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): October 27, 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 (Commission (IRS Employer
of 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 1.01 Entry into a Material Definitive Agreement.
I-trax, Inc., certain of its direct and indirect subsidiaries, and Bank of
America, N.A., are parties to a senior secured credit facility pursuant to a
Credit Agreement dated as of March 19, 2004. On October 27, 2004, I-trax,
certain of its direct and indirect subsidiaries, and Bank of America entered
into a Fourth Amendment to the Credit Agreement. Under the Fourth Amendment:
o The Funded Indebtedness to EBITDA Ratio and Fixed Charge Coverage
Ratio are increased.
o The Consolidated Net Worth covenant is amended to move the first
measurement date for the covenant from October 31, 2004 to December
31, 2005, and to restate the covenant as a maintenance of minimum
stockholders' equity at 90% of the level as of December 31, 2005.
o The credit facility's aggregate commitment is $14,000,000, with a
sub-limit of $3,000,000 for letters of credit, and outstanding letters
of credit are excluded from the credit facility borrowing base through
January 1, 2006.
o Amounts outstanding under the term loan commitment of the credit
facility are converted into the revolving credit commitment, and the
term loan commitment is eliminated.
o The credit facility expires April 1, 2007.
In connection with the Fourth Amendment, I-trax will issue to Bank of
America a warrant to purchase 100,000 shares of I-trax common stock at an
exercise price of $.01 per share. The warrant will expire on December 31, 2014.
The Fourth Amendment and the form of Common Stock Warrant Certificate are
attached to this Current Report as Exhibits 10.1 and 4.1, respectively, and are
incorporated in this Current Report by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
4.1 Form of Common Stock Warrant Certificate of I-trax, Inc.
10.1 Fourth Amendment to Credit Agreement, dated October 27, 2004,
by and among I-trax, Inc., certain subsidiaries of
I-trax, Inc. and Bank of America, N.A.
99.1 Press release, issued October 27, 2004.
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: October 29, 2004 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer