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): November 5, 2002 ----------------- I-TRAX, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-30275 23-3057155 ------------------------ ------------ ------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) One Logan Square 130 N. 18th St., Suite 2615 Philadelphia, PA 19103 --------------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 557-7488 N/A ----------------------------------------------------- (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure Frank A. Martin, Chairman and CEO of I-trax, Inc., intends to disclose at a meeting with broker/dealers and fund managers on November 5th that I-trax is in the final stages of negotiating an acquisition of a company that conducts business in the disease management market. I-trax expects that a definitive agreement will be executed within the next several days and that an announcement of the identity of the company and significant terms of the agreement will be disclosed at that time. 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: November 5, 2002 By: /s/ Anthony Tomaro, CPA ----------------------------------- Name: Anthony Tomaro, CPA Title: Chief Financial Officer