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 6, 2003
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30275 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
N/A
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(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
Effective February 6, 2003, I-trax, Inc, a Delaware
corporation, dismissed PricewaterhouseCoopers LLP as its independent auditor.
The decision to dismiss PricewaterhouseCoopers LLP was recommended and approved
by the Audit Committee of I-trax's Board of Directors and approved by I-trax's
Board of Directors.
Except as described in the following sentence, the reports of
PricewaterhouseCoopers LLP on I-trax's financial statements for the calendar
years ended December 31, 2001 and 2000 did not contain an adverse opinion or
disclaimer of opinion and were not modified as to uncertainty, audit scope or
accounting principles. The reports of PricewaterhouseCoopers LLP for the
calendar years ended December 31, 2001 and 2000 were modified to express
substantial doubt regarding the Company's ability to continue as a going
concern.
During I-trax's two most recent calendar years and through the
date of this Form 8-K, there were no disagreements with PricewaterhouseCoopers
LLP on any matters of accounting principles or practices, financial statement
disclosure, or audit scope or procedures, which disagreements, if not resolved
to the satisfaction of PricewaterhouseCoopers LLP, would have caused it to make
reference to such disagreements in its reports.
I-trax has requested PricewaterhouseCoopers LLP to furnish to
I-trax a letter addressed to the Securities and Exchange Commission regarding
whether or not PricewaterhouseCoopers LLP agrees with the above statements.
I-trax is filing this letter, dated February 12, 2003, as Exhibit 16 to this
Form 8-K.
Item 7. Financial Statements and Exhibits.
16 Letter of PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated February 12, 2003.
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 12, 2003 By:/s/ Anthony Tomaro
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Name: Anthony Tomaro
Title: Chief Financial Officer