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): July 28, 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 (IRS Employer
incorporation) File Number) 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 1.01 Entry into a Material Definitive Agreement.
I-trax, Inc., certain of its direct and indirect subsidiaries, and Bank
of America, N.A., are parties to a senior secured credit facility pursuant to a
Credit Agreement dated as of March 19, 2004. On July 28, 2005, I-trax, certain
of its direct and indirect subsidiaries, and Bank of America executed a Sixth
Amendment to the Credit Agreement. The Sixth Amendment is effective as of June
29, 2005.
Under the Sixth Amendment:
o The aggregate amount available under the facility is permanently
increased to $15,000,000.
o The Funded Indebtedness to Earnings Before Interest, Taxes,
Depreciation and Amortization, or EBITDA, ratio is waived through
December 31, 2006.
o Covenants setting minimum EBITDA targets for periods ending September
30, 2005 through December 31, 2006 are added.
The Sixth Amendment is attached to this Current Report as Exhibit 10.1
and is incorporated in this Current Report by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Sixth Amendment to Credit Agreement, effective as of June 29, 2005
(executed on July 28, 2005), by and among I-trax, Inc., certain subsidiaries of
I-trax, Inc., and Bank of America, N.A.
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: August 3, 2005 By: /s/ David R. Bock
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Name: David R. Bock
Title: Executive Vice President and
Chief Financial Officer