AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 2004
REGISTRATION NO. 333-114604
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
23-3057155
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(I.R.S. Employer Identification No.)
4 HILLMAN DRIVE, SUITE 130
CHADDS FORD, PENNSYLVANIA 19317
(610) 459-2405
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(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
YURI ROZENFELD, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
I-TRAX, INC.
4 HILLMAN DRIVE, SUITE 130
CHADDS FORD, PENNSYLVANIA 19317
(610) 459-2405 x116
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JUSTIN P. KLEIN, ESQ.
GERALD J. GUARCINI, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
(215) 665-8500
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
I-trax is filing this Amendment No. 4 to (a) file Exhibit 23.2, which was
inadvertently not filed with Amendment No. 3, and (b) re-file Exhibit 23.3,
which was incorrectly filed with Amendment No. 3 as Exhibit 23.2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of this Amendment No. 4 to Registration Statement
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Chadds
Ford, Commonwealth of Pennsylvania on November 19, 2004.
I-TRAX, INC.
By: /s/ Frank A. Martin
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Frank A. Martin, Chairman and
Chief Executive Officer
By: /s/ David R. Bock
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David R. Bock, Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 4 to Registration Statement on Form S-3 was signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
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/s/ Frank A. Martin Chairman, Chief Executive Officer November 19, 2004
------------------------------------ and Director
Frank A. Martin
* Vice-Chairman, Director November 19, 2004
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Haywood D. Cochrane, Jr.
* Director November 19, 2004
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Philip D. Green
* Director November 19, 2004
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Dr. Michael M.E. Johns
* Director November 19, 2004
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Dr. Arthur N. Leibowitz
Director November ___, 2004
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Gail F. Lieberman
Director November ___, 2004
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Dr. David Nash
* Director November 19, 2004
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R. Dixon Thayer
*By: Frank A. Martin, Attorney in Fact.
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