UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____________)*
I-Trax, Inc.
------------------------------
(NAME OF ISSUER)
Common Stock
------------------------------
(TITLE OF CLASS OF SECURITIES)
45069D104
------------------------------
(CUSIP NUMBER)
2/4/02
----------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 45069D104
--------------
1. Names of Reporting Persons. PALLADIN OPPORTUNITY FUND, LLC
I.R.S. Identification Nos. of above persons (entities only).
22-3729241
----------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------------------------------------------------------------
(b)
-------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------
4. Citizenship or Place of Organization Delaware
---------------------------------
Number of 5. Sole Voting Power -0-
Shares ---------------------
Beneficially 6. Shared Voting Power 3,538,461
Owned by -------------------
Each 7. Sole Dispositive Power -0-
Reporting ----------------
Person With 8. Shared Dispositive Power 3,538,461
--------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,538,461
-----------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
------
11. Percent of Class Represented by Amount in Row (9) 8.64%
---------------------
12. Type of Reporting Person (See Instructions) OO
---------------------------
SCHEDULE 13G
CUSIP NO. 45069D104
------------------
1. Names of Reporting Persons. THE PALLADIN GROUP, L.P.
I.R.S. Identification Nos. of above persons (entities only).
----------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------------------------------------------------------------
(b)
-------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------
4. Citizenship or Place of Organization Texas
----------------------------------
Number of 5. Sole Voting Power -0-
Shares ---------------------
Beneficially 6. Shared Voting Power 3,538,461
Owned by -------------------
Each 7. Sole Dispositive Power -0-
Reporting ----------------
Person With 8. Shared Dispositive Power 3,538,461
--------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,538,461
------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
------
11. Percent of Class Represented by Amount in Row (9) 8.64%
---------------------
12. Type of Reporting Person (See Instructions) PN
---------------------------
ITEM 1.
(a) NAME OF ISSUER: I-Trax, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One Logan Square
130 N. 18th Street, Suite 3615
Philadelphia, PA 19103
ITEM 2.
(a) NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G
are: Palladin Opportunity Fund, LLC, a Delaware limited liability
company ("POF") and The Palladin Group, L.P., a Texas limited
Partnership ("Palladin"). Palladin Asset Management, L.L.C., a
Delaware limited liability company is the managing member of POF.
Palladin Capital Management, LLC, a Delaware limited liability
company ("PCM"), is the sole general partner of Palladin.
Palladin is the investment advisor of POF. Because its beneficial
ownership arises solely from its status as the investment advisor
of POF, Palladin expressly disclaims equitable ownership of and
pecuniary interest in any shares of Common Stock. POF and PCM are
controlled by Jeffrey Devers.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
POF
The business address of POF is c/o The Palladin Group, 195 Maplewood
Avenue, Maplewood, New Jersey 07040.
PALLADIN
The business address of Palladin is 195 Maplewood Avenue, Maplewood,
New Jersey 07040.
(c) CITIZENSHIP:
POF is a limited liability company formed under the laws of Delaware.
Palladin is a limited partnership formed under the laws of Texas.
(d) TITLE OF CLASS OF SECURITIES: Common Stock
(e) CUSIP NUMBER: 45069D104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o)
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c)
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
(e) [ ] An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J)
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(C), CHECK HERE X
-----
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
POF and Palladin together beneficially own a total of 3,538,461 shares
of Common Stock (the sum of (i) 2,000,000 shares of Common Stock into
which POF's 6% Convertible Debentures are convertible and (ii)
1,538,461 shares of Common Stock for which POF's Common Stock Purchase
Warrant is exercisable.
(b) Percent of class:
POF's and Palladin's beneficial ownership of 3,538,461 shares of
Common Stock constitutes 8.64% of all of the outstanding shares of
Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Not applicable
(ii) Shared power to vote or to direct the vote
POF and Palladin together have shared power to vote or
direct the vote of 3,538,461 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Not applicable
(iv) Shared power to dispose or to direct the disposition of
POF and Palladin together have shared power to dispose or
direct the disposition of 3,538,461 shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Item 2(a).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below the undersigned certifies that, to the best of its knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: February 13, 2002
PALLADIN OPPORTUNITY FUND, LLC
By: Palladin Asset Management, L.L.C.
Managing Member
By:
-------------------------
Maurice Hryshko
Authorized Person
THE PALLADIN GROUP, L.P.
By: Palladin Capital Management, LLC
General Partner
By:
-------------------------
Maurice Hryshko
Authorized Person
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of I-Trax, Inc. dated February 13, 2002 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: February 13, 2002
PALLADIN OPPORTUNITY FUND, LLC
By: Palladin Asset Management, L.L.C.
Managing Member
By:
-------------------------
Maurice Hryshko
Authorized Person
THE PALLADIN GROUP, L.P.
By: Palladin Capital Management, LLC
General Partner
By:
-------------------------
Maurice Hryshko
Authorized Person