AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 4, 2005
REGISTRATION NO. 333-87134
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
ON FORM S-3
TO
REGISTRATION STATEMENT
ON
FORM SB-2
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.)
4 HILLMAN DRIVE, SUITE 130
CHADDS FORD, PENNSYLVANIA 19317
(610) 459-2405
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(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
YURI ROZENFELD, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
I-TRAX, INC.
4 HILLMAN DRIVE, SUITE 130
CHADDS FORD, PENNSYLVANIA 19317
(610) 459-2405 x116
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
JUSTIN P. KLEIN, ESQ.
GERALD J. GUARCINI, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103
(215) 665-8500
Approximate date of commencement of proposed sale to the public: Not applicable.
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. [ ]
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. [ ]
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This Post-Efffective Amendment No. 2 on Form 3 to the Registration Statement
on Form SB-2 shall become effective in accordance with Section 8(c) of the
Securities Act of 1933, as amended, on such date as the Commission, acting
pursuant to Section 8(c), may determine.
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 on Form S-3 to the Registration
Statement on Form SB-2 (No. 333-87134), which was declared effective on August
14, 2003, is being filed to deregister unsold shares of common stock of the
registrant, I-trax, Inc. The registrant's obligation to keep the Registration
Statement effective has expired. Therefore, this Post-Effective Amendment No. 2
on Form S-3 to the Registration Statement on Form SB-2 is being filed to
deregister, as of the effectiveness of this post-effective amendment, all shares
of common stock, the sale of which was registered under the Registration
Statement, that were not sold under the Registration Statement.
2
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 Post-Effective Amendment No. 2 on Form S-3
to the Registration Statement on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Chadds Ford, Commonwealth of Pennsylvania on April 4,
2005.
I-TRAX, INC.
By: /s/ R. Dixon Thayer
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R. Dixon Thayer,
Chief Executive Officer
By: /s/ David R. Bock
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David R. Bock, Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement on Form
SB-2 was signed by the following persons in the capacities and on the dates
stated.
Signature Title Date
/s/ Frank A. Martin Chairman and Director April 4, 2005
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Frank A. Martin
* Director April 4, 2005
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Philip D. Green
* Director April 4, 2005
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Dr. Michael M.E. Johns
Director April __, 2005
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Dr. David Nash
* Chief Executive Officer and Director April 4, 2005
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R. Dixon Thayer
Vice Chairman and Director April __, 2005
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Haywood Cochrane
Director April __, 2005
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Gail Lieberman
*By: Frank A. Martin, Attorney in Fact.
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