AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2003
REGISTRATION NO. 333-____________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
23-3057155
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(I.R.S. Employer Identification No.)
ONE LOGAN SQUARE, SUITE 2615
130 N. 18TH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 557-7488
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(Address, including zip code, and telephone number, including are code, of
registrant's principal executive offices)
FRANK A. MARTIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
I-TRAX, INC.
ONE LOGAN SQUARE, SUITE 2615, 130 N. 18TH ST.
PHILADELPHIA, PA 19103
(215) 557-7488 x110
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(Name, address, including zip code, and telephone number, including are code,
of agent for service)
COPIES TO:
YURI ROZENFELD, ESQ. JUSTIN P. KLEIN, ESQ.
GENERAL COUNSEL GERALD GUARCINI, ESQ.
I-TRAX, INC. BALLARD SPAHR ANDREWS & INGERSOLL, LLP
ONE LOGAN SQUARE, SUITE 2615 1735 MARKET STREET, 51ST FLOOR
130 N. 18TH ST. PHILADELPHIA, PA 19103
PHILADELPHIA, PA 19103 (215) 665-8500
(215) 557-7488 x116
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
Title of each class of Proposed maximum
securities to be registered Amount to be offering price (2) Proposed Maximum Amount of
registered (1) aggregate offering price registration fee
Common stock, value $.001
per share 1,635,295 shares $2.82 $4,611,532 $373.07
----------------------------- --------------------- ------------------- ------------------------- --------------------
(1) The amount to be registered includes shares of outstanding common stock and
shares of common stock issuable upon conversion of an outstanding convertible
promissory note and exercise of outstanding warrants. The actual number of
shares of common stock registered in this registration statement includes such
additional number of shares of common stock as may be issued or issuable by
reason of any stock split, stock dividend or similar transaction involving the
common stock, in accordance with Rule 416 under the Securities Act of 1993, as
amended.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended. The
registration fee is calculated on the basis of $2.82, the average of the high
and low prices for our common stock as traded on the American Stock Exchange on
August 20, 2003.
2
The information in this prospectus is not complete and may be changed
without notice. We may not issue these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and we are not soliciting offers to buy these securities in
any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 22, 2003
PROSPECTUS
I-TRAX, INC.
1,635,295
SHARES OF
COMMON STOCK
This prospectus relates to the offer and sale from time to time of the
following share held by the selling shareholders:
o up to 1,218,628 shares of our common stock; and
o up to 416,667 shares of common stock issuable upon the
exercise of outstanding warrants and conversion of a
convertible promissory note.
The prices at which selling shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
The shares offered by this prospectus were originally issued in connection
with several private placements of our securities.
Our common stock is listed on the American Stock Exchange under the symbol
"DMX." On August 20, 2003, the closing price for our common stock was $2.80.
Investing in our common stock involves risks, which are described in the
"Risk Factors" section beginning on page 6 of this prospectus.
________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________________________
The date of this Prospectus is ____ __, 2003
TABLE OF CONTENTS
Preliminary Notes..................................................... 2
Statement Regarding Forward-Looking Information....................... 2
I-trax, Inc........................................................... 3
Risk Factors.......................................................... 6
Market for Common Equity.............................................. 13
Use of Proceeds....................................................... 13
Selling Security Holders.............................................. 14
Plan of Distribution.................................................. 15
Available Information................................................. 16
Incorporation of Certain Documents by Reference....................... 16
Legal Matters......................................................... 17
Experts............................................................... 17
PRELIMINARY NOTES
You should rely only on the information contained and incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information. This prospectus is not an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information contained and incorporated by reference in this prospectus or in any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
Unless otherwise indicated, references to "we," "our" and "I-trax" mean
I-trax, Inc. and its subsidiaries.
Effective January 3, 2003, we completed a 1-for-5 reverse stock split. Our
board of directors and stockholders authorized the reverse stock split in
connection with the then pending application to list our common stock on the
American Stock Exchange. Our common stock began trading on the American Stock
Exchange on January 15, 2003 under the symbol "DMX." The information presented
in this prospectus about the number of outstanding shares of our common stock
and historic information about our common stock and stock prices has been
adjusted to reflect the completed reverse stock split.
STATEMENT REGARDING FORWARD LOOKING INFORMATION
This prospectus and our filings with the Securities and Exchange
Commission (or SEC) incorporated by reference in this prospectus include
forward-looking statements. All statements, other than statements of historical
facts, included in this prospectus and our filings with the SEC incorporated by
reference in this prospectus regarding our strategy, future operations,
financial position, future revenues, projected costs, prospects, plans and
objectives of management are forward-looking statements. The words
"anticipates," "believes," "estimates," "expects," "intends," "may," "plans,"
"projects," "will," "would" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. We cannot guarantee that we actually will achieve the
plans, intentions or expectations disclosed in our forward-looking statements
and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make. We have
included important factors in the cautionary statements included or incorporated
in this prospectus, particularly under the heading "Risk Factors" beginning on
page 6 below that we believe could cause actual results or events to differ
materially from the forward-looking statements we make. Our forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments we may make.
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I-TRAX, INC.
Business Overview
I-trax enables better healthcare through personalized health management
programs.
We believe that our personalized disease and lifestyle management
solutions enable organizations to evolve from fragmented care management
practices into a cohesive and efficient system of healthcare. Our solutions are
fully integrated, use a single-data platform that allows all caregivers to share
records, and enable our clients to provide true coordination of care. We believe
that by facilitating real-time communication between all stakeholders within
today's complex healthcare system, our solutions reduce costs and enable the
best possible delivery of care.
Health-e-LifeSM Program
We deliver our solutions through our proprietary Health-e-LifeSM Program.
The Program is designed to deliver lifestyle, disease and risk reduction
interventions to an entire population by utilizing predictive science,
technology, clinical expertise and personal care coordination.
Predictive Science
Our Health-e-LifeSM Program incorporates predictive science to analyze our
clients' medical claims and pharmacy and clinical data to predict future
healthcare costs. We believe this is an essential step to effective disease and
lifestyle management. Experts agree that predictive science provides a
comprehensive advantage to health plans, employers and providers, and leads to
cost effective medical management and greater profitability. Using predictive
science, we analyze our clients' entire populations to accurately predict our
clients' future healthcare costs, including avoidable costs, the health
conditions that will drive those costs and the people within our clients'
populations who are at risk for those conditions. Armed with this information,
I-trax is able to target the most appropriate resources to achieve the best
savings and return on investment.
Technology Solutions
All technology components of our Health-e-LifeSM Program utilize a single
data platform--Medicive(R) Medical Enterprise Data System--a proprietary
software architecture developed to collect, store, retrieve and analyze a broad
range of information used in the healthcare industry.
Further, our web accessible solutions include portals for key stakeholders
in the care delivery process--consumers, physicians and care managers--thus
permitting real-time sharing of information and support the adherence to our
health and disease intervention programs. The key technology we use for
effective care coordination include:
o Health-e-Coordinator(TM), a web-based care management application;
o MyFamilyMD(TM), a consumer health management portal;
o CarePrime(R), a clinical care application for physicians and
clinicians; and
o I-talk(TM), interactive smart voice technology.
Interventions and Clinical Expertise
Our personalized health and disease interventions include intensive
programs for individuals who suffer from, or are at high risk for, active or
chronic disease and tailored programs for individuals who are at low risk.
Depending on the individual's level of risk, our custom tailored interventions
include self-help programs available through the web or person-assisted programs
administered through our Care Communication Center, which is staffed by trained
nurses and other healthcare professionals 24 hours per day, 7 days per week. All
interventions include lifestyle and risk reduction programs that follow
evidence-based clinical guidelines to optimize health, fitness, productivity and
quality of life.
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We have designed and are implementing interventions for a number of
specific chronic conditions, including congestive heart failure (CHF), coronary
artery disease (CAD), asthma, diabetes, cancer management, cystic fibrosis,
lower back pain and chronic obstructive pulmonary disease (COPD).
Care Communication Center
Our Care Communications Center is staffed with trained nurses and other
healthcare professionals 24 hours per day, 7 days per week. Through the Center,
we effect targeted interventions to improve the health management of the
populations we serve. The Center helps consumers make informed decisions about
their health and provides ongoing support for those with chronic diseases. Our
demand management and nurse triage services incorporate nationally recognized,
evidence-based clinical guidelines to ensure that all caregivers and consumers
are following the best practices.
Everything we do is built on information, which drives decision-making and
results. Information guides the identification of consumers, the utilization of
protocols that provide high quality and cost effective care, the communication
among the key stakeholders and ultimately the return on capital invested in
providing healthcare. When all of these components are in place, we believe that
consumer satisfaction will increase and the costs of providing quality
healthcare will decrease.
Corporate Information
General
Our principal executive offices are located at One Logan Square, 130 N.
18th Street, Suite 2615, Philadelphia, Pennsylvania 19103. Our telephone number
is (215) 557-7488 and our fax number is (215) 557-7820. We maintain a website
located at http://www.i-trax.com. Information contained on our website is not
part of this prospectus.
We make our annual reports on Form 10-KSB, quarterly reports on Form
10-QSB and current reports on Form 8-K, as well as any amendments to the
forgoing, available free of charge on our website as soon as reasonably
practicable after they have been filed with the SEC. For a detailed description
of our business you should read these reports and the other filings we make with
the SEC which are incorporated by reference in this prospectus.
I-trax, Inc.--Holding Company
I-trax was incorporated in the State of Delaware on September 15, 2000 at
the direction of the board of directors of I-trax Health Management Solutions,
Inc. (or Health Management), I-trax's then parent company. On February 5, 2001,
I-trax became the holding company of Health Management at the closing of a
reorganization pursuant to Section 251(g) of Delaware General Corporation Law.
The holding company reorganization was described in greater detail in I-trax's
registration statement on Form S-4 (Registration Number 333-48862), filed with
the SEC on October 27, 2000. At the effective time of the reorganization all of
the stockholders of Health Management became the stockholders of I-trax and
Health Management became a wholly owned subsidiary of I-trax. Further, all
outstanding shares of Health Management were converted into shares of I-trax in
a non-taxable transaction. Health Management no longer files reports with the
SEC. However, I-trax does file reports with the SEC, and its common stock is
traded on the American Stock Exchange under the symbol "DMX."
The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of WellComm Group, Inc. on February 6, 2002 and iSummit Partners, LLC, doing
business as "MyFamilyMD," on February 7, 2001.
I-trax acquired WellComm effective February 6, 2002 in a two-step
reorganization pursuant to a Merger Agreement dated January 28, 2002 by and
among I-trax, WC Acquisition, Inc., an Illinois corporation and a wholly-owned
subsidiary of I-trax, WellComm and WellComm's two principals. The initial step
of the reorganization transaction involved a merger of WC Acquisition with and
into WellComm, in which merger WellComm continued as the surviving corporation.
The second step of the reorganization transaction involved a statutory merger of
WellComm with and into I-trax, in which merger I-trax continued as the surviving
corporation.
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At the closing of the WellComm merger, we delivered to the WellComm
stockholders approximately $2,200,000 in cash and 1,488,000 shares of our common
stock, and to each of two senior officers of WellComm options to acquire 56,000
shares of our common stock at a nominal exercise price. After the merger, three
executive officers of WellComm joined us as senior executives and WellComm's two
principal stockholders were elected to our board of directors.
We funded the acquisition of WellComm by selling a 6% convertible senior
debenture in the aggregate principal amount of $2,000,000 to Palladin
Opportunity Fund LLC pursuant to a Purchase Agreement dated as of February 4,
2002 between Palladin and us. Pursuant to the purchase agreement, we also issued
Palladin a warrant to purchase up to 307,692 shares of our common stock. The
outstanding principal and any interest under the debenture are payable in full
on or before February 3, 2004. Further, outstanding principal and any interest
may be converted at any time at the election of Palladin into our common stock.
The conversion price under the debenture, and the exercise price under the
warrant, is $1.75.
I-trax acquired iSummit effective February 7, 2001 in an exchange
transaction pursuant to a Contribution and Exchange Agreement dated September
22, 2000, as amended, by and among iSummit, I-trax, Health Management and
iSummit's three members. I-trax issued 580,682 shares of common stock to acquire
iSummit (reflecting a post closing adjustments to the aggregate number of issued
shares effective as of December 31, 2001).
I-trax Health Management Solutions, Inc.--Operating Subsidiary
Health Management is a predecessor to I-trax and is our operating
subsidiary. It was incorporated in the State of Delaware under the name of
Marmac Corporation in May 1969. In December 1979, it changed its name to Ibex
Industries International, Inc. On April 1, 1996, Health Management purchased the
assets of certain physician practices, changed its name to U.S. Medical
Alliance, Inc., and commenced operations as a physician practice management
company.
As U.S. Medical Alliance, Health Management completed one additional
physician practice acquisition. However, it did not have adequate liquidity or
capital resources to withstand the downturn in the physician practice management
industry, nor the ability to acquire profitable physician practices. In January
1997, the board of directors of Health Management, in an effort to reorganize,
elected Frank A. Martin as its President. Mr. Martin negotiated the return of
the previously acquired physician practice assets to the physicians in exchange
for the cancellation of any Health Management capital stock or notes associated
with those acquisitions. Health Management changed its name to I-Trax.com, Inc.
in August 1999.
Health Management merged with Member-Link effective December 30, 1999
pursuant to a Merger Agreement dated as of December 14, 1999. In the merger,
Health Management issued an aggregate of 1,554,368 shares (as adjusted) of its
common stock. On February 7, 2001, Health Management and I-trax completed the
previously described holding company reorganization. Health Management assumed
its current name, I-trax Health Management Solutions, Inc., on March 21, 2001.
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RISK FACTORS
In addition to other information contain and incorporated by reference in
this prospectus, you should carefully consider the following risks and the other
information in evaluating I-trax and its business. Our business, financial
condition and results of operations could be materially and adversely affected
by each of these risks. Such an adverse effect could cause the market price of
our common stock to decline, and you could lose all or part of your investment.
Risk Related to I-trax
We have a history of operating losses and anticipate continued operating
losses through the third quarter of 2003.
We have used substantial cash to fund our operating losses, and we have
never earned a profit. Through June 30, 2003, we have used approximately $ 14.4
million of cash to fund our operating activities. Moreover, we expect to use
additional cash to fund our operating losses through the third quarter of 2003.
Our ability to achieve profitability will depend, in part, on:
o the commercial success of our service and software applications;
o successful deployment and retention of our services and software
applications by our customers; and
o our sales and marketing activities.
The success of our business model depends on attracting customers, such as
public health agencies, hospitals, health plans, self-insured employers, and
colleges and universities, to our population health management solutions.
Although we believe that this business model will be successful, we cannot
assure you that we will achieve or sustain profitability or that our operating
losses will not increase in the future.
We will require additional capital to fund our operating losses and
improve our products and services.
Additional funds are required to complete our planned product development
efforts, expand our sales and marketing activities, and to cover cash shortfalls
until our current and projected pipeline materializes. At present, we expect to
obtain such funds from operations and financings activities. Financing
activities may include equity or debt financings, strategic alliances with
corporate partners and others, or through other sources. We cannot provide
assurance that additional funding will be available on acceptable terms, if at
all. If adequate funds are not available, we may have to delay, scale-back or
eliminate certain aspects of our operations or attempt to obtain funds through
arrangements with collaborative partners or others. Moreover, if we continue to
have operating losses and are unable to obtain capital to cover them, we may be
unable to remain in business. These results, in turn, could cause the
relinquishment of our rights to certain of our technologies, products or
potential markets, dilution of your ownership in our business, or our loss of
what we believe is a current competitive advantage in technology enabled
population health management field. Therefore, the inability to obtain adequate
funds could have a material adverse impact on our business, financial condition
and results of operations.
The segment of the healthcare industry in which we operate is relatively
new and our sales cycle is long and complex.
The disease and population health management business, although growing
rapidly, is a relatively new segment of the overall healthcare industry and has
many entrants. Many companies use the generic label of "disease management" to
characterize activities ranging from the sale of medical supplies and drugs to
services aimed at managing demand for healthcare services. Because this segment
of the industry is relatively new, potential purchasers take a long time to
evaluate and purchase such services, lengthening our sales cycle. Further, the
sales and implementation process for our services and software applications is
lengthy, involves a significant technical evaluation and requires our customers
to commit a great deal of time and money. Finally, the sale and implementation
of our solutions are subject to delays due to our customers' internal budgets
and procedures for
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approving large capital expenditures and deploying new services and software
applications within their organizations. The sales cycle for our solutions,
therefore, is unpredictable and has generally ranged from 3 to 24 months from
initial contact to contract signing. The time it takes to implement our
solutions is also difficult to predict and has lasted as long as 18 months from
contract execution to the commencement of live operation. During the sales cycle
and the implementation period, we may expend substantial time, effort and money
preparing contract proposals, negotiating the contract and implementing the
solution without receiving any related revenue.
Our limited operating experience may cause us to misjudge the segment of
the healthcare industry in which we are operating.
We have only recently begun to design, build and offer disease management
and comprehensive health management solutions. Our enterprise software
applications have been operational for less than four years, our web-based
solutions have been operational for less than two years and our disease
management and comprehensive health management solutions have been operational
for only one year. Accordingly, we have a limited operating history in our
business. Furthermore, we are also facing other risks and challenges, including
a lack of meaningful historical financial data upon which to plan future
budgets, increasing competition, the need to develop strategic relationships,
and other risks described below. We cannot guarantee that we will be able
successfully to implement our business model. An investor in our common stock
must consider the risks, uncertainties, expenses and difficulties frequently
encountered by companies in their early stages of development. As a result of
the absence of meaningful history and experience in our business, we may easily
misjudge the nature or size of our perceived markets, or the amount of work or
capital necessary to complete our pending products or to implement our business
plan.
We may be unable to implement our business strategy to deploy our
products effectively and attract customers.
Although we believe that there is significant demand for our services and
products in the overall healthcare market, there are many reasons why we may be
unable to execute our business strategy, including our possible inability to:
o deploy our services and software applications on a large scale;
o attract a sufficiently large number of public health agencies,
hospitals, health plans, self-insured employers and colleges and
universities to subscribe for our services and software
applications;
o increase awareness of our brand;
o strengthen user loyalty;
o develop and improve our services and software applications;
o continue to develop and upgrade our services and software
applications; and
o attract, retain and motivate qualified personnel.
The healthcare industry is subject to cost pressures.
The healthcare industry is currently under pressure by governmental and
private-sector revenue sources to cut spiraling costs. These pressures will
continue and possibly intensify. Although we believe that our services and
software applications assist public health agencies, hospitals, health plans and
self-insured employers to control the high costs associated with the treatment
of chronic diseases, the pressures to reduce costs immediately may hinder our
ability (or the length of time we require) to obtain new contracts. In addition,
the focus on cost reduction may pressure our customers to restructure contracts
and reduce our fees.
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Government regulation could adversely affect our business.
Many of our existing and potential clients are subject to considerable
state and federal government regulations. Many of these regulations are vaguely
written and subject to differing interpretations that may, in certain cases,
result in unintended consequences that may affect our ability to effectively
deliver our services. Regulatory and legislative efforts currently focus on the
confidentiality of patient identifiable medical information, as evidenced by
such legislation as the Health Insurance Portability and Accountability Act of
1996 (or HIPAA). While we believe that our ability to obtain patient
identifiable medical information for disease management purposes from certain of
our clients is protected in recently released federal regulations governing
medical record confidentiality, state legislation or regulations will preempt
federal legislation if it is more restrictive. Accordingly, new federal or state
legislation or regulations restricting the availability of this information to
us or leaving uncertain whether disease management is an allowable use of
patient identifiable medical information would have a material negative effect
on us.
Although we are not directly subject to many of the regulations governing
healthcare delivery, our clients, such as public health agencies, hospitals,
health plans, and self-insured employers, must comply with regulations including
the licensing and reimbursement requirements of federal, state and local
agencies. Further, certain of our professional healthcare employees, such as
doctors and nurses, are subject to individual licensing requirements. All of our
healthcare professionals who are subject to licensing requirements are licensed
in the state in which they are physically present. Multiple state licensing
requirements for healthcare professionals who provide services telephonically
over state lines may require us to license some of our healthcare professionals
in more than one state. We continually monitor the developments in telemedicine.
There is no assurance, however, that new judicial decisions or federal or state
legislation or regulations would not increase the requirement for multi-state
licensing of all central operating unit call center health professionals, which
would significantly increase our administrative costs.
We are indirectly affected by changes in the laws governing health plan,
hospital and public health agency reimbursement under governmental programs such
as Medicare and Medicaid. There are periodic legislative and regulatory
initiatives to reduce the funding of the Medicare and Medicaid programs in an
effort to curtail or reduce overall federal healthcare spending. Federal
legislation has and may continue to significantly reduce Medicare and Medicaid
reimbursements to most hospitals. These reimbursement changes are negatively
affecting hospital revenues and operations. There can be no assurance that such
legislative initiatives or government regulations would not adversely affect our
operations or reduce demand for our services.
Various federal and state laws regulate the relationship among providers
of healthcare services, other healthcare businesses and physicians. The "fraud
and abuse" provisions of the Social Security Act provide civil and criminal
penalties and potential exclusion from the Medicare and Medicaid programs for
persons or businesses who offer, pay, solicit or receive remuneration in order
to induce referrals of patients covered by federal healthcare programs (which
include Medicare, Medicaid, TriCare and other federally funded health programs).
Although we believe that our business arrangements with our clients are in
compliance with these statutes, these fraud and abuse provisions are broadly
written and the full extent of their application is not yet known. We are
therefore unable to predict the effect, if any, of broad enforcement
interpretation of these fraud and abuse provisions.
Our dependence on the Internet and Internet-related technologies subjects
us to frequent change and risks.
Our web-based software applications that form the backbone of our disease
management and comprehensive health management solutions depend on the
continuous, reliable and secure operation of Internet servers and related
hardware and software. In the past, several large Internet commerce companies
have suffered highly publicized system failures, which depressed their stock
prices, caused significant negative publicity and sometimes led to litigation.
It is possible that we may also suffer service outages from time to time. To the
extent that our service is interrupted, our users will be inconvenienced and our
reputation may be diminished. If access to our system becomes unavailable at a
critical time, users could allege we are liable, which could depress our stock
price, cause significant negative publicity and possibly lead to litigation.
Although our computer and communications hardware is protected by physical and
software safeguards, it is still vulnerable to fire, storm, flood, power loss,
telecommunications failures, physical or software break-ins and similar events.
We will not have 100%
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redundancy for all of our computer and telecommunications facilities. A
catastrophic event could have a significant negative effect on our business,
results of operations, and financial condition.
We also depend on third parties to provide certain of our clients with
Internet and online services necessary for access to our servers. It is possible
that our clients will experience difficulties with Internet and other online
services due to system failures, including failures unrelated to our systems.
Any sustained disruption in Internet access provided by third parties could have
a material adverse effect on our business, results of operations and financial
condition.
Finally, we retain confidential healthcare information on our servers. It
is, therefore, critical that our facilities and infrastructure remain secure and
are perceived by clients to be secure. Although we operate our software
applications from a secure facility managed by a reputable third party, our
infrastructure may be vulnerable to physical break-ins, computer viruses,
programming errors or similar disruptive problems. A material security breach
could damage our reputation or result in liability to us.
We may be sued by our users if we provide inaccurate health information on
our website or inadvertently disclose confidential health
information to unauthorized users.
Because users of our website will access health content and services
relating to a medical condition they may have or may distribute our content to
others, third parties may sue us for defamation, negligence, copyright or
trademark infringement, personal injury or other matters. We could also become
liable if confidential information is disclosed inappropriately. These types of
claims have been brought, sometimes successfully, against online services in the
past. Others could also sue us for the content and services that will be
accessible from our website through links to other websites or through content
and materials that may be posted by our users in chat rooms or bulletin boards.
Any such liability will have a material adverse effect on our reputation and our
business, results of operations or financial position.
Our business will be adversely affected if we lose a key employee or fail
to recruit and retain other skilled employee.
Our Chairman and Chief Executive Officer, Frank A. Martin, is an integral
part of our business and our future success greatly depends upon his retention.
Our failure to retain Mr. Martin could significantly reduce our ability to
compete and succeed in the future.
Our future success also depends on our ability to attract, retain and
motivate highly skilled employees. As we secure new contracts and implement our
services and products, we will need to hire additional personnel in all
operational areas. We may be unable to attract, assimilate or retain such highly
qualified personnel. We have in the past experienced, and we expect to
experience in the future, difficulty in hiring and retaining highly skilled
employees with appropriate qualifications. If we do not succeed in attracting
new personnel or retaining and motivating our current personnel, our business
will be adversely affected.
We may be unable to compete successfully against companies offering
similar products.
Many healthcare companies are offering disease management services and
healthcare focused software solutions. Further, a vast number of Internet sites
offer healthcare content, products and services. In addition, traditional
healthcare providers compete for consumers' attention both through traditional
means as well as through new Internet initiatives. Although we believe our
technology-enabled service solutions are unique and better than our
competitors', we compete for customers with numerous other businesses.
Many of these potential competitors are likely to enjoy substantial
competitive advantages compared to us, including:
o greater name recognition and larger marketing budgets and resources;
o larger customer and user bases;
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o larger production and technical staffs;
o substantially greater financial, technical and other resources; and
o a wider array of online products and services.
To be competitive, we must continue to enhance our products and
services, as well as our sales and marketing channels and our financial
condition.
We may be exposed to liability claims.
We maintain professional malpractice, errors and omissions and general
liability insurance for all of our locations and operations. Although we believe
that these insurance policies are adequate in amount and coverage for our
current operations, there can be no assurance that coverage is sufficient to
cover all future claims or will continue to be available in adequate amounts or
at a reasonable cost.
I-trax Health Management Solutions, Inc., our operating subsidiary, had
engaged in the physician practice management business. While we are no longer
engaged in that business, Health Management may be subject to unknown
liabilities arising from such prior business operations, which may have a
material adverse effect on our business, operations, financial condition, or
prospects.
Member-Link Systems, Inc., a company we acquired in 1999 by way of a
merger with Health Management, was engaged in the business of marketing, selling
and installing eImmune(R) and AsthmaWatch(R) applications. Since beginning its
operations in 1996 until March 15, 2000, Member-Link and Health Management did
so without obtaining product or professional liability insurance. Accordingly,
if any customer of Member-Link or Health Management should in the future claim
that the software applications Member-Link and Health Management sold prior to
obtaining insurance on March 15, 2000 were defective, we would not have the
protection of insurance in satisfying or defending against such claims. At this
time we are not aware of any such claims. Any such claims, however, could have a
material adverse effect on our business, results of operations, financial
condition and prospects.
Our clients may sue us if any of our software applications or services is
defective, fails to perform properly or injures the user. Even though we
currently have insurance, claims could require us to spend significant time and
money in litigation, to pay significant damages and to reserve for such
liability on our financial statements. At this time we are not aware of any such
claims. However, any such claims, whether or not successful, could seriously
damage our reputation and our business, results of operations or financial
position.
If our intellectual property rights are undermined by third parties, our
business will suffer.
Our intellectual property is important to our business. We rely on a
combination of copyright, trademark and trade secret laws, confidentiality
procedures and contractual provisions to protect our intellectual property. Our
efforts to protect our intellectual property may not be adequate. Our
competitors may independently develop similar technology or duplicate our
products or services. Unauthorized parties may infringe upon or misappropriate
our products, services or proprietary information. In addition, the laws of some
foreign countries do not protect proprietary rights as well as the laws of the
United States do, and the global nature of the Internet makes it difficult to
control the ultimate destination of our products and services. In the future,
litigation may be necessary to enforce our intellectual property rights or to
determine the validity and scope of the proprietary rights of others. Any such
litigation would probably be time-consuming and costly. We could be subject to
intellectual property infringement claims as the number of our competitors grows
and the content and functionality of software applications and services overlap
with competitive offerings. Defending against these claims, even if not
meritorious, could be expensive and divert our attention from operating our
company. If we become liable to third parties for infringing their intellectual
property rights, we could be required to pay a substantial damage award and
forced to develop noninfringing technology, obtain a license or cease selling
the applications that contain the infringing technology. We may be unable to
develop noninfringing technology or obtain a license on commercially reasonable
terms, or at all. We also intend to rely on a variety of technologies that we
will license from third parties, including any database and Internet server
software, which will be used to operate our applications. These third-party
licenses
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may not be available to us on commercially reasonable terms. The loss of or
inability to obtain and maintain any of these licenses could delay the
introduction of enhancements to our software applications, interactive tools and
other features until equivalent technology could be licensed or developed. Any
such delays could materially adversely affect our business, results of
operations and financial condition.
Provisions of our certificate of incorporation could impede a takeover of
our company even though a takeover may benefit our stockholders.
Our board of directors has the authority, without further action by the
stockholders, to issue from time to time, up to 2,000,000 shares of preferred
stock in one or more classes or series, and to fix the rights and preferences of
such preferred stock. We are subject to provisions of Delaware corporate law
which, subject to certain exceptions, will prohibit us from engaging in any
"business combination" with a person who, together with affiliates and
associates, owns 15% or more of our common stock (referred to as an interested
stockholder) for a period of three years following the date that such person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. Additionally, our bylaws establish an advance notice
procedure for stockholder proposals and for nominating candidates for election
as directors. These provisions of Delaware law and of our certificate of
incorporation and bylaws may have the effect of delaying, deterring or
preventing a change in our control, may discourage bids for our common stock at
a premium over market price and may adversely affect the market price, and the
voting and other rights of the holders of our common stock.
Our officers and directors have effective control of the company and other
stockholders may have little or no voice in corporate management.
Our Chairman, the venture capital firm with which our Chairman is
affiliated, three other members of our management team and two directors
beneficially own, in the aggregate, approximately 30% of the outstanding shares
of our common stock. As a result, these stockholders, acting together,
effectively control the election of directors and matters requiring approval by
our stockholders. Thus, they may be able to prevent corporate transactions such
as future mergers that might be favorable from our standpoint or the standpoint
of the other stockholders.
The loss of any of our very limited number of customers will have a
material adverse effect on our business.
Historically, a very limited number of customers has accounted for a
significant percentage of our revenues. In 2001, our largest customer, Walter
Reed Army Medical Center, accounted for 84% of our revenues. In 2002, our
largest customers, UICI and Aetna Health Management, Inc. accounted for 42% and
30% of our revenues, respectively. We anticipate that our results of operations
in any given period will continue to depend to a significant extent upon a small
number of customers. Accordingly, if we were to lose the business of even a
single customer, our results of operations would be materially and adversely
affected.
If we cannot repay the debenture we sold to Palladin, we will be in
default on a material obligation, which will cause us to suffer a
material adverse event.
We owe Palladin Opportunity Fund, LLC (or Palladin) $2,000,000 under a 6%
convertible senior debenture. If Palladin does not convert this sum into our
common stock, this sum, together with interest, must be repaid on February 3,
2004. If we do not have sufficient funds to repay this sum on debenture's due
date, we will be in default on a material obligation and as a result our
operations may be materially and adversely effected.
Investment Risks
The price of our common stock is volatile.
Our stock price has been and we believe will continue to be volatile. For
example, in 2002, the per share price of our stock has fluctuated from a high of
$7.65 to a low of $2.50. The stock's volatility may be influenced by the
market's perceptions of the healthcare sector in general, or other companies
believed to be similar to us or by the market's perception of our operations and
future prospects. Many of these perceptions are beyond our control. In
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addition, our stock is not heavily traded and therefore the ability to achieve
relatively quick liquidity without a negative impact on our stock price is
limited.
Shares eligible for future sale upon the conversion of the
debenture and upon the exercise of issued options and warrants may
cause significant dilution.
Palladin purchased from us a debenture with the principal amount of
$2,000,000. The debenture and accrued interest on the debenture is convertible
into such number of shares of our common stock as determined by dividing the
principal amount and accrued interest thereon by the then current conversion
price. If converted on June 30, 2003, the debenture would convert into
approximately 1,240,960 shares of our common stock. Our stockholders, therefore,
could experience dilution of their investment upon conversion of the debenture.
The shares of common stock issuable upon the conversion of the debenture are
registered under the Securities Act of 1933, as amended (or Securities Act), and
may be sold by Palladin, subject to certain limitations, at any time.
As of June 30, 2003, approximately 5,489,092 shares of our common stock
were reserved for issuance upon exercise of our outstanding warrants and options
in addition to the shares of our common stock reserved for issuance upon the
conversion of the debenture.
We may need additional funds in the future which may not be
available and which may result in dilution of the value of our common
stock
In the future, we may need to raise additional funds, which may not be
available on favorable terms, if at all. If adequate funds are not available on
acceptable terms, we may be unable to fund our business growth plans. In
addition, if funds are available, the issuance of securities could dilute the
value of shares of our common stock and cause the market price to fall.
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MARKET FOR OUR COMMON STOCK
Our common stock trades on the American Stock Exchange under the symbol
"DMX." Prior to January 15, 2003, our common stock was quoted on
Over-the-Counter Bulletin Board under the symbol "IMTX" and "ITRX." The
following table sets forth the high and low closing prices for our common stock
for the periods indicated. All closing prices have been adjusted to reflect a
1-for-5 reverse stock split effected as of close of business on January 3, 2003.
High Low
-------- --------
2003
Third Quarter (through August 20, 2003) $ 3.790 $ 2.850
Second Quarter 3.000 1.510
First Quarter 5.000 1.370
2002
Fourth Quarter 4.300 2.500
Third Quarter 5.100 2.750
Second Quarter 6.625 4.150
First Quarter 7.650 5.100
2001
Fourth Quarter 8.350 1.800
Third Quarter 3.850 1.800
Second Quarter 5.155 2.900
First Quarter 15.000 3.440
We obtained the information presented above from Nasdaq.com.
As of August 20, 2003, there were approximately 465 registered holders of
our common stock. On August 20, 2003, the last reported sales price of our
common stock was $2.80.
Dividend Policy
We have never paid or declared any cash dividends on our common stock or
other securities and do not anticipate paying cash dividends in the foreseeable
future.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common
stock offered under this prospectus. However, we may receive proceeds from the
exercise of the warrants by the selling shareholders, which proceeds will be
used for general corporate purposes.
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SELLING SECURITY HOLDERS
We are registering for offer and sale by the applicable holders:
o up to 1,218,628 shares of our common stock; and
o up to 416,667 shares of common stock issuable upon the exercise of
outstanding warrants and conversion of a convertible promissory
note.
The selling shareholders may offer their shares for sale on a continuous
basis pursuant to Rule 415 under the Securities Act.
None of the selling shareholders and their principals has held a position
or office, or has any other material relationship, with us, except as follows.
From February 2001 through May 2002, Hans C. Kastensmith served as a director
and Vice Chairman of I-trax. The Del Mar Consulting Group, Inc., Michael
Steinberg and Barry Honig provide consulting services to I-trax. Robert Prag is
a principal of The Del Mar Consulting Group, Inc. Barry Honig is an employee of
Marlins Capital, LLC.
All of the selling shareholders' shares covered by this prospectus will
become tradable upon conversion on the effective date of the registration
statement of which this prospectus is a part.
Based on information provided to us by the selling shareholders, the
following table sets forth ownership and registration information regarding the
shares held by the selling shareholders.
Common Stock Owned After
Number of Offering Is Complete
Name of Selling Shareholder Shares of Number of
Common Stock Shares of
Owned Before Common Stock Number of
Offering (1) Offered Shares Percentage
------------------------------------------------- ---------------- ----------------- -------------- ----------------
Hans C. Kastensmith 489,520 420,114 69,406
The Del Mar Consulting Group, Inc. 490,000 464,051 25,949
Joseph and Greta Shamy, JT (2) 578,630 338,630 240,000 2.2%
Michael Steinberg (3) 125,000 125,000 --
Barry Honig (3) 125,000 125,000 --
Robert Prag 43,000 43,000 --
Marlins Capital, LLC 33,000 33,000 --
Andrew Friis 33,000 33,000 --
Charles O. Howey Trust 20,000 20,000 --
Evan Taber 12,500 12,500 --
Marco Palatini 8,000 8,000 --
Marc Rubin 5,000 5,000 --
Mento Soponis 4,000 4,000 --
Leo C. Mueller, III 2,000 2,000 --
Leo C. Mueller, JR 2,000 2,000 --
---------------- ----------------- --------------
TOTAL: 1,970,650 1,635,295 335,355
(1) The actual number of shares of common stock offered in this
prospectus, and included in the registration statement of which this
prospectus is a part, includes such additional number of shares of
common stock as may be issued or issuable by reason of any stock
split, stock dividend or similar transaction involving the common
stock, in accordance with Rule 416 under the Securities Act.
(2) The aggregate number of shares offered include 66,667 shares of
common stock issuable upon the conversion at $1.50 per share of a
convertible promissory note in the principal amount of
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$100,000 and 100,000 share of common stock issuable upon the
exercise of a warrant at $1.50 per share.
(3) The offered shares are issuable upon the exercise of a warrant at
$1.50 per share.
PLAN OF DISTRIBUTION
The shares being offered by the selling shareholders or their respective
pledgees, donees, transferees or other successors in interest, will be sold from
time to time in one or more transactions, which may involve block transactions:
o on the American Stock Exchange or on such other market on which the
common stock may from time to time be trading;
o in privately-negotiated transactions;
o through the writing of options on the shares;
o short sales; or
o any combination thereof.
The sale price to the public may be:
o the market price prevailing at the time of sale;
o a price related to such prevailing market price;
o at negotiated prices; or
o such other price as the selling shareholders determine from time to
time.
The shares may also be sold pursuant to Rule 144. The selling shareholders
shall have the sole and absolute discretion not to accept any purchase offer or
make any sale of shares if they deem the purchase price to be unsatisfactory at
any particular time.
The selling shareholders or their respective pledgees, donees, transferees
or other successors in interest, may also sell the shares directly to market
makers acting as principals or broker-dealers acting as agents for themselves or
their customers. These broker-dealers may be compensated with discounts,
concessions or commissions from the selling shareholders or the purchasers of
shares for whom such broker-dealers may act as agents or to whom they sell as
principal or both. The compensation as to a particular broker-dealer might be
greater than customary commissions. Market makers and block purchasers
purchasing the shares will do so for their own account and at their own risk.
The selling shareholders may sell shares of common stock in block transactions
to market makers or other purchasers at a price per share, which may be below
the then market price. The selling shareholders cannot assure that all or any of
the shares offered in this prospectus will be issued to, or sold by, the selling
shareholders. The selling shareholders and any brokers, dealers or agents, upon
effecting the sale of any of the shares offered in this prospectus, may be
deemed "underwriters" as that term is defined under the Securities Act or the
Securities Exchange Act of 1934 (or Exchange Act) or the rules and regulations
under such acts.
The selling shareholders, alternatively, may sell all or any part of the
shares offered in this prospectus through an underwriter. No selling stockholder
has entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. If a selling
shareholders enters into such an agreement or agreements, the relevant details
will be set forth in a supplement or revisions to this prospectus.
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The selling shareholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under the Exchange Act, including,
without limitation, Regulation M. These provisions may restrict certain
activities of, and limit the timing of purchases and sales of any of the shares
by, the selling shareholders or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the shares.
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the SEC (File
No. 0-30275). Copies of these reports, proxy statements and other information
may be inspected and copied at the public reference facilities maintained by the
SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.
Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC
maintains a website that contains reports, proxy statements and other
information regarding our company. The address of this website is
http://www.sec.gov.
We have filed a registration statement on Form S-3 under the Securities
Act with the SEC with respect to the shares of our common stock covered by this
prospectus. This document constitutes the prospectus of I-trax filed as part of
that registration statement. This document does not contain all of the
information set forth in the registration statement because some parts of the
registration statement are omitted as provided by the rules and regulations of
the SEC. You may inspect and copy the registration statement at any of the
addresses listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents we have filed with the SEC (File No. 0-30275)
pursuant to the Exchange Act are incorporated herein by reference:
o our Annual Report on Form 10-KSB for the year ended December 31,
2002, filed on April 15, 2003,
o our amended Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002, each filed on
May 15, 2003,
o our Quarterly Reports on Form 10-QSB for the quarter ended March 31,
2003, filed on May 15, 2003, and our Quarterly Report on Form 10-QSB
for the quarter ended June 30, 2003, filed on August 14, 2003,
o our Current Reports on Form 8-K filed on February 12, 2003, February
19, 2003, April 22, 2003, May 19, 2003 and August 15, 2003,
o the description of our common stock, $0.01 par value per share, and
associated rights, contained in our registration statement on Form
8-A, filed on January 14, 2003, including any amendment or report
filed for the purpose of updating this description, and
o all reports and other documents filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this prospectus and prior to the termination of the offering.
Any statement contained in a document incorporated by reference in this
prospectus will be deemed to be incorporated by reference in this prospectus and
to be part of this prospectus from the date of filing of the document. Any
statement modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part
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of this prospectus. We will provide upon written or oral request without charge
to each person to whom this prospectus is delivered a copy of any or all of the
documents which are incorporated in this prospectus by reference (other than
exhibits to those documents unless those exhibits are specifically incorporated
by reference into the documents that this prospectus incorporates). Written
requests for copies should be directed to I-trax, Inc., Investor Relations, One
Logan Square, Suite 2615, 130 N. 18th Street, Philadelphia, Pennsylvania 19103.
Our telephone number is (215) 557-7488.
LEGAL MATTERS
The validity of the shares of our common stock offered by this prospectus
will be passed upon for us by our Vice President, General Counsel and Secretary.
EXPERTS
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-KSB of I-trax, Inc. for the year ended December 31,
2002 have been so incorporated in reliance on the reports of Goldstein Golub
Kessler LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting
The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-KSB of I-trax, Inc. for the year ended December 31,
2001 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
-17-
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by I-trax
in connection with the sale of the securities being registered. All amounts are
estimates except the SEC registration fee:
SEC registration fee $ $373
Printing and engraving expenses 1,000
Accounting fees and expenses 6,000
Attorneys' fees and expenses 2,000
Transfer agent's fees and expenses 1,000
Miscellaneous 627
Total: $ 11,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that, despite
such adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.
Section 145 of the Delaware General Corporation Law further provides that
to the extent a director or officer of a Delaware corporation has been
successful in the defense of any action, suit or proceeding referred to in
subsections (a) or (b) of Section 145 or in the defense of any claim, issue or
matter therein, he shall be indemnified against any expenses actually and
reasonably incurred by him in connection therewith; that the indemnification
provided for by Section 145 shall not be deemed exclusive of any rights to which
the indemnified party may be entitled and the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
and I-trax's Certificate of Incorporation contains such a provision, to the
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effect that, subject to certain exceptions, a director of a Delaware corporation
is not personally liable to the corporation or its stockholders for monetary
damages for a breach of his fiduciary duty as a director.
I-trax's By-laws also provide that I-trax shall indemnify its directors
and officers and, to the extent permitted by the Board of Directors, I-trax's
employees and agents, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, I-trax's
By-laws permit the Board of Directors to authorize the Company to purchase and
maintain insurance against any liability asserted against any of the Company's
directors, officers, employees or agents arising out of their capacity as such.
ITEM 16. EXHIBITS
NUMBER EXHIBIT TITLE
------ -------------
5* Opinion of Vice President, General Counsel and Secretary.
23.1* Consent of Vice President, General Counsel and Secretary.
(Included in Exhibit 5.)
23.2* Consent of Goldstein Golub Kessler LLP.
23.3* Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney. (Included in signature page.)
_____________________________
* Filed with this registration statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing of this Registration Statement on Form S-3 and has duly
caused this registration statement to be singed on its behalf by the
undersigned, thereunto duly authorized in the City of Philadelphia, Commonwealth
of Pennsylvania on August 22, 2003.
I-TRAX, INC.
By: /s/ Frank A. Martin
-----------------------------
Frank A. Martin, Chairman and
Chief Executive Officer
By: /s/ William S. Wheeler
----------------------------------------------
William S. Wheeler, Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 was signed by the following persons in the
capacities and on the dates stated.
Each person whose signature appears below in so signing also makes,
constitutes and appoints Frank A. Martin and William S. Wheeler and each of
them, his or her true and lawful attorney-in-fact, with full power of
substitution, for him or her in any and all capacities, to execute and cause to
be filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement and any related
registration statement (and any and all amendments and post-effective amendments
thereto) contemplated by Rule 462 under the Securities Act of 1933, as amended,
in each case with exhibits thereto and other documents in connection therewith
and hereby ratifies and confirms all that said attorney-in-fact or his or her
substitute or substitutes may do or cause to be done by virtue hereof.
Signature Title Date
----------------------- --------------------------------- ---------------
/s/ Frank A. Martin Chairman, Chief Executive Officer, August 22, 2003
----------------------- President and Director
Frank A. Martin
/s/ Carol Rehtmeyer Director August 22, 2003
-----------------------
Carol Rehtmeyer
/s/ John Blazek Director August 22, 2003
-----------------------
John Blazek
/s/ David R. Bock Director August 22, 2003
-----------------------
David R. Bock
/s/ Philip D. Green Director August 22, 2003
-----------------------
Philip D. Green
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/s/ Michael M.E. Johns Director August 22, 2003
-----------------------
Dr. Michael M.E. Johns
/s/ Arthur N. Leibowitz Director August 22, 2003
-----------------------
Dr. Arthur N. Leibowitz
/s/ David Nash Director August 22, 2003
-----------------------
Dr. David Nash
/s/ John R. Palumbo Director August 22, 2003
-----------------------
John R. Palumbo
/s/ R. Dixon Thayer Director August 22, 2003
-----------------------
R. Dixon Thayer
/s/ William S. Wheeler Director August 22, 2003
-----------------------
William S. Wheeler
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