UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2004
-----------------
I-TRAX, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-31584 23-3057155
------------------------ ----------------- ----------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4 Hillman Drive, Suite 130
Chadds Ford, Pennsylvania 19317
------------------------------------------------ -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 459-2405
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, Pennsylvania 19103
-----------------------------------------------------
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On December 17, 2004, I-trax, Inc. entered into a Placement Agent
Agreement with certain selling shareholders named in Schedule I to the Placement
Agent Agreement, and Oppenheimer & Co. Inc., as exclusive placement agent.
The Placement Agent Agreement contemplates a registered direct
placement by the selling shareholders of an aggregate of 5,043,177 shares of
I-trax common stock under a resale registration statement on Form S-3 (File No.
333-114604). I-trax will not receive any of the proceeds from the offering. The
common stock was offered pursuant to a prospectus supplement and the
accompanying base prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424 of the Securities Act of 1933, as amended.
The form of Placement Agent Agreement is attached to, and incorporated
by reference in, this current report as Exhibit 1.1.
Item 9.01 Exhibits.
1.1 Form of Placement Agent Agreement dated December 17, 2004 by
and among I-trax, Inc., certain selling shareholders named in
Schedule I to the Placement Agent Agreement, and Oppenheimer &
Co. Inc., as exclusive placement agent.
SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
I-TRAX, INC.
Date: December 21, 2004 By: /s/ Frank A. Martin
---------------------------------
Name: Frank A. Martin
Title: Chief Executive Officer
-2-