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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): October 6, 2000
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I-TRAX.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30275 13-3212593
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Logan Square
130 N. 18th St., Suite 2615
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 557-7488
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 6, 2000, I-trax.com, Inc. ("I-trax"), announced
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.
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.
A copy of the press release announcing this transaction is
attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibit
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99 Press Release, issued October 6, 2000.
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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.COM, INC.
Date: October 6, 2000 By: /s/ Frank A. Martin
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Name: Frank A. Martin
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit
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99 Press Release, issued October 6, 2000.
