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): February 7, 2001
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware * 23-3057155
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 557-7488
*
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(Former name or former address, if changed since last report)
* This report is being filed with the Securities and Exchange Commission by the
Registrant as a successor issuer to I-Trax.com, Inc. by virtue of paragraph (a)
of Rule 12g-3 under the Securities Exchange Act of 1934, as amended. The
Commission File Number of I-Trax.com, Inc. is 0-30275.
Item 2. Acquisition or Disposition of Assets.
On February 7, 2001, I-trax, Inc. ("I-trax"), completed the acquisition
of iSummit Partners, LLC (d/b/a "MyFamilyMD"), pursuant to a Contribution and
Exchange Agreement by and among I-Trax.com, Inc. (the "Subsidiary") and I-trax,
on the one hand, and Stuart Ditchek, A. David Fishman, Granton Marketing
Nederland BV (Messrs. Ditchek and Fishman, together with Granton Marketing
Nederland BV, the "Members") and MyFamilyMD, on the other hand, dated as of
September 22, 2000, as amended effective as of February 7, 2001. In the
acquisition I-trax delivered to the Members 4,222,500 shares of I-trax Common
Stock in exchange for all of the issued and outstanding limited liability
company interests of MyFamilyMD. The Subsidiary announced the proposed
acquisition on October 6, 2000. The February 7, 2001 amendment to the
Contribution and Exchange Agreement reduced the number of I-trax shares
delivered to the Members in the acquisition from the previously announced
4,272,500 to 4,222,500. This amendment is attached hereto as Exhibit 10.1 and is
incorporated by reference.
The number of shares issued in the acquisition was determined by arms
length negations. As a basis for such negotiations, I-trax management reviewed
MyFamilyMD's projections and other factors, such as anticipated synergy between
MyFamilyMD's products and the Subsidiary's products and anticipated consumer
demand.
I-trax expects to fully integrate MyFamilyMD's intellectual property
with the Subsidiary's existing product offerings in the first quarter of 2001.
The press release relating to the completion of the MyFamilyMD
acquisition is attached hereto as Exhibit 99 and is incorporated by reference.
I-trax granted to the Members "piggy back" registration rights (subject
to underwriter cut back) with respect to the I-trax shares issued in the
acquisition in the event I-trax shall register any of its Common Stock for its
own account under the Securities Act of 1933, as amended. The Registration
Rights Agreement by and among I-trax and each of the Members dated as of
February 7, 2001 is attached hereto as Exhibit 10.2 and is incorporated by
reference.
In connection with the MyFamilyMD acquisition, I-trax and the
Subsidiary completed a holding company reorganization, effective as of February
5, 2001, pursuant to Section 251(g) of Delaware General Corporation Law. The
reorganization is described in further detailed on a Form 8-K filed by the
Subsidiary (Commission File Number: 0-30275) with the Securities and Exchange
Commission on October 6, 2000.
I-trax will file with the Securities and Exchange Commission the
financial statements of MyFamilyMD required under Item 7(a) to Form 8-K and the
pro forma financial information required under Item 7(b) to Form 8-K within the
time period permitted by Item 7(a)(4) to Form 8-K for filing such information.
This report is being filed with the Securities and Exchange Commission
by I-trax a successor issuer to Subsidiary by virtue of paragraph (a) of Rule
12g-3 under the Securities Exchange Act of 1934, as amended. The Commission File
Number of Subsidiary is 0-30275. This Form 8-K is being filed by I-trax as a
successor issuer as required by paragraph (f) of Rule 12g-3 under the Securities
Exchange Act of 1934.
Item 5. Other Events.
On February 12, 2001, I-trax, issued a press release announcing the
completion of a holding company reorganization. The holding company
reorganization was accomplished through a merger under Section 251(g) of the
Delaware General Corporation Law so that all stockholders of the Subsidiary at
the effective time of the merger became stockholders of I-trax, and the
Subsidiary became a subsidiary of I-trax. The formation of the holding company
was previously announced at the time the Subsidiary announced the proposed
acquisition of MyFamilyMD on October 6, 2000. The reorganization is described in
further detailed on Form 8-K filed by the Subsidiary (Commission File Number:
0-30275) with the Securities and Exchange Commission on October 6, 2000.
A copy of the press release announcing this transaction is attached
hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
I-trax will file with the Securities and Exchange Commission the
financial statements of MyFamilyMD required under Item 7(a) to Form 8-K within
the time period permitted by Item 7(a)(4) to Form 8-K for filing such
information.
(b) Pro Forma financial information.
I-trax will file with the Securities and Exchange Commission the pro
forma financial information required under Item 7(b) to Form 8-K within the time
period permitted by Item 7(a)(4) to Form 8-K for filing such information.
(c) Exhibits.
10.1 Amendment, effective as of February 7, 2001, to the Contribution and
Exchange Agreement by and among I-Trax.com, Inc. and I-trax, Inc., on
the one hand, and Stuart Ditchek, A. David Fishman, Granton Marketing
Nederland BV and iSummit Partners, LLC (d/b/a MyFamilyMD), on the other
hand, dated as of September 22, 2000.
10.2 Registration Rights Agreement by and among I-trax, Inc., Stuart Ditchek,
A. David Fishman, and Granton Marketing Nederland BV dated as of
February 7, 2001.
99 Press Release, issued February 12, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
I-TRAX, INC.
Date: February 22, 2001 By: /s/ Yuri Rozenfeld
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Name: Yuri Rozenfeld
Title: General Counsel, Assistant Secretary
EXHIBITS INDEX
Exhibits
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10.1 Amendment, effective as of February 7, 2001, to the Contribution and
Exchange Agreement by and among I-Trax.com, Inc. and I-trax, Inc., on
the one hand, and Stuart Ditchek, A. David Fishman, Granton Marketing
Nederland BV and iSummit Partners, LLC (d/b/a MyFamilyMD), on the other
hand, dated as of September 22, 2000.
10.2 Registration Rights Agreement by and among I-trax, Inc., Stuart Ditchek,
A. David Fishman, and Granton Marketing Nederland BV dated as of
February 7, 2001.
99 Press Release, issued February 12, 2001.