Edgar Filing: I TRAX INC

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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*

I-trax, Inc.
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(Name of Issuer)

Common Stock, par value $.001 per share
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(Title of Class of Securities)

45069D 10 4
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(CUSIP Number)

Yuri Rozenfeld
General Counsel
I-trax, Inc.
One Logan Square, Suite 2615
130 N. 18th Street
(215) 557-7488
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 25, 2001
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP No. 45069D 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Woodglen Group, L.P.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)

(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions): PF OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)

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6. Citizenship or Place of Organization: Pennsylvania limited
partnership
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Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power: 4,280,540
Person With
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8. Shared Voting Power: 4,280,540
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9. Sole Dispositive Power: 4,280,540
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10. Shared Dispositive Power: 4,280,540
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 4,280,540
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11): 13.3%
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14. Type of Reporting Person (See Instructions): PN

CUSIP No. 45069D 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Woodglen Associates, LLC.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)

(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)

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6. Citizenship or Place of Organization Pennsylvania limited
liability company
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CUSIP No. 45069D 10 4
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

W.B. Dixon Stroud, Jr.
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)

(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization ... United States
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Item 1. Security and Issuer

Common Stock, par value $0.001 per share ("Common Stock"), of I-trax,
Inc. (the "Company"). The Company's principal executive offices are located at
One Logan Square, 130 N. 18th Street, Suite 2615, Philadelphia, PA 19103.

Item 2. Identity and Background

(a) This statement is being filed by Woodglen Group, L.P., a
Pennsylvania limited partnership ("Woodglen"), Woodglen
Associates, LLC, a Pennsylvania limited liability company
("Associates"), and W.B. Dixon Stroud, Jr., collectively referred
to as the "Reporting Persons". Associates is the general partner
of Woodglen. Mr. Stroud is the President and Managing Member of
Associates.

(b) The business address of the Reporting Persons is 101 East Street
Road, Kennett Square, Pennsylvania 19348.

(d) The Reporting Persons have not, during the last five (5) years,
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).

(e) The Reporting Persons have not, during the last five (5) years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which the Reporting Persons were subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.

(f) Mr. Stroud is a United States citizen.
Woodglen is a Pennsylvania limited partnership.
Associates is a Pennsylvania limited liability company.

Item 3. Source and Amount of Funds or Other Consideration

Effective as of November 14, 2000, Woodglen acquired from I-trax Health
Management Solutions, Inc. (f/k/a I-Trax.com, Inc.) (the "Subsidiary") a Senior
Bridge Promissory Note in the face amounts of $700,000 and a Stock Purchase
Warrant to acquire up to 700,000 shares of Subsidiary's Common Stock. The
principal amount of the Senior Bridge Promissory Note, and accrued but unpaid
interest thereon, were convertible into Subsidiary's Common Stock at an initial
conversion ration of 2, subject however, to anti-dilution adjustment. The Stock
Purchase Warrant was exercisable to acquire Subsidiary's Common Stock at an
initial exercise price of $2.00, subject however, to anti-dilution adjustment.
Woodglen paid an aggregate of $1,000,000 of personal funds as consideration for
the Senior Bridge Promissory Note and Stock Purchase Warrant.

Effective as of February 5, 2001, the Subsidiary and the Company
completed a holding company reorganization pursuant to Section 251(g) of
Delaware General Corporation Law, pursuant to which the Subsidiary became a
wholly-owned subsidiary of the Company and all of the issued and outstanding
shares of Common Stock of the Subsidiary automatically converted into Common
Stock of the Company. The Company succeeded to Subsidiary's rights and
obligations under the Senior Bridge Promissory Note and Stock Purchase Warrant.

Pursuant to an Exchange Agreement dated as of May 14, 2001 and
effective as of June 25, 2001 (the "Exchange Agreement"), the Reporting Persons
exchanged the principal of, and all accrued but unpaid interest due under, the
Senior Bridge Promissory Note of $727,770 for shares of Common Stock at a
conversion price of $.50 per share. Also, pursuant to the Exchange Agreement,
the exercise price of the Stock Purchase Warrant was adjusted to equal $.50.

Furthermore, effective as of June 25, 2001 and pursuant to a
Subscription Agreement between the Company and Woodglen, Woodglen acquired from
the Company 1,700,000 shares of Common Stock and a Stock Purchase Warrant to
acquire up to 425,000 shares of Common Stock for an aggregate purchase price of
$850,000.

Item 4. Purpose of Transaction

The shares acquired by the Reporting Persons pursuant to the Exchange
Agreement and the Subscription Agreements referenced in Item 3 above were
acquired as an investment. With the exception of the Stock Purchase Warrants
issued to the Reporting Persons and described in Item 3 above, neither the
Exchange Agreement nor the Subscription Agreement contemplate any transaction or
event of the type described in Items (a) through (j) of the instructions to Item
4 of Schedule 13D. Except as disclosed in this Item 4 and Items 3 above and 5
below, the Reporting Persons have no current plans or proposals which relate to
or would result in any events described in Items (a) through (j) of the
instructions to Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Beneficial Owner Security Number of Shares Percentage of Class
Reporting Persons as a Common Stock 3,155,540 9.8%
group
Warrants to purchase 1,125,000 3.5%
Common Stock
Total 4,280,540 13.3%

(b) The Reporting Persons have the sole and shared power to vote or
to direct the voting of, and sole and shared power to dispose or
to direct the disposition of 3,155,540 shares of Common Stock and
1,125,000 shares of Common Stock issuable upon the exercise of
Stock Purchase Warrants. The Reporting Persons do not share the
voting or disposition power with respect to these shares of
Common Stock and the shares of Common Stock issuable upon the
exercise of these warrants with any other person.

(c) No transactions in the shares were effected by the Reporting
Persons during the past 60 days except as set forth in this
statement on Schedule 13D.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

1. Exchange Agreement dated as of May 14, 2001 by and among the
Company and the holders of Senior Bridge Promissory Notes,
including a form of Stock Purchase Warrant. See Item 3.

2. Subscription Agreement dated as of June 25, 2001 by and among the
Company and the Reporting Persons, including a form of Stock
Purchase Warrant. See Item 3.

Item 7. Material to Be Filed as Exhibits

1. Exchange Agreement dated as of May 14, 2001 by and among the
Company and the holders of Senior Bridge Promissory Notes,
including a form of Stock Purchase Warrant.

2. Subscription Agreement dated as of June 25, 2001 by and among the
Company and the Reporting Persons, including a form of Stock
Purchase Warrant.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Woodglen Group, L.P.

By: Woodglen Associates, LLC

By: /s/ W.B. Dixon Stroud, Jr.
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W.B. Dixon Stroud, Jr., it President

Woodglen Associates, LLC

By: /s/ W.B. Dixon Stroud, Jr.
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W.B. Dixon Stroud, Jr., its President

/s/ W.B. Dixon Stroud, Jr.
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W.B. Dixon Stroud, Jr.

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)