itrax8k.htm
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): April 25, 2008
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I-TRAX,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-31584
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23-3057155
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4
Hillman Drive, Suite 130
Chadds
Ford, Pennsylvania
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19317
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area
code: (610)
459-2405
N/A
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(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
2.01 Completion
of Acquisition or Disposition of Assets.
On April 30, 2008, Putter Acquisition
Sub, Inc. (“Acquisition
Sub”), a wholly owned subsidiary of Walgreen Co. (“Walgreens”), merged with and
into I-trax, Inc. (the “Merger”). The
Merger completed the acquisition of I-trax by Walgreens, pursuant to the
Agreement and Plan of Merger, dated as of March 14, 2008 (the “Merger Agreement”), among
Walgreens, Acquisition Sub and I-trax. In the Merger, each
outstanding share of I-trax common stock, par value $.001 per share (the “Common Stock”), and I-trax
Series A Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock” and
collectively with the Common Stock, the “Shares”) (other than Shares
owned by Walgreens or any of its affiliates, or Shares held by an I-trax
stockholder who perfects his, her or its appraisal rights in connection with the
Merger) was converted into the right to receive $5.40 for each share of
Common Stock and $54.00 plus the Dividend Amount (as defined below) for each
share of Preferred Stock. The “Dividend Amount” payable with respect
to the shares of Preferred Stock in the Merger was calculated by dividing the
value of accrued and unpaid dividends on such shares at the time of
effectiveness of the Merger by $3.84 (which equals the average market price of
shares of Common Stock during the ten trading days prior to, and including,
March 14, 2008, calculated in accordance with the terms of the Preferred Stock)
and multiplying the result by $5.40.
As a result of the Merger, Walgreens
has acquired the business and assets of I-trax.
Item
3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In connection with the closing of the
Merger, I-trax notified the American Stock Exchange (“AMEX”) on April 30, 2008, that the Merger was
consummated. I-trax requested that the Common Stock be delisted from
the AMEX, effective at the close of the market on April 30, 2008, and that the
AMEX file with the Securities and Exchange Commission an application on Form 25
to report that the Common Stock is no longer listed on the AMEX. As a
result, I-trax Common Stock is no longer listed on any stock exchange or
quotation system, including AMEX.
Item
5.01 Changes
in Control of Registrant.
As previously disclosed, on March 28,
2008, pursuant to the Merger Agreement, Walgreens commenced tender offers to
purchase all outstanding shares of I-trax’s Common Stock and Preferred Stock at
a price of $5.40 for each share of Common Stock and $54.00 plus the Dividend
Amount (as defined below) for each share of Preferred Stock (the “Offers”). The
“Dividend Amount” payable with respect to the shares of Preferred Stock in the
Offers was calculated by dividing the value of accrued and unpaid dividends on
such shares at the time of acceptance by $3.84 (which equals the average market
price of shares of Common Stock during the ten trading days prior to, and
including, March 14, 2008, calculated in accordance with the terms of the
Preferred Stock) and multiplying the result by $5.40. The Offers
expired, as scheduled, at 12:00 midnight, New York City time, at the end of
Thursday, April 24, 2008. As a result of Walgreens’ acceptance of the
Shares tendered in the Offers, representing approximately 96.3% of I-trax’s
Common Stock and 98.6% of I-trax’s Preferred Stock, there was a change in
control of I-trax, and Walgreens controls I-trax.
The aggregate purchase price paid for
all the Shares and options to purchase Shares in the Offers and the Merger was
approximately $258 million plus related transaction fees and
expenses. Walgreens provided the funds necessary to complete the
Offers and the Merger from its existing cash balances, cash equivalents and
currently available sources of credit as previously disclosed on the Schedule TO
filed by Walgreens on March 28, 2008, as amended.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of
Certain Officers.
In connection with the consummation of
the Merger, each of the directors of I-trax resigned from the Board of Directors
of I-trax, effective April 30, 2008.
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at
the effective time of the Merger the Company’s Certificate of Incorporation was
amended and restated in its entirety to read as set forth in Exhibit A to the
Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
Item
8.01 Other
Events.
On May 1, 2008, Walgreens issued a
press release announcing the completion of the merger of Acquisition Sub with
and into I-trax. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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2.1
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Agreement
and Plan of Merger, dated March 14, 2008, among Walgreen Co., Putter
Acquisition Sub, Inc., and I-trax, Inc. (incorporated by reference to
Exhibit 2.1 to I-trax, Inc.’s Current Report on Form 8-K filed on March
17, 2008).
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* Filed
herewith.
SIGNATURES
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.
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I-TRAX,
INC.
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Date: May
1, 2008
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By:
/s/ Yuri
Rozenfeld
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Name: Yuri
Rozenfeld
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Title: Senior
Vice President
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Exhibit
Index
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No. |
Description |
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2.1
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Agreement
and Plan of Merger, dated March 14, 2008, among Walgreen Co., Putter
Acquisition Sub, Inc., and I-trax, Inc. (incorporated by reference to
Exhibit 2.1 to I-trax, Inc.’s Current Report on Form 8-K filed on March
17, 2008).
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* Filed
herewith.