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): May 3, 2005
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31584 23-3057155
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4 Hillman Drive, Suite 130
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 459-2405
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2005, I-trax, Inc. announced that it has appointed Raymond
(Ray) J. Fabius, MD, CPE, FACPE, as its president and chief medical officer.
I-trax and Dr. Fabius expect Dr. Fabius's employment to commence on or about May
16, 2005 pursuant to an employment agreement executed in April 2005. For a
description of the employment agreement, see Item 5.02, "Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal
Officers," below, which is incorporated by reference in this Item.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 3, 2005, I-trax, Inc. announced that it has appointed Raymond
(Ray) J. Fabius, MD, CPE, FACPE, as its president and chief medical officer.
I-trax and Dr. Fabius expect Dr. Fabius's employment to commence on or about May
16, 2005.
From 2002 until his appointment as president and chief medical officer
of I-trax, Dr. Fabius served as global medical leader at General Electric, where
Dr. Fabius oversaw an ambulatory network of over 200 on-site clinics in 29
countries and Puerto Rico. From 2000 to 2002, Dr. Fabius served as senior
medical director for Aetna e.Health Activities, providing clinical leadership
for Aetna's website, InteliHealth, and the company's data warehouse subsidiary,
US Quality Algorithms. Prior to 2000, Dr. Fabius served Aetna US Healthcare as
corporate medical director for national accounts and corporate medical director
for utilization management, disease management, and quality improvement.
On April 15, 2005, I-trax executed an employment agreement with Dr.
Fabius. The agreement is for an initial term of three years from the date Mr.
Fabius's employment commences and renews automatically for successive terms of
two years unless either party gives the other at least 6 months prior notice of
termination. Under the agreement, Dr. Fabius's initial annual salary is
$275,000, with certain minimum annual salary increases. Dr. Fabius is also
entitled to receive an annual bonus of at least $125,000.
In conjunction with entering into the employment agreement, Dr. Fabius
may purchase from I-trax 120,000 shares of I-trax common stock at $1.25 per
share. Upon commencement of employment, Dr. Fabius will also received a grant of
options to acquire 400,000 shares of I-trax common stock.
I-trax may terminate Dr. Fabius's employment with or without cause at
any time, and Dr. Fabius may terminate his employment upon 60 days' notice or
upon shorter notice for good reason. Good reason includes the failure by I-trax
to continue Dr. Fabius in his position, material diminution of his
responsibilities, duties or authority, assignment to him of duties inconsistent
with his position, or requiring him to be permanently based other than at his
current location.
If Dr. Fabius's employment is terminated without cause or for good
reason, I-trax will pay Dr. Fabius severance equal to two year's salary and
bonus, payable over two years. If I-trax elects not to renew the agreement for
any renewal term, I-trax will pay Dr. Fabius severance equal to 18 months salary
and bonus, payable over 18 months.
Dr. Fabius has agreed not to compete against I-trax during the term of
the agreement and for a period of one year or while receiving severance,
whichever is longer, following the expiration of the initial term or any renewal
term, as applicable, even if the actual employment is terminated prior to such
expiration. Dr. Fabius also agreed not to use or disclose any confidential
information of I-trax during the
term of the agreement and for at least five years after the expiration of the
original term or last renewal term, as applicable, even if the actual employment
is terminated prior to such expiration.
The press release dated May 3, 2005 announcing Dr. Fabius's appointment
is attached to this current report as Exhibit 99.1 and is incorporated in this
current report by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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99.1 Press release, dated May 3, 2005, issued by I-trax, Inc.
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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: May 3, 2005 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chairman
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