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): June 22, 2005
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I-TRAX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-31584 23-3057155
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
4 Hillman Drive, Suite 130
Chadds Ford, Pennsylvania 19317
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 459-2405
N/A
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(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 2.05 Costs Associate with Exit or Disposal Activities.
On June 22, 2005, I-trax, Inc. commenced implementation of a restructuring
plan pursuant to which I-trax will:
o Write-off software development costs associated with products that are
no longer sold by I-trax and that will not be supported in the future.
o Record a goodwill impairment charge related to the acquisitions of
iSummit Partners, LLC and WellComm Group, Inc., which I-trax acquired
in 2001 and 2002, respectively.
o Incur expenses associated with terminating 33 employees and other
restructuring charges.
I-trax commenced the restructuring plan following an in-depth analysis of
its structure and product development efforts. This analysis led to the
conclusion that certain I-trax products and services were no longer essential to
the company's integrated business model, and that certain contracts, personnel,
goodwill, intangible assets, and software associated with these non-core
products and services should be terminated or written off. The restructuring is
expected to make a material improvement in I-trax's profitability and cash flow.
I-trax expects to substantially complete the restructuring by June 30, 2005.
I-trax anticipates that the total charges associated with the restructuring
will be in the range of $12 to $16 million. I-trax expects to recognize most of
these charges during the three month reporting period ending June 30, 2005. Up
to $12.5 million of the charges will be associated with impairment of goodwill,
software development costs and other assets. Up to $3.5 million of the charges
will be associated with other restructuring expenses, including employee
terminations.
A press release announcing the restructuring is attached to this Current
Report as Exhibit 99.1.
Item 2.06 Material Impairments.
I-trax's disclosure in Item 2.05 above is incorporated in this Item 2.06 by
reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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99.1 Press release issued on June 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: June 28, 2005 By: /s/ R. Dixon Thayer
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Name: R. Dixon Thayer
Title: Chief Executive Officer