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): December 3, 2007
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I-TRAX,
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-31584
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23-3057155
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4
Hillman Drive, Suite 130
Chadds
Ford, Pennsylvania
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19317
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (610)
459-2405
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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
4.01. Changes
in Registrant's Certifying Accountant.
1. On
December 3, 2007, I-trax, Inc. (the “Company”) was notified
that the partners of Goldstein Golub Kessler LLP (“GGK”) became
partners of McGladrey & Pullen, LLP in a limited asset purchase agreement
and that GGK resigned as independent registered public accounting firm for
the
Company. McGladrey & Pullen, LLP was appointed as the Company’s
new independent registered public accounting firm.
2. The
audit reports of GGK on the consolidated financial statements of the Company
as
of and for the years ended December 31, 2006 and 2005 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
3. The
decision to engage McGladrey & Pullen, LLP was approved by the audit
committee of the board of directors.
4. During
the Company’s two most recent fiscal years ended December 31, 2006 and 2005 and
through December 3, 2007, the Company did not consult with McGladrey &
Pullen, LLP on (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
may
be rendered on the Company’s financial statements, and McGladrey & Pullen,
LLP did not provide either a written report or oral advice to the Company that
McGladrey & Pullen, LLP concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) the subject of any disagreement, as defined in Item
304
(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable
event
within the meaning set forth in Item 304(a)(1)(v) of Regulation
S-K.
5. In
connection with the audits of the Company's consolidated financial statements
for each of the fiscal years ended December 31, 2006 and 2005 and through the
date of this Current Report, there were: (i) no disagreements between the
Company and GGK on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of GGK, would have caused GGK to make reference
to the subject matter of the disagreement in their reports on the Company's
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
6. The
Company has provided GGK a copy of the disclosures in this Form 8-K and has
requested that GGK furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not GGK agrees with the Company's
statements in this Item 4.01(a). A copy of the letter dated December
3, 2007 furnished by GGK in response to that request is filed as Exhibit 16.2
to
this Form 8-K.
Item
9.01 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.
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I-TRAX,
INC.
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Date: December
5, 2007
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By:
/s/ R. Dixon Thayer
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Name: R.
Dixon Thayer
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Title: Chief
Executive Officer
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