UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2004
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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 of (Commission (IRS Employer
incorporation) File Number) Identification No.)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, Pennsylvania 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)
Item 2. Acquisition or Disposition of Assets.
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On March 30, 2004, I-trax, Inc. filed a Current Report on Form 8-K
reporting the closing on March 19, 2004 of a two-step reorganization transaction
in which I-trax acquired Meridian Occupational Healthcare Associates, Inc.,
doing business as CHD Meridian Healthcare, a Delaware corporation. I-trax is
filing this Amendment to the Current Report to disclose (1) the financial
statements of CHD Meridian Healthcare required under Item 7(a) of Form 8-K and
(2) pro forma financial information required under Item 7(b) of Form 8-K.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
The consolidated financial statements of Meridian Healthcare
Associates, Inc. and subsidiaries (d/b/a CHD Meridian Healthcare) for the years
ended December 31, 2003, 2002 and 2001 are being incorporated by reference to
Item 7 of Part II of I-trax, Inc.'s Annual Report on Form 10-KSB/A for the
fiscal year ended December 31, 2003, filed on June 2, 2004.
(b) Pro Forma financial information.
The unaudited combined condensed balance sheet of I-trax and CHD
Meridian Healthcare on a pro forma basis as if the merger had been consummated
on December 31, 2003 and the unaudited combined condensed statements of
operations on a pro forma basis as if the merger had been consummated on January
1, 2002 are being incorporated by reference to Item 7 of Part II of I-trax,
Inc.'s Annual Report on Form 10-KSB/A for the fiscal year ended December 31,
2003, filed on June 2, 2004.
(c) Exhibits.
Exhibit 23. Consent of Ernst & Young LLP.
SIGNATURES
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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: June 2, 2004 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer