itrax14d9a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
Solicitation/Recommendation
Statement under Section 14(d)(4)
of
the Securities Exchange Act of 1934
(Amendment
No. 1)
I-TRAX,
INC.
(Name
of Subject Company)
I-TRAX,
INC.
(Names
of Persons Filing Statement)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK,
PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
COMMON
STOCK CUSIP
45069D203
CUSIP
NUMBER NOT APPLICABLE TO SERIES A CONVERTIBLE PREFERRED STOCK
(CUSIP
Number of Class of Securities)
Yuri
Rozenfeld, Esq.
Senior
Vice President and General Counsel
I-trax,
Inc.
4
Hillman Drive, Suite 130
Chadds
Ford, Pennsylvania 19317
(610)
459-2405
(Name,
address, and telephone number of person authorized to receive
notices
and communications on behalf of the persons filing statement)
WITH
A COPY TO:
Justin
P. Klein, Esq.
Ballard
Spahr Andrews & Ingersoll, LLP
1735
Market Street, 51st
Floor
Philadelphia,
Pennsylvania 19103
215-665-8500
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¨
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Explanatory
Note
This
Amendment No. 1 amends and supplements Item 9 in the Solicitation/Recommendation
Statement on Schedule 14D−9 filed on March 28, 2008 (the “Schedule 14D−9”) with
the Securities and Exchange Commission (the “SEC”) by I-trax, Inc., a Delaware
corporation (“I-trax”).
Except as
otherwise indicated, the information set forth in the Schedule 14D−9 remains
unchanged. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Schedule 14D−9.
Item
9. Exhibits.
Item 9 of
the Schedule 14D−9 is hereby amended and supplemented as follows:
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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I−TRAX,
INC.
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/s/ Yuri
Rozenfeld
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Name:
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Yuri
Rozenfeld
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Title:
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Senior
Vice President, General
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Counsel
and Secretary
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Date:
April 9, 2008