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. 2)
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. 2 amends and supplements Item 8 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
8. Additional Information.
Item 8 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following
new paragraph immediately after the last paragraph of the section captioned
“Antitrust Issues”:
“On April
11, 2008, the FTC and the Antitrust Division granted early termination of the
waiting period under the HSR Act applicable to the proposed acquisition of the
Shares by Walgreens and Offeror in the Offers. Accordingly, the
condition to the Offers requiring the expiration or termination of the waiting
period under the HSR Act has been satisfied. The Offers continue to
be conditioned upon the other conditions described in Section
14 — “Conditions to the Offers” of the Offer to Purchase, including,
among other things, the satisfaction of the Minimum Condition (as defined in the
Offer to Purchase).”
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 16, 2008