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): September 30, 2002 ------------------ I-TRAX, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-30275 23-3057155 ------------------------ ------------ ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) One Logan Square 130 N. 18th St., Suite 2615 Philadelphia, PA 19103 ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 557-7488 N/A ----------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On September 30, 2002, I-trax, Inc., a Delaware corporation, and UICI, Inc., a Delaware corporation, entered into a License and Maintenance Agreement. Pursuant to the Agreement, I-trax granted to UICI an exclusive license to certain I-trax software in the student market and a non-exclusive license to such software for use by UICI for its other businesses. I-trax also agreed to maintain the licensed software. The License and Maintenance Agreement and the press release announcing this Agreement are attached hereto as an exhibit and are incorporated herein by reference. Item 7. Exhibits. 10 License and Maintenance Agreement dated as of September 30, 2002, between I-trax, Inc. and UICI, Inc. 99 Press Release, issued October 1, 2002. 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: October 8, 2002 By: /s/ Anthony Tomaro, CPA ----------------------------------- Name: Anthony Tomaro, CPA Title: Chief Financial Officer