AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2004
REGISTRATION NO. 333-110891
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
23-3057155
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(I.R.S. Employer Identification No.)
ONE LOGAN SQUARE, SUITE 2615
130 N. 18TH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 557-7488
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(Address, including zip code, and telephone number, including are code, of
registrant's principal executive offices)
FRANK A. MARTIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
I-TRAX, INC.
ONE LOGAN SQUARE, SUITE 2615, 130 N. 18TH ST.
PHILADELPHIA, PA 19103
(215) 557-7488 x110
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(Name, address, including zip code, and telephone number, including are code, of
agent for service)
COPIES TO:
YURI ROZENFELD, ESQ. JUSTIN P. KLEIN, ESQ.
GENERAL COUNSEL GERALD GUARCINI, ESQ.
I-TRAX, INC. BALLARD SPAHR ANDREWS & INGERSOLL, LLP
ONE LOGAN SQUARE, SUITE 2615 1735 MARKET STREET, 51ST FLOOR
130 N. 18TH ST. PHILADELPHIA, PA 19103
PHILADELPHIA, PA 19103 (215) 665-8500
(215) 557-7488 x116
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
Title of each class of Amount to be Proposed maximum Proposed Maximum Amount of
securities to be registered registered (1) offering price (2) aggregate offering price registration fee (3)
Common stock, value $.001
per share 2,544,389 shares $4.24 $10,788,209 $1,366.87
----------------------------- --------------------- ------------------- ------------------------- --------------------
(1) The amount to be registered includes shares of outstanding common stock and
shares of common stock issuable upon exercise of outstanding warrants. The
actual number of shares of common stock registered in this registration
statement includes such additional number of shares of common stock as may be
issued or issuable by reason of any stock split, stock dividend or similar
transaction involving the common stock, in accordance with Rule 416 under the
Securities Act of 1993, as amended.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended. The
registration fee is calculated on the basis of $4.24, the average of the high
and low prices for our common stock as traded on the American Stock Exchange on
January 29, 2004.
(3) The amount of $812.39 paid together with the filing of this amendment no. 1
to registration statement on Form S-3 represents the difference between the
listed amount and $554.48 paid by the registrant on December 3, 2003 when this
registration statement was first filed.
__________________________________
The registrant hereby amends the registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
2
The information in this prospectus is not complete and may be changed without
notice. We may not issue these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these securities and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 2004
PROSPECTUS
I-TRAX, INC.
2,544,389
SHARES OF
COMMON STOCK
This prospectus relates to the offer and sale from time to time of the
following share held by the selling shareholders:
o up to 1,529,389 shares of our common stock; and
o up to 1,015,000 shares of common stock issuable upon the exercise
of outstanding warrants.
The prices at which selling shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
The shares offered by this prospectus were originally issued in
connection with private placements of our securities.
Our common stock is listed on the American Stock Exchange under the
symbol "DMX." On January 29, 2004, the closing price for our common stock was
$4.20.
Investing in our common stock involves risks, which are described in
the "Risk Factors" section beginning on page 6 of this prospectus.
________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
________________________________
The date of this Prospectus is ________________, 2004
TABLE OF CONTENTS
Preliminary Notes........................................................ 2
Statement Regarding Forward-Looking Information.......................... 2
I-trax, Inc.............................................................. 3
Risk Factors............................................................. 6
Market for Common Equity................................................. 13
Use of Proceeds.......................................................... 13
Selling Security Holders................................................. 14
Plan of Distribution..................................................... 18
Available Information.................................................... 19
Incorporation of Certain Documents by Reference.......................... 19
Legal Matters............................................................ 20
Experts.................................................................. 20
PRELIMINARY NOTES
You should rely only on the information contained and incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information. This prospectus is not an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information contained and incorporated by reference in this prospectus or in any
prospectus supplement is accurate as of any date other than the date on the
front of the document.
Unless otherwise indicated, references to "we," "our" and "I-trax" mean
I-trax, Inc. and its subsidiaries.
Effective January 3, 2003, we completed a 1-for-5 reverse stock split.
Our board of directors and stockholders authorized the reverse stock split in
connection with the then pending application to list our common stock on the
American Stock Exchange. Our common stock began trading on the American Stock
Exchange on January 15, 2003 under the symbol "DMX." The information presented
in this prospectus about the number of outstanding shares of our common stock
and historic information about our common stock and stock prices has been
adjusted to reflect the completed reverse stock split.
STATEMENT REGARDING FORWARD LOOKING INFORMATION
This prospectus and our filings with the Securities and Exchange
Commission (or SEC) incorporated by reference in this prospectus include
forward-looking statements. All statements, other than statements of historical
facts, included in this prospectus and our filings with the SEC incorporated by
reference in this prospectus regarding our strategy, future operations,
financial position, future revenues, projected costs, prospects, plans and
objectives of management are forward-looking statements. The words
"anticipates," "believes," "estimates," "expects," "intends," "may," "plans,"
"projects," "will," "would" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. We cannot guarantee that we actually will achieve the
plans, intentions or expectations disclosed in our forward-looking statements
and you should not place undue reliance on our forward-looking statements.
Actual results or events could differ materially from the plans, intentions and
expectations disclosed in the forward-looking statements we make. We have
included important factors in the cautionary statements included or incorporated
in this prospectus, particularly under the heading "Risk Factors" beginning on
page 6 below that we believe could cause actual results or events to differ
materially from the forward-looking statements we make. Our forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or investments we may make.
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I-TRAX, INC.
Business Overview
I-trax enables better healthcare through personalized health management
programs.
We believe that our personalized disease and lifestyle management
solutions enable organizations to evolve from fragmented care management
practices into a cohesive and efficient system of healthcare. Our solutions are
fully integrated, use a single-data platform that allows all caregivers to share
records, and enable our clients to provide true coordination of care. We believe
that by facilitating real-time communication between all stakeholders within
today's complex healthcare system, our solutions reduce costs and enable the
best possible delivery of care.
Health-e-LifeSM Program
We deliver our solutions through our proprietary Health-e-LifeSM
Program. The Program is designed to deliver lifestyle, disease and risk
reduction interventions to an entire population by utilizing predictive science,
technology, clinical expertise and personal care coordination.
Predictive Science
Our Health-e-LifeSM Program incorporates predictive science to analyze
our clients' medical claims and pharmacy and clinical data to predict future
healthcare costs. We believe this is an essential step to effective disease and
lifestyle management. Experts agree that predictive science provides a
comprehensive advantage to health plans, employers and providers, and leads to
cost effective medical management and greater profitability. Using predictive
science, we analyze our clients' entire populations to accurately predict our
clients' future healthcare costs, including avoidable costs, the health
conditions that will drive those costs and the people within our clients'
populations who are at risk for those conditions. Armed with this information,
I-trax is able to target the most appropriate resources to achieve the best
savings and return on investment.
Technology Solutions
All technology components of our Health-e-LifeSM Program utilize a
single data platform--Medicive(R) Medical Enterprise Data System--a proprietary
software architecture developed to collect, store, retrieve and analyze a broad
range of information used in the healthcare industry.
Further, our web accessible solutions include portals for key
stakeholders in the care delivery process--consumers, physicians and care
managers--thus permitting real-time sharing of information and support the
adherence to our health and disease intervention programs. The key technology we
use for effective care coordination include:
o Health-e-Coordinator(TM), a web-based care management
application;
o MyFamilyMD(TM), a consumer health management portal;
o CarePrime(R), a clinical care application for physicians and
clinicians; and
o I-talk(TM), interactive smart voice technology.
Interventions and Clinical Expertise
Our personalized health and disease interventions include intensive
programs for individuals who suffer from, or are at high risk for, active or
chronic disease and tailored programs for individuals who are at low risk.
Depending on the individual's level of risk, our custom tailored interventions
include self-help programs available through the web or person-assisted programs
administered through our Care Communication Center, which is staffed by trained
nurses and other healthcare professionals 24 hours per day, 7 days per week. All
interventions include lifestyle and risk reduction programs that follow
evidence-based clinical guidelines to optimize health, fitness, productivity and
quality of life.
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We have designed and are implementing interventions for a number of
specific chronic conditions, including congestive heart failure (CHF), coronary
artery disease (CAD), asthma, diabetes, cancer management, cystic fibrosis,
lower back pain and chronic obstructive pulmonary disease (COPD).
Care Communication Center
Our Care Communications Center is staffed with trained nurses and other
healthcare professionals 24 hours per day, 7 days per week. Through the Center,
we effect targeted interventions to improve the health management of the
populations we serve. The Center helps consumers make informed decisions about
their health and provides ongoing support for those with chronic diseases. Our
demand management and nurse triage services incorporate nationally recognized,
evidence-based clinical guidelines to ensure that all caregivers and consumers
are following the best practices.
Everything we do is built on information, which drives decision-making
and results. Information guides the identification of consumers, the utilization
of protocols that provide high quality and cost effective care, the
communication among the key stakeholders and ultimately the return on capital
invested in providing healthcare. When all of these components are in place, we
believe that consumer satisfaction will increase and the costs of providing
quality healthcare will decrease.
Corporate Information
General
Our principal executive offices are located at One Logan Square, 130 N.
18th Street, Suite 2615, Philadelphia, Pennsylvania 19103. Our telephone number
is (215) 557-7488 and our fax number is (215) 557-7820. We maintain a website
located at http://www.i-trax.com. Information contained on our website is not
part of this prospectus.
We make our annual reports on Form 10-KSB, quarterly reports on Form
10-QSB and current reports on Form 8-K, as well as any amendments to the
forgoing, available free of charge on our website as soon as reasonably
practicable after they have been filed with the SEC. For a detailed description
of our business you should read these reports and the other filings we make with
the SEC which are incorporated by reference in this prospectus.
I-trax, Inc.--Holding Company
I-trax was incorporated in the State of Delaware on September 15, 2000
at the direction of the board of directors of I-trax Health Management
Solutions, Inc. (or Health Management), I-trax's then parent company. On
February 5, 2001, I-trax became the holding company of Health Management at the
closing of a reorganization pursuant to Section 251(g) of Delaware General
Corporation Law. The holding company reorganization was described in greater
detail in I-trax's registration statement on Form S-4 (Registration Number
333-48862), filed with the SEC on October 27, 2000. At the effective time of the
reorganization all of the stockholders of Health Management became the
stockholders of I-trax and Health Management became a wholly owned subsidiary of
I-trax. Further, all outstanding shares of Health Management were converted into
shares of I-trax in a non-taxable transaction. Health Management no longer files
reports with the SEC. However, I-trax does file reports with the SEC, and its
common stock is traded on the American Stock Exchange under the symbol "DMX."
The holding company structure has allowed us greater flexibility in our
operations and expansion and diversification plans, including in the acquisition
of WellComm Group, Inc. on February 6, 2002 and iSummit Partners, LLC, doing
business as "MyFamilyMD," on February 7, 2001.
I-trax acquired WellComm effective February 6, 2002 in a two-step
reorganization pursuant to a Merger Agreement dated January 28, 2002 by and
among I-trax, WC Acquisition, Inc., an Illinois corporation and a wholly-owned
subsidiary of I-trax, WellComm and WellComm's two principals. The initial step
of the reorganization transaction involved a merger of WC Acquisition with and
into WellComm, in which merger WellComm continued as the surviving corporation.
The second step of the reorganization transaction involved a statutory merger of
WellComm with and into I-trax, in which merger I-trax continued as the surviving
corporation.
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At the closing of the WellComm merger, we delivered to the WellComm
stockholders approximately $2,200,000 in cash and 1,488,000 shares of our common
stock, and to each of two senior officers of WellComm options to acquire 56,000
shares of our common stock at a nominal exercise price.
We funded the acquisition of WellComm by selling a 6% convertible
senior debenture in the aggregate principal amount of $2,000,000 to Palladin
Opportunity Fund LLC pursuant to a purchase agreement dated as of February 4,
2002. Pursuant to the purchase agreement, we also issued Palladin a warrant to
purchase up to 307,692 shares of our common stock, which Palladin had exercised
in 2003 in full. Approximately $741,000 remains outstanding under the debenture
as of January 29, 2004. The outstanding principal and any interest are payable
in full on or before February 3, 2005. Further, outstanding principal and any
interest may be converted at any time at the election of Palladin into our
common stock at the conversion price of $1.75.
I-trax acquired iSummit effective February 7, 2001 in an exchange
transaction pursuant to a Contribution and Exchange Agreement dated September
22, 2000, as amended, by and among iSummit, I-trax, Health Management and
iSummit's three members. I-trax issued 580,682 shares of common stock to acquire
iSummit (reflecting a post closing adjustments to the aggregate number of issued
shares effective as of December 31, 2001).
I-trax Health Management Solutions, Inc.--Operating Subsidiary
Health Management is a predecessor to I-trax and is our operating
subsidiary. It was incorporated in the State of Delaware under the name of
Marmac Corporation in May 1969. In December 1979, it changed its name to Ibex
Industries International, Inc. On April 1, 1996, Health Management purchased the
assets of certain physician practices, changed its name to U.S. Medical
Alliance, Inc., and commenced operations as a physician practice management
company.
As U.S. Medical Alliance, Health Management completed one additional
physician practice acquisition. However, it did not have adequate liquidity or
capital resources to withstand the downturn in the physician practice management
industry, nor the ability to acquire profitable physician practices. In January
1997, the board of directors of Health Management, in an effort to reorganize,
elected Frank A. Martin as its President. Mr. Martin negotiated the return of
the previously acquired physician practice assets to the physicians in exchange
for the cancellation of any Health Management capital stock or notes associated
with those acquisitions. Health Management changed its name to I-Trax.com, Inc.
in August 1999.
Health Management merged with Member-Link effective December 30, 1999
pursuant to a Merger Agreement dated as of December 14, 1999. In the merger,
Health Management issued an aggregate of 1,554,368 shares (as adjusted) of its
common stock. On February 7, 2001, Health Management and I-trax completed the
previously described holding company reorganization. Health Management assumed
its current name, I-trax Health Management Solutions, Inc., on March 21, 2001.
Recent Developments
On December 26, 2003, I-trax entered into a merger agreement with
Meridian Occupational Healthcare Associates, Inc. (d/b/a CHD Meridian
Healthcare), a privately held company and a leading provider of outsourced,
employer-sponsored healthcare services to Fortune 1,000 companies. The parties
to the merger agreement agreed that DCG Acquisition, Inc., a wholly owned
subsidiary of I-trax, will first merge with and into CHD Meridian, with CHD
Meridian continuing as the surviving corporation. Promptly following the first
merger, CHD Meridian will merger with and into CHD Meridian Healthcare, LLC, a
newly formed wholly owned limited liability company of I-trax, which will
continue as the surviving entity.
The merger agreement provides for delivery to the CHD Meridian
stockholders of 10,000,000 shares of I-trax common stock, 400,000 shares of
I-trax convertible preferred stock and cash. CHD Meridian stockholders will also
receive additional shares of I-trax common stock if CHD Meridian, continuing its
operations following the closing of the merger as a subsidiary of I-trax,
achieves certain calendar 2004 milestones for earnings before interest, taxes,
depreciation and amortization (or EBITDA). If EBITDA equals or exceeds $8.1
million, the number of such additional I-trax common shares payable will be
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3,600,000; the number of such shares increases proportionately up to a maximum
of 4,000,000 such additional I-trax common shares if EBITDA equals or exceeds
$9.0 million.
The amount of cash payable as part of the merger consideration will be
$35 million less (a) the amount, if any, by which CHD Meridian's cash at closing
is less than $13.2 million and (b) the amount CHD Meridian spends to redeem any
of its outstanding common stock or options to acquire common stock, which may
equal up to $11 million.
I-trax expects to fund the cash portion of the merger consideration by
selling up to 1,000,000 shares of convertible preferred stock at $25 per share
and convertible into common stock at a price of $2.50 per share, for gross
proceeds of up to $25 million, and obtaining a senior credit facility with a
national lender, which allows a closing date draw of least $16 million.
I-trax expects that the closing of the merger will occur on or before
April 30, 2004, subject to stockholder approval and other customary conditions.
For certain additional information about CHD Meridian, including
financial statements, pro forma financial statements and risk factors regarding
CHD Meridian and the proposed acquisition, please see our Current Report on Form
8-K filed on February 2, 2004.
RISK FACTORS
In addition to other information contain and incorporated by reference
in this prospectus, you should carefully consider the following risks and the
other information in evaluating I-trax and its business. Our business, financial
condition and results of operations could be materially and adversely affected
by each of these risks. Such an adverse effect could cause the market price of
our common stock to decline, and you could lose all or part of your investment.
Risk Related to I-trax
We have a history of operating losses and anticipate continued
operating losses.
We have used substantial cash to fund our operating losses, and we have
never earned a profit. Through September 30, 2003, we have used approximately
$15.4 million of cash to fund our operating activities. Moreover, we expect to
use additional cash to fund our operating losses through the fourth quarter of
2003 and possibly beyond. Our ability to achieve profitability will depend, in
part, on:
o the commercial success of our service and software applications;
o successful deployment and retention of our services and software
applications by our customers; and
o our sales and marketing activities.
The success of our business model depends on attracting customers, such
as public health agencies, hospitals, health plans, self-insured employers, and
colleges and universities, to our population health management solutions.
Although we believe that this business model will be successful, we cannot
assure you that we will achieve or sustain profitability or that our operating
losses will not increase in the future.
We will require additional capital to fund our operating losses and
improve our products and services.
Additional funds are required to complete our planned product
development efforts, expand our sales and marketing activities, and to cover
cash shortfalls until our current and projected pipeline materializes. At
present, we expect to obtain such funds from operations and financings
activities. Financing activities may include equity or debt financings,
strategic alliances with corporate partners and others, or through other
sources. We cannot provide assurance that additional funding will be available
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on acceptable terms, if at all. If adequate funds are not available, we may have
to delay, scale-back or eliminate certain aspects of our operations or attempt
to obtain funds through arrangements with collaborative partners or others.
Moreover, if we continue to have operating losses and are unable to obtain
capital to cover them, we may be unable to remain in business. These results, in
turn, could cause the relinquishment of our rights to certain of our
technologies, products or potential markets, dilution of your ownership in our
business, or our loss of what we believe is a current competitive advantage in
technology enabled population health management field. Therefore, the inability
to obtain adequate funds could have a material adverse impact on our business,
financial condition and results of operations.
The segment of the healthcare industry in which we operate is
relatively new and our sales cycle is long and complex.
The disease and population health management business, although growing
rapidly, is a relatively new segment of the overall healthcare industry and has
many entrants. Many companies use the generic label of "disease management" to
characterize activities ranging from the sale of medical supplies and drugs to
services aimed at managing demand for healthcare services. Because this segment
of the industry is relatively new, potential purchasers take a long time to
evaluate and purchase such services, lengthening our sales cycle. Further, the
sales and implementation process for our services and software applications is
lengthy, involves a significant technical evaluation and requires our customers
to commit a great deal of time and money. Finally, the sale and implementation
of our solutions are subject to delays due to our customers' internal budgets
and procedures for approving large capital expenditures and deploying new
services and software applications within their organizations. The sales cycle
for our solutions, therefore, is unpredictable and has generally ranged from 3
to 24 months from initial contact to contract signing. The time it takes to
implement our solutions is also difficult to predict and has lasted as long as
18 months from contract execution to the commencement of live operation. During
the sales cycle and the implementation period, we may expend substantial time,
effort and money preparing contract proposals, negotiating the contract and
implementing the solution without receiving any related revenue.
Our limited operating experience may cause us to misjudge the segment
of the healthcare industry in which we are operating.
We have only recently begun to design, build and offer disease
management and comprehensive health management solutions. Our enterprise
software applications have been operational for less than four years, our
web-based solutions have been operational for less than two years and our
disease management and comprehensive health management solutions have been
operational for only one year. Accordingly, we have a limited operating history
in our business. Furthermore, we are also facing other risks and challenges,
including a lack of meaningful historical financial data upon which to plan
future budgets, increasing competition, the need to develop strategic
relationships, and other risks described below. We cannot guarantee that we will
be able successfully to implement our business model. An investor in our common
stock must consider the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development. As a
result of the absence of meaningful history and experience in our business, we
may easily misjudge the nature or size of our perceived markets, or the amount
of work or capital necessary to complete our pending products or to implement
our business plan.
We may be unable to implement our business strategy to deploy our
products effectively and attract customers.
Although we believe that there is significant demand for our services
and products in the overall healthcare market, there are many reasons why we may
be unable to execute our business strategy, including our possible inability to:
o deploy our services and software applications on a large scale;
o attract a sufficiently large number of public health agencies,
hospitals, health plans, self-insured employers and colleges and
universities to subscribe for our services and software
applications;
o increase awareness of our brand;
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o strengthen user loyalty;
o develop and improve our services and software applications;
o continue to develop and upgrade our services and software
applications; and
o attract, retain and motivate qualified personnel.
The healthcare industry is subject to cost pressures.
The healthcare industry is currently under pressure by governmental and
private-sector revenue sources to cut spiraling costs. These pressures will
continue and possibly intensify. Although we believe that our services and
software applications assist public health agencies, hospitals, health plans and
self-insured employers to control the high costs associated with the treatment
of chronic diseases, the pressures to reduce costs immediately may hinder our
ability (or the length of time we require) to obtain new contracts. In addition,
the focus on cost reduction may pressure our customers to restructure contracts
and reduce our fees.
Government regulation could adversely affect our business.
Many of our existing and potential clients are subject to considerable
state and federal government regulations. Many of these regulations are vaguely
written and subject to differing interpretations that may, in certain cases,
result in unintended consequences that may affect our ability to effectively
deliver our services. Regulatory and legislative efforts currently focus on the
confidentiality of patient identifiable medical information, as evidenced by
such legislation as the Health Insurance Portability and Accountability Act of
1996 (or HIPAA). While we believe that our ability to obtain patient
identifiable medical information for disease management purposes from certain of
our clients is protected in recently released federal regulations governing
medical record confidentiality, state legislation or regulations will preempt
federal legislation if it is more restrictive. Accordingly, new federal or state
legislation or regulations restricting the availability of this information for
disease management purposes would have a material negative effect on us.
Although we are not directly subject to many of the regulations
governing healthcare delivery, our clients, such as public health agencies,
hospitals, health plans, and self-insured employers, must comply with
regulations including the licensing and reimbursement requirements of federal,
state and local agencies. Further, certain of our professional healthcare
employees, such as doctors and nurses, are subject to individual licensing
requirements. All of our healthcare professionals who are subject to licensing
requirements are licensed in the state in which they are physically present.
Multiple state licensing requirements for healthcare professionals who provide
services telephonically over state lines may require us to license some of our
healthcare professionals in more than one state. We continually monitor the
developments in telemedicine. There is no assurance, however, that new judicial
decisions or federal or state legislation or regulations would not increase the
requirement for multi-state licensing of all central operating unit call center
health professionals, which would significantly increase our administrative
costs.
We are indirectly affected by changes in the laws governing health
plan, hospital and public health agency reimbursement under governmental
programs such as Medicare and Medicaid. There are periodic legislative and
regulatory initiatives to reduce the funding of the Medicare and Medicaid
programs in an effort to curtail or reduce overall federal healthcare spending.
Federal legislation has and may continue to significantly reduce Medicare and
Medicaid reimbursements to most hospitals. These reimbursement changes are
negatively affecting hospital revenues and operations. There can be no assurance
that such legislative initiatives or government regulations would not adversely
affect our operations or reduce demand for our services.
Various federal and state laws regulate the relationship among
providers of healthcare services, other healthcare businesses and physicians.
The "fraud and abuse" provisions of the Social Security Act provide civil and
criminal penalties and potential exclusion from the Medicare and Medicaid
programs for persons or businesses who offer, pay, solicit or receive
remuneration in order to induce referrals of patients covered by federal
healthcare programs (which include Medicare, Medicaid, TriCare and other
federally funded health programs). Although we believe that our business
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arrangements with our clients are in compliance with these statutes, these fraud
and abuse provisions are broadly written and the full extent of their
application is not yet known. We are therefore unable to predict the effect, if
any, of broad enforcement interpretation of these fraud and abuse provisions.
Our dependence on the Internet and Internet-related technologies
subjects us to frequent change and risks.
Our web-based software applications that form the backbone of our
disease management and comprehensive health management solutions depend on the
continuous, reliable and secure operation of Internet servers and related
hardware and software. In the past, several large Internet commerce companies
have suffered highly publicized system failures, which depressed their stock
prices, caused significant negative publicity and sometimes led to litigation.
It is possible that we may also suffer service outages from time to time. To the
extent that our service is interrupted, our users will be inconvenienced and our
reputation may be diminished. If access to our system becomes unavailable at a
critical time, users could allege we are liable, which could depress our stock
price, cause significant negative publicity and possibly lead to litigation.
Although our computer and communications hardware is protected by physical and
software safeguards, it is still vulnerable to fire, storm, flood, power loss,
telecommunications failures, physical or software break-ins and similar events.
We will not have 100% redundancy for all of our computer and telecommunications
facilities. A catastrophic event could have a significant negative effect on our
business, results of operations, and financial condition.
We also depend on third parties to provide certain of our clients with
Internet and online services necessary for access to our servers. It is possible
that our clients will experience difficulties with Internet and other online
services due to system failures, including failures unrelated to our systems.
Any sustained disruption in Internet access provided by third parties could have
a material adverse effect on our business, results of operations and financial
condition.
Finally, we retain confidential healthcare information on our servers.
It is, therefore, critical that our facilities and infrastructure remain secure
and are perceived by clients to be secure. Although we operate our software
applications from a secure facility managed by a reputable third party, our
infrastructure may be vulnerable to physical break-ins, computer viruses,
programming errors or similar disruptive problems. A material security breach
could damage our reputation or result in liability to us.
We may be sued by our users if we provide inaccurate health information
on our website or inadvertently disclose confidential health
information to unauthorized users.
Because users of our website will access health content and services
relating to a medical condition they may have or may distribute our content to
others, third parties may sue us for defamation, negligence, copyright or
trademark infringement, personal injury or other matters. We could also become
liable if confidential information is disclosed inappropriately. These types of
claims have been brought, sometimes successfully, against online services in the
past. Others could also sue us for the content and services that will be
accessible from our website through links to other websites or through content
and materials that may be posted by our users in chat rooms or bulletin boards.
Any such liability will have a material adverse effect on our reputation and our
business, results of operations or financial position.
Our business will be adversely affected if we lose a key employee or
fail to recruit and retain other skilled employee.
Our Chairman and Chief Executive Officer, Frank A. Martin, is an
integral part of our business and our future success greatly depends upon his
retention. Our failure to retain Mr. Martin could significantly reduce our
ability to compete and succeed in the future.
Our future success also depends on our ability to attract, retain and
motivate highly skilled employees. As we secure new contracts and implement our
services and products, we will need to hire additional personnel in all
operational areas. We may be unable to attract, assimilate or retain such highly
qualified personnel. We have in the past experienced, and we expect to
experience in the future, difficulty in hiring and retaining highly skilled
-9-
employees with appropriate qualifications. If we do not succeed in attracting
new personnel or retaining and motivating our current personnel, our business
will be adversely affected.
We may be unable to compete successfully against companies offering
similar products.
Many healthcare companies are offering disease management services and
healthcare focused software solutions. Further, a vast number of Internet sites
offer healthcare content, products and services. In addition, traditional
healthcare providers compete for consumers' attention both through traditional
means as well as through new Internet initiatives. Although we believe our
technology-enabled service solutions are unique and better than our
competitors', we compete for customers with numerous other businesses.
Many of these potential competitors are likely to enjoy substantial
competitive advantages compared to us, including:
o greater name recognition and larger marketing budgets and
resources;
o larger customer and user bases;
o larger production and technical staffs;
o substantially greater financial, technical and other resources;
and
o a wider array of online products and services.
To be competitive, we must continue to enhance our products and
services, as well as our sales and marketing channels and our financial
condition.
We may be exposed to liability claims.
We maintain professional malpractice, errors and omissions and general
liability insurance for all of our locations and operations. Although we believe
that these insurance policies are adequate in amount and coverage for our
current operations, there can be no assurance that coverage is sufficient to
cover all future claims or will continue to be available in adequate amounts or
at a reasonable cost.
I-trax Health Management Solutions, Inc., our operating subsidiary, had
engaged in the physician practice management business. While we are no longer
engaged in that business, Health Management may be subject to unknown
liabilities arising from such prior business operations, which may have a
material adverse effect on our business, operations, financial condition, or
prospects.
Member-Link Systems, Inc., a company we acquired in 1999 by way of a
merger with Health Management, was engaged in the business of marketing, selling
and installing eImmune(R) and AsthmaWatch(R) applications. Since beginning its
operations in 1996 until March 15, 2000, Member-Link and Health Management did
so without obtaining product or professional liability insurance. Accordingly,
if any customer of Member-Link or Health Management should in the future claim
that the software applications Member-Link and Health Management sold prior to
obtaining insurance on March 15, 2000 were defective, we would not have the
protection of insurance in satisfying or defending against such claims. At this
time we are not aware of any such claims. Any such claims, however, could have a
material adverse effect on our business, results of operations, financial
condition and prospects.
Our clients may sue us if any of our software applications or services
is defective, fails to perform properly or injures the user. Even though we
currently have insurance, claims could require us to spend significant time and
money in litigation, to pay significant damages and to reserve for such
liability on our financial statements. At this time we are not aware of any such
claims. However, any such claims, whether or not successful, could seriously
damage our reputation and our business, results of operations or financial
position.
-10-
If our intellectual property rights are undermined by third parties,
our business will suffer.
Our intellectual property is important to our business. We rely on a
combination of copyright, trademark and trade secret laws, confidentiality
procedures and contractual provisions to protect our intellectual property. Our
efforts to protect our intellectual property may not be adequate. Our
competitors may independently develop similar technology or duplicate our
products or services. Unauthorized parties may infringe upon or misappropriate
our products, services or proprietary information. In addition, the laws of some
foreign countries do not protect proprietary rights as well as the laws of the
United States do, and the global nature of the Internet makes it difficult to
control the ultimate destination of our products and services. In the future,
litigation may be necessary to enforce our intellectual property rights or to
determine the validity and scope of the proprietary rights of others. Any such
litigation would probably be time-consuming and costly. We could be subject to
intellectual property infringement claims as the number of our competitors grows
and the content and functionality of software applications and services overlap
with competitive offerings. Defending against these claims, even if not
meritorious, could be expensive and divert our attention from operating our
company. If we become liable to third parties for infringing their intellectual
property rights, we could be required to pay a substantial damage award and
forced to develop noninfringing technology, obtain a license or cease selling
the applications that contain the infringing technology. We may be unable to
develop noninfringing technology or obtain a license on commercially reasonable
terms, or at all. We also intend to rely on a variety of technologies that we
will license from third parties, including any database and Internet server
software, which will be used to operate our applications. These third-party
licenses may not be available to us on commercially reasonable terms. The loss
of or inability to obtain and maintain any of these licenses could delay the
introduction of enhancements to our software applications, interactive tools and
other features until equivalent technology could be licensed or developed. Any
such delays could materially adversely affect our business, results of
operations and financial condition.
Provisions of our certificate of incorporation could impede a takeover
of our company even though a takeover may benefit our stockholders.
Our board of directors has the authority, without further action by the
stockholders, to issue from time to time, up to 2,000,000 shares of preferred
stock in one or more classes or series, and to fix the rights and preferences of
such preferred stock. We are subject to provisions of Delaware corporate law
which, subject to certain exceptions, will prohibit us from engaging in any
"business combination" with a person who, together with affiliates and
associates, owns 15% or more of our common stock (referred to as an interested
stockholder) for a period of three years following the date that such person
became an interested stockholder, unless the business combination is approved in
a prescribed manner. Additionally, our bylaws establish an advance notice
procedure for stockholder proposals and for nominating candidates for election
as directors. These provisions of Delaware law and of our certificate of
incorporation and bylaws may have the effect of delaying, deterring or
preventing a change in our control, may discourage bids for our common stock at
a premium over market price and may adversely affect the market price, and the
voting and other rights of the holders of our common stock.
The loss of any of our very limited number of customers will have a
material adverse effect on our business.
Historically, a very limited number of customers has accounted for a
significant percentage of our revenues. In 2001, our largest customer, Walter
Reed Army Medical Center, accounted for 84% of our revenues. In 2002, our
largest customers, UICI, Inc. and Aetna Health Management, Inc. accounted for
42% and 30% of our revenues, respectively. And for the nine months ended
September 30, 2003, our two largest customers, UICI and Aetna Health Management
accounted for 38% and 11% of our revenues, respectively. We anticipate that our
results of operations in any given period will continue to depend to a
significant extent upon a small number of customers. Accordingly, if we were to
lose the business of even a single customer, our results of operations would be
materially and adversely affected.
Obtaining required regulatory approvals and other conditions to closing
may delay consummation of the merger between I-trax and CHD Meridian.
Consummation of the merger between I-trax and CHD Meridian is
conditioned upon, among other things, the receipt of all material governmental
authorizations, consents, orders and approvals, including the expiration or
-11-
termination of the applicable waiting periods, and any extension of the waiting
periods, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We
intend to vigorously pursue all required regulatory approvals, and to satisfy
all conditions to closing. Nonetheless, these required approvals and the
satisfaction of other conditions to closing could delay the consummation of the
merger for a significant period of time after I-trax and CHD Meridian's
stockholders have approved the proposals relating to the merger at their
respective special meetings.
Investment Risks
The price of our common stock is volatile.
Our stock price has been and we believe will continue to be volatile.
For example, from January 1, 2003 through January 20, 2005, the per share price
of our stock has fluctuated from a high of $5.00 to a low of $1.37. The stock's
volatility may be influenced by the market's perceptions of the healthcare
sector in general, or other companies believed to be similar to us or by the
market's perception of our operations and future prospects. Many of these
perceptions are beyond our control. In addition, our stock is not heavily traded
and therefore the ability to achieve relatively quick liquidity without a
negative impact on our stock price is limited.
Shares eligible for future sale upon the conversion of our debt and
upon the exercise of issued options and warrants may cause significant
dilution.
As of January 20, 2004 (and without taking into account I-trax common
stock to be issued in the CHD Meridian merger and upon conversion of I-trax
convertible preferred stock to be issued in the merger and in the related
financing), approximately 5,947,472 shares of I-trax common stock were reserved
for issuance upon conversion or exercise of I-trax's warrants, options and
convertible debt. Purchasers of I-trax common stock stockholders, therefore,
could experience dilution of their investment upon conversion or exercise, as
applicable, of these securities.
Shares of I-trax common stock and convertible preferred stock proposed
to be issued in the CHD Meridian merger and related financing, when
issue, will cause significant dilution.
I-trax expects to issue to CHD Meridian stockholders in the CHD
Meridian merger and to third party investors in the related financing up to
28,500,000 shares of I-trax common stock comprised of up to 14,000,000 shares of
I-trax common stock and up to 1,450,000 shares of convertible preferred stock,
convertible in to up 14,500,000 shares of I-trax common stock. Purchasers of
I-trax common stock, therefore, will experience substantial dilution of their
investment upon the closing of the CHD Meridian merger.
We may need additional funds in the future which may not be available
and which may result in dilution of the value of our common stock
In the future, we may need to raise additional funds, which may not be
available on favorable terms, if at all. If adequate funds are not available on
acceptable terms, we may be unable to fund our business growth plans. In
addition, if funds are available, the issuance of securities could dilute the
value of shares of our common stock and cause the market price to fall.
-12-
MARKET FOR OUR COMMON STOCK
Our common stock trades on the American Stock Exchange under the symbol
"DMX." Prior to January 15, 2003, our common stock was quoted on
Over-the-Counter Bulletin Board under the symbol "IMTX" and "ITRX." The
following table sets forth the high and low closing prices for our common stock
for the periods indicated. All closing prices have been adjusted to reflect a
1-for-5 reverse stock split effected as of close of business on January 3, 2003.
High Low
2004
First Quarter (through January 29, 2004) $ 4.440 $ 3.910
2003
Fourth Quarter 4.490 2.600
Third Quarter 3.790 2.600
Second Quarter 3.000 1.510
First Quarter 5.000 1.370
2002
Fourth Quarter 4.300 2.500
Third Quarter 5.100 2.750
Second Quarter 6.625 4.150
First Quarter 7.650 5.100
2001
Fourth Quarter 8.350 1.800
Third Quarter 5.500 1.800
Second Quarter 5.155 2.900
First Quarter 15.000 3.440
We obtained the information presented above from Nasdaq.com.
As of January 28, 2004, there were approximately 522 registered holders
of our common stock. On January 29, 2004, the last reported sales price of our
common stock was $4.20.
Dividend Policy
We have never paid or declared any cash dividends on our common stock
or other securities and do not anticipate paying cash dividends in the
foreseeable future.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common
stock offered under this prospectus. However, we may receive proceeds from the
exercise of the warrants by the selling shareholders, which proceeds will be
used for general corporate purposes.
-13-
SELLING SECURITY HOLDERS
We are registering for offer and sale by the applicable holders:
o up to 1,529,389 shares of our common stock; and
o up to 1,015,000 shares of common stock issuable upon the exercise
of outstanding warrants.
The selling shareholders may offer their shares for sale on a
continuous basis pursuant to Rule 415 under the Securities Act.
All of the selling shareholders' shares covered by this prospectus will
become tradable upon conversion on the effective date of the registration
statement of which this prospectus is a part.
Based on information provided to us by the selling shareholders, the
following table sets forth ownership and registration information regarding the
shares held by the selling shareholders.
Number of Shares of Common
Stock Owned Number of Shares Common Common Stock Owned After
Before Offering (1) Stock Offered Offering is Complete
Common Stock Common Stock
Common underlying Common underlying Number of
Name of Selling Shareholder Stock warrants Stock warrants Shares Percentage
-----------------------------------------------------------------------------------------------------------------------------------
The Chase Family Trust -- 119,306 -- 119,306 -- --
Jon Dangar -- 42,334 -- 42,334 -- --
Henry S. Krauss 5,000 18,250 5,000 18,250 -- --
John O'Shea -- 15,750 -- 15,750 -- --
A.J. Niebauer -- 15,750 -- 15,750 -- --
Dan Luskind -- 15,750 -- 15,750 -- --
James Harper -- 44,260 -- 44,260 -- --
Richard and Christina Louise -- 2,000 -- 2,000 -- --
Richard Louise -- 16,800 -- 16,800 -- --
Joe B. Wolfe -- 13,500 -- 13,500 -- --
Alexander Purdie 10,000 6,200 10,000 6,200 -- --
Will Lyons -- 100 -- 100 -- --
Monarch Holdings, LLC -- 7,500 -- 7,500 -- --
Scott Bowman -- 5,000 -- 5,000
John E. and Charlotte D. Pitchford 10,000 5,000 10,000 5,000 -- --
Judith Phillips 10,000 5,000 10,000 5,000 -- --
Arthur C. and Myrna R. Williams 6,000 3,000 6,000 3,000 -- --
Arthur C. Williams 2,000 1,000 2,000 1,000 -- --
Myrna R. Williams 2,000 1,000 2,000 1,000 -- --
James W. Krause 40,000 20,000 40,000 20,000 -- --
James R. Echols 40,000 20,000 40,000 20,000 -- --
W. Cobb Hazelrig 40,000 20,000 40,000 20,000 -- --
W & H Investments 80,000 40,000 80,000 40,000 -- --
Frederick G. Wedell 40,000 20,000 40,000 20,000 -- --
Hazelrig Family Partnership, Ltd. 40,000 20,000 40,000 20,000 -- --
Herbert Arnold Duke II & Leslie C. Duke 20,000 10,000 20,000 10,000 -- --
Pershing, LLC F/B/O IRA FBO IRA
FBO J WAYNE HILL, IRA 30,000 15,000 30,000 15,000 -- --
Mark Krakowski 49,501 20,000 40,000 20,000 9,501 *
Hugh Cohen 10,000 5,000 10,000 5,000 -- --
Michael E. & Lyn A. Harvey 10,000 5,000 10,000 5,000 -- --
Samuel M. Grinspan TTEE F/B/O
Grinspan-Ernst Profit Sharing Plan 20,000 10,000 20,000 10,000 -- --
-14-
Sanford E. Davis, Jr 10,000 5,000 10,000 5,000 -- --
Elsie Cohen 10,000 5,000 10,000 5,000 -- --
Eric & Julie Carlyle 10,000 5,000 10,000 5,000 -- --
Andrew M. Krauss 10,000 5,000 10,000 5,000 -- --
Robert J. Fendrick 10,000 5,000 10,000 5,000 -- --
Harold E. Zell 10,000 5,000 10,000 5,000 -- --
IRA FBO Daniel Luskind,
Pershing LLC as Custodian 5,000 2,500 5,000 2,500 -- --
Smithson Ventures Inc. MPP,
Pershing LLC as Custodian
FBO Deborah Salerno - Trustee 20,000 10,000 20,000 10,000 -- --
Glenn E. Murer 10,000 5,000 10,000 5,000 -- --
Operation Dogbone, LLC 10,000 5,000 10,000 5,000 -- --
Jack R. Thornton 60,000 30,000 60,000 30,000 -- --
Marjorie Michaelson
Revocable Trust 42,000 10,000 20,000 10,000 22,000 *
John R. Arnold 10,000 5,000 10,000 5,000 -- --
Sylvia Potter Family
Ltd. Partnership 20,000 10,000 20,000 10,000 -- --
F&J Partnership 40,000 20,000 40,000 20,000 -- --
Robert N. Fink &
Grunilla H. Fink, JTWROS 10,000 5,000 10,000 5,000 -- --
Thomas Kroeger 10,000 5,000 10,000 5,000 -- --
Stonestreet L.P. 160,000 80,000 160,000 80,000 -- --
Gene R. McGrevin 40,000 20,000 40,000 20,000 -- --
Nuernberger Kapitalverwaltung 10,000 5,000 10,000 5,000 -- --
J. Allen Poole 10,000 5,000 10,000 5,000 -- --
Jeffrey J. McLaughlin 10,000 5,000 10,000 5,000 -- --
SOS Resource Services, Inc. 10,000 5,000 10,000 5,000 -- --
Constantine L. Athanasuleas 10,000 5,000 10,000 5,000 -- --
John D. Rhodes III 10,000 5,000 10,000 5,000 -- --
Pershing, LLC as custodian
F/B/O IRA FBO Allan C
Purdie, IRA 10,000 5,000 10,000 5,000 -- --
Kenneth Franklin Davis 20,000 10,000 20,000 10,000 -- --
John R. Wright 10,000 5,000 10,000 5,000 -- --
Stephen M. Coons 10,000 5,000 10,000 5,000 -- --
Westminster Sec Corp MPP,
Pershing LLC as Custodian
FBO John O'Shea 20,000 10,000 20,000 10,000 -- --
Gryphon Master Fund, LP 20,000 10,000 20,000 10,000 -- --
Leonard W. Fuchs 20,000 10,000 20,000 10,000 -- --
Insight Capital
Partners, L.P. 10,000 5,000 10,000 5,000 -- --
Omicron Master Trust 120,000 60,000 120,000 60,000 -- --
David L. Schmidt 5,000 2,500 5,000 2,500 -- --
Harvin W. Berryman 5,000 2,500 5,000 2,500 -- --
RHP Master Fund, Ltd. 80,000 40,000 80,000 40,000 -- --
Frank H. DiCristina III 20,000 10,000 20,000 10,000 -- --
California HRD, Inc. 20,000 10,000 20,000 10,000 -- --
Hardin III, LLC 40,000 20,000 40,000 20,000 -- --
Barry Honig 33,000 -- 33,000 -- -- --
Wind River, Inc. 13,889 -- 13,889 -- -- --
Susan Haldeman 10,000 -- 10,000 -- -- --
Palladin Opportunity
Fund LLC 485,352 -- 50,000 -- 435,352 3.1
Jean F. Martin 42,500 -- 22,500 20,000 *
(1) The actual number of shares of common stock offered in this prospectus,
and included in the registration statement of which this prospectus is
a part, includes such additional number of shares of common stock as
may be issued or issuable by reason of any stock split, stock dividend
or similar transaction involving the common stock, in accordance with
Rule 416 under the Securities Act.
* Less than 1%.
-15-
Material Relationships and Transactions
With the exception of Barry Honig, Wind River, Inc., Susan Haldeman and
Palladin, all shares of common stock to be offered for resale under this
prospectus were issued in connection with three transactions.
The first transaction is a consulting engagement of Westminster
Securities Corporation, a member of the New York Stock Exchange and a registered
broker-dealer, by I-trax effective from May 23, 2003 to May 31, 2004. Under the
engagement agreement, Westminster is providing I-trax corporate financial
advisory services such as financial forecasting and business model, shareholder
value and corporate finance advice. As consideration for these services, I-trax
issued to six Westminster employees or their affiliates warrants to acquire
125,000 shares of common stock at $1.76 per share. The warrants are exercisable
for 5 years and were allocated as follows: The Chase Family Trust: 60,000
shares; Jon Dangar: 10,000 shares; Henry S. Krauss: 6,250 shares; John O'Shea:
6,250 shares, A.J. Niebauer: 6,250 shares; Dan Luskind: 6, 250 shares; and James
Harper: 30,000 shares.
The second transaction is private placement in which I-trax sold as a
unit two shares of common stock and a warrant to purchase an additional share of
common stock exercisable at $3.00 for a unit purchase price of $5.00. I-trax
commenced this private placement on August 14 and closed it on October 31, 2003.
I-trax sold 1,400,000 shares of common stock and warrants to acquire an
additional 700,000 shares of common stock in this private placement. Westminster
acted as the placement agent. As consideration for placing the securities in
this offering, I-trax paid Westminster a placement agent fee equal to 12% of
gross proceeds in the private placement and issued to thirteen Westminster
employees or their affiliates warrants to acquire 140,000 shares of common stock
at $2.50 per share. The warrants are exercisable for 5 years and were allocated
as follows: The Chase Family Trust: 36,556 shares; Jon Dangar: 20,084 shares;
Henry S. Krauss: 7,000 shares; John O'Shea: 7,000 shares, A.J. Niebauer: 7,000
shares; Dan Luskind: 7,000 shares; James Harper: 14,260 shares; Richard and
Christina Louise: 2,000 shares; Richard Louise: 16,800 shares; Joe B. Wolfe:
13,500 shares; Alexander Purdie: 1,200 shares; Will Lyons: 100 shares; and
Monarch Holdings, LLC: 7,500 shares.
The third transaction is a consulting engagement of Westminster by
I-trax effective September 15, 2003. Under the engagement agreement, Westminster
provided I-trax mergers and acquisitions advisory services related to the
initial merger discussions of CHD Meridian and I-trax. As consideration for
these services, I-trax issued to seven Westminster employees or their affiliates
warrants to acquire an aggregate of 50,000 shares of common stock at $2.50 per
share. The warrants are exercisable for 5 years and were allocated as follows:
The Chase Family Trust: 22,750 shares; Jon Dangar: 12,250 shares; Scott Bowman:
5,000 shares; Henry S. Krauss: 2,500 shares; John O'Shea: 2,500 shares, A.J.
Niebauer: 2,500 shares; and Dan Luskind: 2,500 shares.
The following affiliates of Westminster Securities purchased common
stock and warrants in this private placement: Henry S. Kraus; Alexander Purdie,
Jr.; IRA FBO Daniel Luskind, Pershing LLC as Custodian; Pershing, LLC as
custodian F/B/O IRA FBO Allan C. Purdie, IRA; Westminster Sec Corp MPP, Pershing
LLC as Custodian FBO John O'Shea; and Jeffrey J. McLaughlin. Except for warrants
described in the preceding paragraph received by certain of these individuals
for services, each of these individuals or custodial entities acquired the
shares to be offered for resale under this prospectus in his or its personal
ordinary course of business. Neither of these individuals or custodial entities
had agreements, arrangements or understandings with any other persons, either
directly or indirectly, to dispose of I-trax securities.
Sylvia Potter Family Ltd. Partnership is an affiliate of a registered
broker-dealer. The partnership acquired the shares of common stock offered under
this prospectus for resale in its ordinary course of business. The partnership
had no agreements, arrangements or understandings with any other persons, either
directly or indirectly, to dispose of I-trax securities.
None of the selling shareholders that will offer common stock for
resale under this prospectus is a registered broker-dealer.
Barry Honig provides I-trax consulting services under a consulting
agreement entered into as of June 2, 2003 and lasting a term of one year. Mr.
Honig's consulting services include assisting I-trax with introductions to
-16-
research analysts and other members of the investment community. A warrant to
purchase 125,000 shares of I-trax common stock at $1.50 per share was issued to
Mr. Honig as compensation for his services under the consulting agreement. The
warrant is exercisable for 5 years. Mr. Honig is an not affiliate of a
registered broker-dealer. Mr. Honig acquired the 33,000 shares of common stock
offered under this prospectus for resale in a third party transaction and in his
personal ordinary course of business.
Wind River, Inc. and Susan Haldeman received the shares offered for
resale under this prospectus upon the exercise of a warrant that they received
as a gift from Frank A. Martin, chief executive officer and director of I-trax.
Palladin is the holder of a 6% convertible senior debenture in the
original principal amount of $2,000,000, which I-trax issued pursuant to a
purchase agreement dated as of February 4, 2002. Approximately $741,000 remained
outstanding under the debenture as of January 29, 2004. The debenture was
originally due on February 4, 2004. Effective December 31, 2003, however,
Palladin and I-trax extended the maturity date of the debenture from February 3,
2004 to February 3, 2005. As consideration for this extension, I-trax issued to
Palladin a warrant to acquire 50,000 shares of I-trax common stock. Palladin
exercised this warrant on December 31, 2003, and the 50,000 shares of common
stock offered for resale by Palladin in this prospectus were issued upon the
exercise of that warrant. The managing member of Palladin is an affiliate of a
registered broker dealer. Palladin acquired the shares of common stock offered
for resale in this prospectus in its ordinary course of business. Palladin had
no agreements, arrangements or understandings with any other persons, either
directly or indirectly, to dispose of I-trax securities.
Jean F. Martin is the mother of Frank A. Martin, the chief executive
officer and a director of I-trax. Mr. Martin does not exercise voting or
dispositive power over the I-trax common stock owned by his mother. Mrs. Martin
purchased the shares to be offered for resale by her in this prospectus in a
private placement.
The following individuals have voting and dispositive power with
respect to the shares of I-trax common stock offered under this prospectus for
resale by entities:
Individual or Individuals Who Exercise Voting and
Name of Selling Shareholder Dispositive Power
----------------------------------------------------- -----------------------------------------------------------
The Chase Family Trust Nancy J. Chase
Monarch Holdings, LLC Michael Potter and Anthony Marchese
W & H Investments Frederick G. Wedell and W. Cobb Hazelrig
Hazelrig Family Partnership, Ltd. W. Cobb Hazelrig
Pershing, LLC F/B/O IRA FBO IRA FBO J J. Wayne Hill
WAYNE HILL, IRA
Samuel M. Grinspan TTEE F/B/O Grinspan-Ernst Profit Samuel Grinspan
Sharing Plan
IRA FBO Daniel Luskind, Pershing LLC as Custodian Daniel Luskind
Smithson Ventures Inc. MPP, Pershing LLC as Deborah Salerno
Custodian FBO Deborah Salerno - Trustee
Operation Dogbone, LLC Glenn E. Murer
Marjorie Michaelson Revocable Trust Marjorie Michaelson
Sylvia Potter Family Ltd. Partnership Michael Potter
F&J Partnership Alex Jones
Stonestreet L.P. Elizabeth Leonard and Michael Finkelstein
Nuernberger Kapitalverwaltung Ralf P. Schwarz
SOS Resource Services, Inc. Salvatore Russo
Pershing, LLC as custodian F/B/O IRA FBO Allan C. Allan C. Purdie
Purdie, IRA
Westminster Sec Corp MPP, Pershing LLC as Custodian John O'Shea
FBO John O'Shea
Gryphon Master Fund, LP E. B. Lyon, IV
Insight Capital Partners, L.P. Brian Harper
-17-
Omicron Master Trust Brian Daly
RHP Master Fund, Ltd. RHP Master Fund, Ltd. Is a party to an investment
management agreement with Rock Hill Investment
Management, L.P., a limited partnership of which the
general partner is RHP General Partner, LLC. Pursuant to
such agreement, Rock Hill Investment Management directs
the voting and disposition of shares owned by RHP Master
Fund. Messrs. Wayne Bloch, Gary Kaminsky and Peter
Lockhart own all of the interests in RHP General
Partner. The aforementioned entities and individuals
disclaim beneficial ownership of I-trax common stock
owned by the RHP Master Fund.
California HRD, Inc. David R. Holbrooke
Hardin III, LLC M. Brantley Barron and Allen S. Hardin
Wind River, Inc. F. Bruce Miller, Jr.
Palladin Opportunity Fund LLC Jeffrey Devers
PLAN OF DISTRIBUTION
The shares being offered by the selling shareholders or their
respective pledgees, donees, transferees or other successors in interest, will
be sold from time to time in one or more transactions, which may involve block
transactions:
o on the American Stock Exchange or on such other market on which
the common stock may from time to time be trading;
o in privately-negotiated transactions;
o through the writing of options on the shares;
o short sales; or
o any combination thereof.
The sale price to the public may be:
o the market price prevailing at the time of sale;
o a price related to such prevailing market price;
o at negotiated prices; or
o such other price as the selling shareholders determine from time
to time.
The shares may also be sold pursuant to Rule 144. The selling
shareholders shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.
The selling shareholders or their respective pledgees, donees,
transferees or other successors in interest, may also sell the shares directly
to market makers acting as principals or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may be compensated with
discounts, concessions or commissions from the selling shareholders or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal or both. The compensation as to a particular
broker-dealer might be greater than customary commissions. Market makers and
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block purchasers purchasing the shares will do so for their own account and at
their own risk. The selling shareholders may sell shares of common stock in
block transactions to market makers or other purchasers at a price per share,
which may be below the then market price. The selling shareholders cannot assure
that all or any of the shares offered in this prospectus will be issued to, or
sold by, the selling shareholders. The selling shareholders and any brokers,
dealers or agents, upon effecting the sale of any of the shares offered in this
prospectus, may be deemed "underwriters" as that term is defined under the
Securities Act or the Securities Exchange Act of 1934 (or Exchange Act) or the
rules and regulations under such acts.
The selling shareholders, alternatively, may sell all or any part of
the shares offered in this prospectus through an underwriter. No selling
stockholder has entered into any agreement with a prospective underwriter and
there is no assurance that any such agreement will be entered into. If a selling
shareholders enters into such an agreement or agreements, the relevant details
will be set forth in a supplement or revisions to this prospectus.
The selling shareholders and any other persons participating in the
sale or distribution of the shares will be subject to applicable provisions of
the Exchange Act and the rules and regulations under the Exchange Act,
including, without limitation, Regulation M. These provisions may restrict
certain activities of, and limit the timing of purchases and sales of any of the
shares by, the selling shareholders or any other such person. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited
from simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the shares.
AVAILABLE INFORMATION
We file reports, proxy statements and other information with the SEC
(File No. 0-30275). Copies of these reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies of these materials can also be obtained by mail at prescribed
rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC
maintains a website that contains reports, proxy statements and other
information regarding our company. The address of this website is
http://www.sec.gov.
We have filed a registration statement on Form S-3 under the Securities
Act with the SEC with respect to the shares of our common stock covered by this
prospectus. This document constitutes the prospectus of I-trax filed as part of
that registration statement. This document does not contain all of the
information set forth in the registration statement because some parts of the
registration statement are omitted as provided by the rules and regulations of
the SEC. You may inspect and copy the registration statement at any of the
addresses listed above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents we have filed with the SEC (File No. 0-30275)
pursuant to the Exchange Act are incorporated herein by reference:
o our Annual Report on Form 10-KSB for the year ended December 31,
2002, filed on April 15, 2003,
o our amended Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002, each
filed on May 15, 2003,
o our Quarterly Report on Form 10-QSB for the quarter ended March
31, 2003, filed on May 15, 2003, our Quarterly Report on Form
10-QSB for the quarter ended June 30, 2003, filed on August 14,
2003 and our Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2003, filed on November 20, 2003,
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o our Current Reports on Form 8-K filed on February 12, 2003,
February 19, 2003, April 22, 2003, May 19, 2003, August 15, 2003,
October 17, 2003 November 17, 2003, December 29, 2003 December
30, 2003 and February 2, 2004,
o the description of our common stock, $0.001 par value per share,
and associated rights, contained in our registration statement on
Form 8-A, filed on January 14, 2003, including any amendment or
report filed for the purpose of updating this description, and
o all reports and other documents filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of the
offering.
Any statement contained in a document incorporated by reference in this
prospectus will be deemed to be incorporated by reference in this prospectus and
to be part of this prospectus from the date of filing of the document. Any
statement modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus. We will provide upon
written or oral request without charge to each person to whom this prospectus is
delivered a copy of any or all of the documents which are incorporated in this
prospectus by reference (other than exhibits to those documents unless those
exhibits are specifically incorporated by reference into the documents that this
prospectus incorporates). Written requests for copies should be directed to
I-trax, Inc., Investor Relations, One Logan Square, Suite 2615, 130 N. 18th
Street, Philadelphia, Pennsylvania 19103. Our telephone number is (215)
557-7488.
LEGAL MATTERS
The validity of the shares of our common stock offered by this
prospectus will be passed upon for us by our Vice President, General Counsel and
Secretary.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB of I-trax, Inc. for the year ended December
31, 2002 have been so incorporated in reliance on the reports of Goldstein Golub
Kessler LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB of I-trax, Inc. for the year ended December
31, 2001 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The consolidated financial statements of CHD Meridian at December 31,
2002, 2001 and 2000 and for each of the three years in the period ended December
31, 2002 incorporated in this prospectus by reference to the Current Report on
Form 8-K of I-trax, Inc., filed on February 2, 2004 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by I-trax
in connection with the sale of the securities being registered. All amounts are
estimates except the SEC registration fee:
SEC registration fee $ 1,367
Printing and engraving expenses 2,000
Accounting fees and expenses 9,000
Attorneys' fees and expenses 5,000
Transfer agent's fees and expenses 1,000
Miscellaneous 633
Total: $ 19,000
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145(a) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no cause to believe his conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
Delaware corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine that, despite
such adjudication of liability, such person is fairly and reasonably entitled to
be indemnified for such expenses which the court shall deem proper.
Section 145 of the Delaware General Corporation Law further provides
that to the extent a director or officer of a Delaware corporation has been
successful in the defense of any action, suit or proceeding referred to in
subsections (a) or (b) of Section 145 or in the defense of any claim, issue or
matter therein, he shall be indemnified against any expenses actually and
reasonably incurred by him in connection therewith; that the indemnification
provided for by Section 145 shall not be deemed exclusive of any rights to which
the indemnified party may be entitled and the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to include a provision in its Certificate of Incorporation,
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and I-trax's Certificate of Incorporation contains such a provision, to the
effect that, subject to certain exceptions, a director of a Delaware corporation
is not personally liable to the corporation or its stockholders for monetary
damages for a breach of his fiduciary duty as a director.
I-trax's By-laws also provide that I-trax shall indemnify its directors and
officers and, to the extent permitted by the Board of Directors, I-trax's
employees and agents, to the full extent permitted by and in the manner
permissible under the laws of the State of Delaware. In addition, I-trax's
By-laws permit the Board of Directors to authorize the Company to purchase and
maintain insurance against any liability asserted against any of the Company's
directors, officers, employees or agents arising out of their capacity as such.
ITEM 16. EXHIBITS
NUMBER EXHIBIT TITLE
------ -------------
4.1* Form of warrant certificate of I-trax, Inc. issued to
private placement participants.
4.2* Financial Advisor's Warrant Agreement between
Westminster Securities Corporation and I-trax, Inc.
dated as of May 23, 2003, with a form of warrant
attached.
4.3* Financial Advisor's Warrant Agreement between
Westminster Securities Corporation and I-trax, Inc.
dated as of October 31, 2003, with a form of warrant
attached.
4.4** Financial Advisor's Warrant Agreement between
Westminster Securities Corporation and I-trax, Inc.
dated as of December 11, 2003, with a form of warrant
attached.
5** Opinion of Vice President, General Counsel and
Secretary.
23.1** Consent of Vice President, General Counsel and
Secretary. (Included in Exhibit 5.)
23.2** Consent of Goldstein Golub Kessler LLP.
23.3** Consent of PricewaterhouseCoopers LLP.
23.4** Consent of Ernst & Young LLP.
24 Power of Attorney. (Included in signature page.)
_____________________________
* Previously filed.
** Filed with this registration statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
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expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of this Amendment No. 1 to Registration Statement
on Form S-3 and has duly caused this registration statement to be singed on its
behalf by the undersigned, thereunto duly authorized in the City of
Philadelphia, Commonwealth of Pennsylvania on February 2, 2004.
I-TRAX, INC.
By: /s/ Frank A. Martin
-------------------------------------------
Frank A. Martin, Chairman and
Chief Executive Officer
By: /s/ William S. Wheeler
-------------------------------------------
William S. Wheeler, Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-3 was signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Frank A. Martin Chairman, Chief Executive Officer, February 2, 2004
---------------------- President and Director
Frank A. Martin
* Director February 2, 2004
----------------------
David R. Bock
Director February _, 2004
----------------------
Philip D. Green
* Director February 2, 2004
----------------------
Dr. Michael M.E. Johns
* Director February 2, 2004
----------------------
Dr. Arthur N. Leibowitz
* Director February 2, 2004
----------------------
Dr. David Nash
* Director February 2, 2004
----------------------
John R. Palumbo
Director February _, 2004
----------------------
R. Dixon Thayer
/s/ William S. Wheeler Director February 2, 2004
----------------------
William S. Wheeler
*By: Frank A. Martin, Attorney in Fact.
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