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): March 14, 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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 14, 2005, the Board of Directors of I-trax, Inc. amended
Article V, Officers, of I-trax's Bylaws. The amendment:
o Separates the positions of Chairman and Chief Executive Officer such
that a different individual may hold the position of Chairman and the
position of Chief Executive Officer.
o Creates a position of Vice-Chairman and specifies the duties of the
Vice-Chairman.
o Delineates the specific duties and reporting responsibilities of the
Chief Executive Officer and the President.
o Sets forth specific duties of the Secretary.
o Makes other conforming changes in Article V of the Bylaws.
The full text of the amendment is set forth in Exhibit 3.1 filed with
this current report.
Item 9.01 Exhibits.
3.1 Amendment to I-trax, Inc. Bylaws.
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: March 17, 2005 By: /s/ Yuri Rozenfeld
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Name: Yuri Rozenfeld
Title: Vice President and Secretary