itrax8k.htm
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): November
27, 2007
-----------------
I-TRAX,
INC.
------------------------------------------------------
(Exact
name of registrant as specified in its charter)
|
Delaware
------------------------
|
001-31584
------------------------
|
23-3057155
------------------------
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
4
Hillman Drive, Suite 130
Chadds
Ford, Pennsylvania
------------------------------------------------
|
19317
------------------------------------------------
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area
code: (610)
459-2405
N/A
-----------------------------------------------------
(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
November 27, 2007, I-trax, Inc., a
Delaware corporation (“I-trax”), Pro Fitness Health Solutions,
LLC, a New York limited liability company (“Pro Fitness”),
Minute Men, Incorporated, a Connecticut corporation (“Minute
Men”), and Daron Shepard, the sole manager and Chief Executive Officer
of Pro Fitness, entered into a Member Interest Purchase Agreement (the
“Acquisition Agreement”). Pursuant to the terms of
the Acquisition Agreement, I-trax is purchasing all of the outstanding
membership interests of Pro Fitness from Minute Men (the
“Acquisition”).
Pro
Fitness, a privately-held company,
provides employer-sponsored wellness and fitness programs, along with
occupational health services, in 22 states and three Canadian provinces for
more
than 50 clients. With nearly 500 employees located at more than 100
fitness and health centers, Pro Fitness also provides wellness services remotely
to its clients’ employees at a significant number of locations.
The
purchase price for the Acquisition
is $7,500,000, subject to certain adjustments. I-trax will deliver to
Minute Men the purchase price as follows: $6,000,000 in cash; shares
of I-trax common stock valued at $750,000 on the date of issuance (the
“Consideration Shares”); and a promissory note in the principal
amount of $750,000 (the “Promissory Note”). The
Consideration Shares will be issued to Minute Men on the date of the closing
of
the Acquisition and will be held in escrow and the Promissory Note will be
paid
after I-trax completes its consolidated financial statements for
2008. In undertaking the issuance of the Consideration Shares, I-trax
plans to rely on an exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended.
The
purchase price is subject to the
following adjustments. Minute Men will receive an additional cash
payment if the Pro Fitness business has gross profit for 2008 in excess of
$2,450,000 (“Gross Profit Target”). The additional
cash payment will equal twice the amount by which the business of Pro Fitness
exceeds the Gross Profit Target. If the 2008 gross profit of the Pro
Fitness business is less than the Gross Profit Target, then Minute Men will
pay
I-trax an amount equal to 3.164 times the amount by which the Gross Profit
Target exceeds the 2008 gross profit of the Pro Fitness
business. Minute Men’s obligation to do so, however, is limited to
the value of the Consideration Shares and the Promissory Note. Further,
if the value of the Consideration Shares when they are released from escrow
is
less than the value of the Consideration Shares on the date of the closing,
I-trax will pay Minute Men, in cash or in shares of I-trax common stock, an
amount equal to the difference in value.
In
addition to usual and customary
closing conditions, there is a requirement that Pro Fitness deliver audited
financial statements for the fiscal year ended December 31, 2006 and the nine
month period ended September 30, 2007. Although I-trax believes that
I-trax and Pro Fitness will satisfy all conditions to closing, there can be
no
assurance that such conditions to closing will in fact be
satisfied.
The
parties anticipate that the
Acquisition will close within 30 days. I-trax expects to initially
fund the cash portion of the Acquisition consideration by, among other things,
expanding amounts available under its existing senior secured credit facility
with Bank of America.
Other
than in respect of the
Acquisition Agreement, there are no material relationships between I-trax,
its
officers, directors and affiliates and their associates, on the one hand, and
Pro Fitness and Minute Men and their respective officers, directors and
affiliates and their associates, on the other hand.
The
Acquisition Agreement is attached
hereto as an exhibit and is incorporated herein by reference. The
foregoing summary is qualified in its entirety by reference to the Acquisition
Agreement.
Safe
Harbor Statement: Statements regarding aspects of I-trax’s business and
its expectations as to the transaction with Pro Fitness set forth herein or
otherwise made in writing or orally by I-trax may constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995. Although I-trax believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors that might cause or
contribute to such differences include, but are not limited to, whether I-trax
and ProFitness will in fact satisfy the conditions to closing and complete
the
transaction described in this Current Report on Form 8-K, the ability of I-trax
to integrate the Pro Fitness business successfully, demand for Pro Fitness’s
products and services, uncertainty of future profitability and changing economic
conditions. These and other risks pertaining to I-trax are described
in greater detail in I-trax’s filings with the Securities and Exchange
Commission including those on Forms 10-K and 10-Q.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information regarding the issuance of the Consideration Shares provided in
Item
1.01 of this Current Report on Form 8-K is hereby incorporated by reference
into
this Item 3.02.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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: November
28, 2007
|
By:
|
/s/
Frank A. Martin |
| |
Name:
|
Frank
A. Martin
|
| |
Title:
|
Chairman
|
EXHIBIT
INDEX