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EXHIBIT 99
FOR: I-TRAX.COM, INC.
FROM: Lori Parks, VP
Sean Leous, VP-Media Relations
Michael Lucarelli, Investor Relations
Porter, LeVay & Rose, Inc.
(212) 564-4700
COMPANY Frank A. Martin, Chairman & CEO
CONTACT: (215) 557-7488
FOR IMMEDIATE RELEASE
I-TRAX ANNOUNCES BINDING AGREEMENT TO ACQUIRE MYFAMILYMD;
WILL FORM HOLDING COMPANY TO FACILITATE ACQUISITION
PHILADELPHIA, PA, Oct. 6, 2000 -- I-trax.com, Inc. (OTC BB: IMTX), a
medical technology company, announced today that it has entered into a binding
agreement to acquire all of the outstanding membership interests of iSummit
Partners, LLC, a privately held, New York City-based company doing business
under the name MyFamilyMD. I-trax announced the signing of a non-binding letter
of intent in connection with this transaction on Aug. 2, 2000. In addition,
prior to and as a condition of the acquisition, I-trax will complete a
restructuring to create a new holding company structure.
Under the newly created holding company, all existing I-trax
stockholders will become stockholders of the new holding company, which will own
all of the outstanding stock of I-trax. Immediately following the formation of
the holding company, the owners of MyFamilyMD will exchange all of the
outstanding ownership interests of MyFamilyMD for an aggregate of up to
4,272,500 shares of the holding company. Up to 1,709,000 of the 4,272,500 shares
are forfeitable by such owners depending on whether MyFamilyMD achieves certain
technology development and revenue targets.
The holding company restructuring will be accomplished through a merger
under Section 251(g) of the Delaware General Corporation Law, so that all I-trax
stockholders at the effective time of the merger will become stockholders of the
new holding company, and I-trax will become a subsidiary of the new holding
company. I-trax and the members of MyFamilyMD intend that this holding company
restructuring, together with the MyFamilyMD transaction, be treated as
contributions to the holding company that qualify as a transaction described in
Section 351 of the Internal Revenue Code of 1986, as amended.
The new holding company will take the name I-trax, Inc., and will
continue to trade under the "IMTX" symbol on the OTC Bulletin Board.
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I-trax stockholders are not required to take any action in connection
with this corporate restructuring. All outstanding shares of I-trax will be
converted into shares of the holding company, in a non-taxable transaction, with
the same voting powers, designations, preferences, rights, qualifications,
restrictions and limitations, as the shares of I-trax previously held by
stockholders prior to the holding company merger. The shares of the holding
company will continue to be represented by the same stock certificates that
previously represented shares of I-trax capital stock prior to the holding
company merger.
The new I-trax holding company intends to file a registration statement
with the Securities and Exchange Commission with respect to this holding company
restructuring within the next two weeks. The parties expect to close the
MyFamilyMD transaction immediately after the SEC declares this registration
statement effective, which is expected to occur in the fourth quarter of 2000.
"We look forward to the additional functionality the merger with
MyFamilyMD will provide I-trax and the consumer side of our business, since the
MyFamilyMD platform helps to involve patients more deeply in the healthcare
process," said Frank A. Martin, chairman and CEO of I-trax. "The combined
offerings of our two companies should help to improve the patient-physician
relationship and, we expect, enhance our market penetration of integrated
healthcare delivery networks."
About MyFamilyMD
MyFamilyMD is an Internet and software company developing personalized
Internet applications to enable individuals and families to manage their
healthcare. Using the latest technology to guarantee privacy and security,
MyFamilyMD's proprietary tools will enable physicians to interact with and
educate patients over the World Wide Web, and will allow patients to receive
customized information about their specific healthcare needs. More information
is available at www.myfamilymd.com.
About I-trax
I-trax develops sophisticated point-of-care clinical solutions that
help manage the most costly and complex diseases. I-trax technologies enable
true coordination of care through utilization of shared records by all
caregivers - specialists, primary care, critical care, nursing staff,
diagnostic-providers, pharmacy and patients. I-trax has developed an extremely
powerful disease management engine and data base architecture, enabling
expansion into unlimited healthcare applications and partnerships. More
information is available at www.i-trax.com.
Safe Harbor Statement: Statements regarding aspects of I-trax's
business and its expectations as to the transaction with MyFamilyMD set forth
herein or otherwise made in writing or orally by I-trax may constitute forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although I-trax believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors that might cause or contribute to such
differences include, but are not limited to, whether I-trax and MyFamilyMD will
in fact complete the transactions described in this press release, ability of
MyFamilyMD to complete development of its web-based tools in a timely manner,
ability of the two companies to integrate their businesses successfully, demand
for the combined companies' products, uncertainty of future profitability and
changing economic conditions. These and other risks pertaining to I-trax are
described in greater detail in I-trax's filings with the Securities and Exchange
Commission including those on forms 10SB and 10QSB.
