UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
I-TRAX, INC.
------------
(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
45069D203
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(CUSIP Number)
December 31, 2005
-----------------
(Date of Event Which Requires Filing of this Statement)
(Amendment No. 1)*
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
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CUSIP No. 45069D203 13G /A Page 2 of 5 Pages
----------------------------- ----------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Centre Group Holdings Limited, on behalf of the Centre Group
business unit
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
-0-
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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12 TYPE OF REPORTING PERSON*
CO, HC
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*SEE INSTRUCTION BEFORE FILLING OUT!
2
This Schedule 13G (this "Schedule 13G") is being filed with respect to the
Common Stock, $0.001 par value of I-trax, Inc.
Item 1(a): Name of Issuer:
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I-trax, Inc., a Delaware corporation (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
--------- -----------------------------------------------
4 Hillman Drive, Suite 130
Chadds Ford, Pennsylvania 19317
Item 2(a): Name of Person Filing:
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Centre Group Holdings Limited, on behalf of the Centre Group business
unit. See Schedule I.
Item 2(b): Address of Principal Business Office or, if None, Residence:
--------- -----------------------------------------------------------
Wellesley House
90 Pitts Bay Road
Pembroke HM08
Bermuda
Item 2(c): Citizenship:
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Bermuda
Item 2(d): Title of Class of Securities:
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Common Stock, $0.001 par value (the "Common Stock")
Item 2(e): CUSIP Number:
--------- ------------
45069D203
3
Item 3:
If this statement is being filed pursuant to Rule 13d-1(b), 13d-2(b)
or 13d-2(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4: Ownership:
------ ---------
(a) Amount beneficially owned: See row 9 on page 2.
(b) Percent of class: See row 11 on page 2.
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: See Row 5 on page 2.
(ii) Shared power to vote or direct the vote: See Row 6 on page
2.
(iii) Sole power to dispose or direct the disposition of: See
Row 7 on page 2.
(iv) Shared power to dispose or direct the disposition of: See
Row 8 on page 2.
Item 5: Ownership of Five Percent or Less of a Class:
------ --------------------------------------------
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[X].
4
Item 6: Ownership of More than Five Percent on Behalf of Another
------ --------------------------------------------------------
Person:
------
Not applicable.
Item 7: Identification and Classification of the Subsidiary Which
------ ---------------------------------------------------------
Acquired the Security Being Reported on by the Parent
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Holding Company:
---------------
See Schedule I.
Item 8: Identification and Classification of Members of the Group:
------ ---------------------------------------------------------
Not applicable.
Item 9: Notice of Dissolution of Group:
------ ------------------------------
Not applicable.
Item 10: Certification:
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Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
5
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.
Dated: February 2, 2006
CENTRE GROUP HOLDINGS LIMITED
By: /s/ Philip Thorne
-------------------------------
Name: Philip Thorne
Title: President
Schedule I
In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998), this Schedule 13G is being filed by Centre Group Holdings
Limited ("CGHL"), a Bermuda corporation, on behalf of itself and the Centre
Group business unit (the "Reporting Person"). The Reporting Person provides
customized structured insurance and reinsurance products primarily for clients
based in North America and Europe. In 2003, the Reporting Person stopped writing
certain lines of business and those lines are not being renewed. The address of
CGHL's principal business and office is Wellesley House, 90 Pitts Bay Road,
Pembroke HM08, Bermuda.
The ultimate parent company of CGHL is Zurich Financial Services ("ZFS"), a
Swiss joint stock company. The principal business of ZFS is acting as a holding
company for a global insurance-based financial services group, which includes
certain distinct specialized business units, including the Reporting Person.
ZFS's business address is Mythenquai 2, P.O. Box 8022, Zurich, Switzerland.
ZFS, for purposes of the federal securities laws, may be deemed ultimately
to control CGHL and the Reporting Person. ZFS, its executive officers and
directors, and its direct and indirect subsidiaries (including all business
units except the Reporting Person), may beneficially own shares of the
securities of the issuer to which this statement relates (the "Shares") and such
Shares are not reported in this statement. In accordance with Securities and
Exchange Commission Release No. 34-39538 (January 12, 1998), and due to the
separate management and independent operation of its business units, ZFS
disclaims beneficial ownership of Shares beneficially owned by the Reporting
Person. The Reporting Person disclaims beneficial ownership of Shares
beneficially owned by ZFS, and any of ZFS's other business units.
The Shares were directly owned by Centre Reinsurance Limited, a Bermuda
corporation and a direct, wholly owned subsidiary of Centre Solutions (Bermuda)
Limited ("CSBL"), a Bermuda corporation. CSBL is a direct, wholly owned
subsidiary of CGHL.