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): February 28, 2005 ----------------- I-TRAX, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-31584 23-3057155 ------------------------ ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 4 Hillman Drive, Suite 130 Chadds Ford, Pennsylvania 19317 ---------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 459-2405 One Logan Square 130 N. 18th St., Suite 2615 Philadelphia, Pennsylvania 19103 ----------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On February 28, 2005, I-trax, Inc. issued a press release disclosing its financial results for the three months and year ended December 31, 2004. The press release is attached to this current report as Exhibit 99.1. Item 9.01 Exhibits. 99.1 Press release, issued February 28, 2005. 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: March 3, 2005 By: /s/ David R. Bock ----------------------------- Name: David R. Bock Title: Senior Vice President and Chief Financial Officer