UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
I-TRAX, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45069D 10 4
(CUSIP Number)
John M. Blazek
3335 N. 107th St.
Omaha, NE 68134
(402) 498-0216
with a copy to:
Michael M. Hupp
1125 S. 103rd Street, Suite 800
Omaha, NE 68124
(402) 390-9500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
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CUSIP NO. 45069D 10 4
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1. Names of Reporting Persons
I.R.S. Identification No. of Above Persons (entities only)
John M. Blazek
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
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4. SOURCE OF FUNDS PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant
To Items 2(d) or 2(e) [ ]
6. Citizenship Or Place of Organization
UNITED STATES
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7. Sole Voting Power
Number Of 4,925,071
Shares ------------------------------------------------------
Beneficially 8. Shared Voting Power
Owned By 0
Each Reporting ------------------------------------------------------
Person With 9. Sole Dispositive Power
4,263,099
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10. Shared Dispositive Power
661,972
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11. Aggregate Amount Beneficially Owned By Each Reporting Person
4,925,071
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13. Percent of Class Represented By Amount In Row (11)
11.0%
14. Type Of Reporting Person
INDIVIDUAL - IN
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Item 1. Security and Issuer
Common Stock, par value of $0.001 per share ("Common Stock") of I-trax,
Inc. a Delaware corporation ("I-trax"). I-trax's principal executive offices are
located at One Logan Square, 130 N. 18th Street, Suite 2615, Philadelphia, PA
19103.
Item 2. Identity and Background
(a) This statement is being filed by John M. Blazek.
(b) The business address of John M. Blazek is 3335 N. 107th
Street, Omaha, NE 68134.
(c) John M. Blazek's principal occupation and employment is as
Managing Director of I-trax. I-trax's principal business
address is One Logan Square, 130 N. 18th Street, Suite
2615, Philadelphia, PA 19103.
(d) John M. Blazek has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) John M. Blazek has not, during the last five years, been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result
of which he was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state
securities laws or finding any violation with respect to
such laws.
(f) John M. Blazek is a citizen of the United States.
Item 3. Source and the Amount of Funds or Other Consideration
Effective as of February 5, 2002, John M. Blazek acquired from I-trax
4,925,071 shares of Common Stock pursuant to a Merger Agreement dated as of
January 28, 2002, as amended effective as of February 5, 2002, by and among
I-trax, WC Acquisition, Inc., an Illinois corporation ("Acquisition"), WellComm
Group, Inc., an Illinois corporation ("WellComm"), John M. Blazek, and Carol
Rehtmeyer (the "Merger Agreement"). Pursuant to the Merger Agreement, Mr. Blazek
exchanged 141 shares of WellComm stock that he personally owned for 4,925,071
(661,972 of which were placed in escrow (See Item 6)) shares of Common Stock and
other cash consideration.
Item 4. Purpose of the Transaction
The shares acquired by John M. Blazek pursuant to the Merger Agreement
were acquired as an investment. Mr. Blazek has no current plans or proposals
which relate to or would result in any events described in items (a) through (j)
of the instructions to Item of 4 of Schedule 13D.
Item 5. Interest in the Securities of the Issuer
(a) John M. Blazek beneficially owns 4,925,071 shares of
Common Stock, or 11.0% of the total outstanding Common
Stock.
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(b) John M. Blazek has the sole power to vote or to direct
the voting of 4,925,071 shares of Common Stock. Mr. Blazek
has the sole power to dispose of 4,263,099 shares of
Common Stock.
(c) No transactions in the Common Stock were effected in the
past sixty days by John M. Blazek except as set forth in
this statement on Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Agreements, Understandings or Relationships with Respect to
Securities of the Issuer.
1. Merger Agreement. Effective February 5, 2002, 661,792 shares of the
4,925,071 shares of Common Stock received by Mr. Blazek pursuant to the Merger
Agreement were placed in escrow. The Common Stock in escrow is to act as
security for any adverse consequence for which I-trax is entitled to be
indemnified pursuant to the Merger Agreement.
Pursuant to Paragraph 2(l) of the Merger Agreement, John M. Blazek may
receive an option to acquire a yet to be determined number of I-trax shares as
additional contingent merger consideration. Under Paragraph 2(l) of the Merger
Agreement, the WellComm stockholders, including Mr. Blazek, are entitled to
receive payments in proportion to their ownership of WellComm shares as February
5, 2002, equal to 10% of designated customer revenues for a 12-month period of
certain new business that may or may not be commenced as additional merger
consideration. The payment of the additional contingent merger consideration, if
any, is to be made in cash, unless Mr. Blazek, on behalf of the former WellComm
stockholders, directs that the additional contingent merger consideration, or a
portion thereof, be paid in I-trax shares. If the performance of such new
business does not commence by February 5, 2003, no additional merger
consideration shall become due.
2. Escrow Agreement dated as of February 5, 2002, by and among I-trax,
John M. Blazek, and Five Points Bank, a Nebraska Banking Association ("Five
Points"). Effective February 5, 2002, 661,792 shares of the 4,925,071 shares of
Common Stock received by Mr. Blazek pursuant to the Merger Agreement were placed
in escrow. The Common Stock in escrow is to act as security for any adverse
consequence for which I-trax is entitled to be indemnified pursuant to the
Merger Agreement.
Item 7. Materials to Be Filed as Exhibits
1. Merger Agreement dated as of January 28, 2002 and effective as of
February 5, 2002 by and among I-trax, Acquisition, WellComm, John M. Blazek, and
Carol Rehtmeyer.
2. Escrow Agreement dated as of February 5, 2002, by and among I-trax,
John M. Blazek, and Five Points.
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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.
Date: February 13, 2002 /s/ John M. Blazek
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John M. Blazek