SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
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
OCTOBER 31, 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
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CUSIP NO. 449518 20 8 (FOR COMMON PAGE 2 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
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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 Stock), and 4,451,790 shares
of Series D Convertible Preferred Stock (convertible into
8,903,580 shares of Common Stock). Americas III also
NUMBER OF SHARES beneficially owns 5,329,500 shares of a new class of
BENEFICIALLY convertible preferred stock ("New Preferred Stock") of
OWNED BY EACH the Company issuable to Americas III at any time upon the
REPORTING PERSON exercise of an option. Upon issuance, such preferred
WITH shares would be currently convertible into 5,329,500
shares of Common Stock. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 shares of Common Stock). (See
Item 4(a)).
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------
2
SCHEDULE 13D
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CUSIP NO. 449518 20 8 (FOR COMMON PAGE 3 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
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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). Americas III also 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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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). Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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
75.0% 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
SCHEDULE 13D
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CUSIP NO. 449518 20 8 (FOR COMMON PAGE 4 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
AF
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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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 shares of Common Stock). (See
Item 4(a)).
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4
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 5 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
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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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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
75.0% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
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5
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 6 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
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*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 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. Americas III also
beneficially owns 5,329,500 shares of New Preferred
Stock of the Company issuable to Americas III at any
NUMBER OF SHARES time upon the exercise of an option. Upon issuance, such
BENEFICIALLY preferred shares would be currently convertible into
OWNED BY EACH 5,329,500 shares of Common Stock. In addition, Americas
REPORTING PERSON III beneficially owns (i) 527,775 shares of Series D
WITH 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 shares of Common Stock). (See
Item 4(a)).
--------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
6
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 7 OF 23 PAGES
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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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. Americas III also 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. In
addition, Americas III beneficially owns (i) 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) and (ii) 2,390,054 shares of
Series D Convertible Preferred Stock of the Company
issuable to Americas III at any time upon the conversion
of a convertible promissory note (upon issuance, such
preferred shares would be currently convertible into
4,780,108 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
75.0% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
7
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 8 OF 23 PAGES
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. 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. In
addition, (i) 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) and (ii)
125,792 shares of Series D Convertible Preferred Stock of
the Company issuable to UBS Capital LLC at any time upon
the conversion of a convertible promissory note (upon
issuance, such preferred shares would be currently
NUMBER OF SHARES convertible into 251,584 shares of Common Stock). (See
BENEFICIALLY Item 4(a)).
OWNED BY EACH ------------------------------------------------------------
REPORTING PERSON 8. SHARED VOTING POWER
WITH 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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 shares of Common Stock).
(See Item 4(a)).
--------------------------------------------------------------------------------
8
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 9 OF 23 PAGES
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. 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. In
addition, (i) 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) and (ii)
125,792 shares of Series D Convertible Preferred Stock of
the Company issuable to UBS Capital LLC at any time upon
the conversion of a convertible promissory note (upon
issuance, such preferred shares would be currently
convertible into 251,584 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. Americas III also
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. In addition, Americas III
beneficially owns (i) 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) and
(ii) 2,390,054 shares of Series D Convertible Preferred
Stock of the Company issuable to Americas III at any time
upon the conversion of a convertible promissory note
(upon issuance, such preferred shares would be currently
convertible into 4,780,108 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. 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. In addition, (i)
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) and (ii) 2,390,054
shares and 125,792 shares of Series D Convertible
Preferred Stock of the Company issuable to Americas III
and UBS Capital LLC, respectively, at any time upon the
conversion of a convertible promissory note (upon
issuance, such preferred shares would be currently
convertible into an aggregate of 5,031,692 shares of
Common Stock). (See Item 4(a)).
--------------------------------------------------------------------------------
9
SCHEDULE 13D
----------------------------------- -------------------------------
CUSIP NO. 449518 20 8 (FOR COMMON PAGE 10 OF 23 PAGES
STOCK AND COMMON STOCK ISSUED UPON
CONVERSION)
----------------------------------- -------------------------------
--------------------------------------------------------------------------------
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
75.9% of the Common Stock.
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
--------------------------------------------------------------------------------
10
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 9 (this "Amendment No. 9") 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. 9 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, 7 and 8 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, July 18, 2002 and September 6, 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 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.
Page 11 of 23 Pages
(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 in cash 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 in cash 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 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 4,451,790 shares of Series D
Convertible Preferred Stock, par value $1.00 per share ("Series D Preferred
Stock"). In connection with the purchase of the Series C Preferred Stock,
Americas III was also granted the right to exchange shares of series A
preferred stock of Tutopia.com, Inc. ("Tutopia") for up to 5,329,500 shares of
a newly designated class of convertible preferred stock of the Company and in
connection with the purchase of the Series D Preferred Stock, Americas III was
also granted the right to exchange shares of series B preferred stock of
Tutopia for up to 527,775 shares of Series D Preferred Stock. The Company
issued a Convertible Promissory Note to Americas III in the principal amount of
$2,755,000 in exchange for cash in such amount.
The purchase price paid by UBS Capital LLC, the wholly owned
subsidiary of UBS AG, was (i) an aggregate of $1,250,000 in cash for the 101,543
shares of Series A Preferred Stock, (ii) $773,195.50 in cash 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 193,811 shares of Series C Preferred Stock, and (iv) (x) $60,000.00
in cash, (y) 37,500 shares of Series C Preferred Stock, and (z) cancellation of
indebtedness in the amount of $108,665.88 for 234,305 shares of Series D
Preferred Stock. In connection with the purchase of the Series C Preferred
Stock, UBS Capital LLC was granted the right to exchange shares of series A
preferred stock of Tutopia for up to 280,500 shares of a newly designated class
of convertible preferred stock of the Company and in connection with the
purchase of the Series D Preferred Stock, UBS Capital LLC was also granted the
right to exchange shares of series B preferred stock of Tutopia for up to 27,778
shares of Series D Preferred Stock. The Company issued a Convertible Promissory
Note to UBS Capital LLC in the principal amount of $145,000 in exchange for cash
in such amount.
The source of the funds for such purchases was the working capital
of Americas III and UBS Capital LLC, respectively, shares of capital stock of
the Company and cancellation of indebtedness.
Page 12 of 23 Pages
ITEM 4. PURPOSES OF TRANSACTION.
On October 31, 2002, the Company issued to UBS Capital Americas
III, L.P. ("Americas III") and UBS Capital LLC Convertible Promissory Notes,
which appear as Exhibits C and D hereto (the "Notes"), in the amounts of
$2,755,000 and $145,000, respectively. Each Note accrues interest at a rate
equal to 10% per annum and matures on September 30, 2007 (the "Maturity Date").
At any time prior to the Maturity Date, the holders of the Notes can convert
the principal amount of the Notes plus accrued and unpaid interest into shares
of Series D Preferred Stock (or, if necessary under Delaware law, a new class
of preferred stock having the same rights, preferences, and privileges as the
Series D Preferred Stock) at a conversion price equal to $1.20 per share (as
adjusted for stock splits, combinations, stock dividends and the like) of
Series D Preferred Stock. The Series D Preferred Stock to be issued upon any
such conversion shall have the same rights, preferences and privileges as the
shares of the Series D Preferred Stock described below. In the event that the
holders of the Notes do not own Common Stock at the time of the conversion to
Series D Preferred Stock pursuant to the Notes, then, in addition to the shares
of Series D Preferred Stock issuable as stated above, the holders of the Notes
shall receive 0.0342 shares of Series D Preferred Stock for each dollar of the
Notes plus accrued and unpaid interest converted. Alternatively, in the event
that the Company enters into an agreement to issue "Qualified Financing
Securities" prior to the Maturity Date, then the holders of the Notes can
convert the principal amount of the Notes plus accrued and unpaid interest into
Qualified Financing Securities at a conversion price equal to the purchase
price per Qualified Financing Security. A "Qualified Financing Security" means
a security issued by the Company pursuant to an agreement executed after
October 31, 2002 that provides the Company debt or equity financing in
connection with the issuance of securities by the Company consisting of common
stock or other securities that are convertible, exercisable, or exchangeable
into shares of the Company's common stock
As previously reported, Americas III and UBS Capital LLC entered
into an Amended and Restated Put Agreement, dated as of August 15, 2002, by and
among the Company, Americas III and UBS Capital LLC (the "Amended and Restated
Put Agreement"), appearing as Exhibit E hereto, pursuant to which Americas III
and UBS AG, through its 100% ownership of UBS Capital LLC, are entitled to
exchange shares of Tutopia for shares of a new class of the Company's
convertible preferred stock and shares of Series D Preferred Stock. Under the
Amended and Restated Put Agreement, until February 29, 2003, Americas III and
UBS Capital LLC are entitled to exchange shares of series A preferred stock 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").
In addition to the shares of New Preferred Stock described above, until
February 19, 2003, Americas III and UBS Capital LLC are entitled to exchange
shares of series B preferred stock of Tutopia for up to 527,775 and 27,778
shares of Series D Preferred Stock, respectively. The right to exchange series
A preferred stock of Tutopia for New Preferred Stock was originally granted in
connection with the purchase of Series C Preferred Stock described below and
the right to exchange series B preferred stock of Tutopia for Series D
Preferred Stock was granted in connection with the purchase of Series D
Preferred Stock described below.
Page 13 of 23 Pages
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 LLC, ITI, LSC, Eidelstein, Shalom, Casty and
Bursztyn, which appears as Exhibit F 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 G 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 H 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 I 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
Page 14 of 23 Pages
1,500,000 shares of Common Stock and cancellation of approximately $128,724 of
indebtedness. 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 J 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 K 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 L 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 M
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 15 of 23 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 N 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 O 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 Notes issued by the Company to Americas III
and UBS Capital LLC in the amounts of $2,755,000 and $145,000, respectively,
each of Americas III and UBS Capital LLC has the right to convert such Notes
into Qualified Financing Securities, as 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
Page 16 of 23 Pages
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.
(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 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.
Page 17 of 23 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Based on the Company's Amendment No. 1 to Form
10-K for the year ended June 30, 2002, 11,963,399 shares of Common Stock were
outstanding as of September 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 Preferred Stock issuable
pursuant to the Tutopia Amended and Restated Put Agreement and 2,390,054 shares
of Series D Preferred Stock issuable upon conversion of the Note. Upon
issuance, such shares would be convertible into 5,329,500 shares, 1,055,550
shares and 4,780,108 shares, respectively, of Common Stock, subject to
anti-dilution adjustments. Such Reporting Persons, therefore, beneficially own
approximately 75.0% 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 Preferred Stock issuable pursuant
to the Tutopia Amended and Restated Put Agreement and 125,792 shares of Series
D Preferred Stock issuable upon conversion of the Note. Upon issuance, such
shares would be convertible into 280,500 shares, 55,556 shares and 251,584
shares of Common Stock, respectively, subject to anti-dilution adjustments.
Such holdings represent, in the aggregate, beneficial ownership of
approximately 13.6% of the issued and outstanding Common Stock. UBS AG,
therefore, is the beneficial owner of approximately 75.9% 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.
(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.
Page 18 of 23 Pages
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 P 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,
attached as Exhibit A hereto.
Exhibit B Joint Filing Agreement, incorporated by reference
to Exhibit F to the Original Schedule 13D of the
registrant (File No. 005-38061) filed on June 26,
2000.
Exhibit C Convertible Promissory Note issued by the Company
to Americas III in the amount of $2,755,000,
attached as Exhibit C hereto.
Exhibit D Convertible Promissory Note issued by the Company
to UBS Capital LLC in the amount of $145,000,
attached as Exhibit D hereto.
Exhibit E Amended and Restated Put Agreement, dated as of
August 15, 2002, by and among the Company,
Americas III and UBS Capital LLC, incorporated by
reference to Exhibit M of Amendment No. 8 to
Schedule 13D of the registrant (File No.
005-38061) filed on September 6, 2002.
Exhibit F 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 of Amendment No. 6 to Schedule 13D of
the Registrant (File No. 005-38061) filed on
February 19, 2002.
Page 19 of 23 Pages
Exhibit G 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 Amendment No. 7 to
Schedule 13D of the registrant (File No.
005-38061) filed on July 18, 2002.
Exhibit H 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 Amendment No. 7 to Schedule 13D of the
registrant (File No. 005-38061) filed on July
18, 2002.
Exhibit I 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 J 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 K 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 L 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 M 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. 2 to Schedule 13D of the
registrant (File No. 005-38061) filed on
October 17, 2000.
Page 20 of 23 Pages
Exhibit N 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 to the Original
Schedule 13D of the registrant (File No.
005-38061) filed on June 26, 2000.
Exhibit O 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 P 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 Amendment No. 7 to
Schedule 13D of the registrant (File No.
005-38061) filed on July 18, 2002.
Exhibit Q Limited Power of Attorney of UBS Jersey.
Page 21 of 23 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: November 14, 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/ Robert Mills
-----------------------------------
Name: Robert Mills
Title: Managing Director
Attorney-in-Fact pursuant to
power of attorney filed herewith
By: /s/ Robert Dinerstein
-----------------------------------
Name: Robert Dinerstein
Title: Director
Attorney-in-Fact pursuant to
power of attorney filed herewith
Page 22 of 23 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 23 of 23 Pages