBERG Exhibit 5.1 NEAL, GERBER & EISENBERG Two N. LaSalle Street, Suite 2200 Chicago, Illinois 60602 November 29, 1999 IFX Corporation 707 Skokie Blvd., 5th Floor Northbrook, Illinois 60062 Re: IFX Corporation Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We are counsel to IFX Corporation, a Delaware corporation (the "Company"). In such capacity, we have assisted in the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form S-8 (the "Registration Statement") relating to 60,000 shares (the "Shares") of common stock, $.02 par value per share, of the Company ("Common Stock") that may be issued pursuant to the Directors Stock Option Plan (the "Plan"). As such counsel, we have examined the Plan, the Registration Statement (including all exhibits thereto) and such other papers, documents and certificates of public officials and certificates of officers of the Company as we have deemed necessary and appropriate as the basis for the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as conformed or photostatic copies. As to any facts material to this opinion, we have relied upon statements and representations of the Company, its officers and its other representatives, and public officials and we have not made any independent investigation of the applicable facts. We are members of the Bar of the State of Illinois and we express no opinion herein concerning any laws other than Delaware General Corporation Law and the federal laws of the United States of America. Based upon the foregoing, and subject to the limitations, qualifications, exceptions, and assumptions set forth herein, we are of the opinion that when the Registration Statement shall have IFX Corporation November 29, 1999 Page 2 become effective under the Securities Act and the Shares shall have been issued and delivered by the Company against payment of consideration therefor, in accordance with the terms of the Plan, such Shares will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to our firm contained in the Registration Statement. Very truly yours, NEAL, GERBER & EISENBERG EX-23.2 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Directors Stock Option Plan of IFX Corporation of our report dated September 24, 1999, with respect to the consolidated financial statements and schedule of IFX Corporation included in its Annual Report (Form 10-K) for the year ended June 30, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Miami, Florida November 30, 1999 EX-23.3 5 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference into this Registration Statement on Form S-8 of IFX Corporation (the "Company") of our report dated September 24, 1999, included in the Company's Form 10-K as of and for the fiscals year ended June 30, 1998 and 1997 and to all references to our firm included in this Registration Statement on Form S-8. /s/ ARTHUR ANDERSEN LLP Chicago, Illinois November 24, 1999 -----END PRIVACY-ENHANCED MESSAGE-----