Edgar Filing: I TRAX INC

SEC 1746 Persons who are to respond to the collection of information contained
(03-00) in this form are not required to respond unless the form displays a
currently valid OMB control number.

OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: October 31, 2002
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per response. . .14.9

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

I-trax, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

45069D 10 4
--------------------------------------------------------------------------------
(CUSIP Number)

Frank A. Martin
I-trax, Inc.
One Logan Square
130 N. 18th Street, Suite 2615
Philadelphia, PA 19103
(215) 557-7488
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 25, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 for other
parties to whom copies are to be sent.

* 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
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities 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).

CUSIP No. 45069D 10 4
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).

Frank A. Martin
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)

(b) X
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) PF OO
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)

--------------------------------------------------------------------------------
6. Citizenship or Place of Organization ... United States
--------------------------------------------------------------------------------

Number of
Shares
Beneficially
Owned by
Each
Reporting 7. Sole Voting Power: 3,579,276
Person With
--------------------------------------------------------------------------------
8. Shared Voting Power: 2,149,203
--------------------------------------------------------------------------------
9. Sole Dispositive Power: 3,579,276
--------------------------------------------------------------------------------
10. Shared Dispositive Power: 2,149,203
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,728,479
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11): 18.0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------

Item 1. Security and Issuer

Common Stock, par value $0.001 per share ("Common Stock"), of I-trax,
Inc. (the "Company"). The Company's principal executive offices are located at
One Logan Square, 130 N. 18th Street, Suite 2615, Philadelphia, PA 19103.

Item 2. Identity and Background

(a) This statement is being filed by Frank A. Martin (the "Reporting
Person").

(b) The home address of the Reporting Person is 489 East London Grove
Road, West Grove, PA 19390.

(c) The Reporting Person is the Chairman, Chief Executive Officer and
President of the Company. The Company's executive offices are
located at One Logan Square, 130 N. 18th Street, Suite 2615,
Philadelphia, PA 19103.

(d) The Reporting Person has not, during the last five (5) years,
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).

(e) The Reporting Person has not, during the last five (5) years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which the Reporting Persons were subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.

(f) The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

(a) Effective as of November 17, 2000, the Reporting Person acquired from I-trax
Health Management Solutions, Inc. (f/k/a I-Trax.com, Inc.) (the "Subsidiary") a
Senior Bridge Promissory Note, in the face amounts of $250,000 and a Stock
Purchase Warrant to acquire up to 250,000 shares of Subsidiary's Common Stock.
The principal amount of the Senior Bridge Promissory Note, and accrued but
unpaid interest thereon, were convertible in to Subsidiary's Common Stock at an
initial conversion ration of 2, subject however, to anti-dilution adjustment.
The Stock Purchase Warrant was exercisable to acquire Subsidiary's Common Stock
at an initial exercise price of $2.00, subject however, to anti-dilution
adjustment. The Reporting Person paid an aggregate of $250,000 of personal funds
as consideration for the Senior Bridge Promissory Note and Stock Purchase
Warrant.

Effective as of February 5, 2001, the Subsidiary and the Company
completed a holding company reorganization pursuant to Section 251(g) of
Delaware General Corporation Law, pursuant to which the Subsidiary became a
wholly-owned subsidiary of the Company and all of the issued and outstanding
shares of Common Stock of the Subsidiary automatically converted into Common
Stock of the Company. The Company succeeded to Subsidiary's rights and
obligations under the Senior Bridge Promissory Note and Stock Purchase Warrant.

Pursuant to an Exchange Agreement dated as of May 14, 2001 and
effective as of June 25, 2001 (the "Exchange Agreement"), the Reporting Person
exchanged the principal of, and all accrued but unpaid interest due under, the
Senior Bridge Promissory Note of $261,726 for shares of Common Stock at a
conversion price of $.50 per share. Also, pursuant to the Exchange Agreement,
the exercise price of the Stock Purchase Warrant was adjusted to equal $.50.

(b) During the first and second quarter of fiscal 2001, the Reporting Person
loaned the Company an aggregate of $515,000 (collectively, the "Bridge Loan").
In connection with such loans, effective as of June 25, 2001, the Company
granted the Reporting Person warrants to acquire up to 515,000 shares of Common
Stock at an exercise price of $.50 per share. Furthermore, pursuant to a
separate Exchange Agreement dated as of June 25, 2001 (the "Second Exchange
Agreement") between the Company and the Reporting Person, the Reporting Person
exchanged $275,000 of the Bridge Loan, and accrued but unpaid interest thereon
of $9,162, for 568,324 shares of Common Stock at a conversion price of $.50 per
share.

(c) Effective as of December 29, 2000, the Reporting Person acquired from the
Subsidiary an aggregate of 250,000 shares of Common Stock of Subsidiary for an
aggregate of $500,000 or $2.00 per share. The Reporting Person delivered the
purchase price in the form of a Note and Pledge Agreement, effective as of
December 29, 2000, between the Subsidiary and the Reporting Person. On June 25,
2001 the Reporting Person and the Company rescinded this transaction.

Item 4. Purpose of Transaction

The shares and warrants acquired by the Reporting Person pursuant to
(x) the Exchange Agreement referenced in Item 3(a) and (y) the Second Exchange
Agreement referenced in Item 3(b) were acquired as an investment. With the
exception of the warrants issued to the Reporting Person and described in Item 3
above, neither the Exchange Agreement nor the Second Exchange Agreement
contemplate any transaction or event of the type described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D. Except as disclosed in this
Item 4 and Items 3 above and 5 below, the Reporting Person has no current plans
or proposals which relate to or would result in any events described in Items
(a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Beneficial Owner Security Number of Shares Percentage of Class
Reporting Person Common Stock 4,913,479(1) 15.4%
Warrants/Options 815,000(2) 2.6%
Total 5,728,479 18.0%

(1) The number of shares owned beneficially by the Reporting
Person includes an aggregate of 2,149,203 shares of Common Stock
held by Nantucket Healthcare Ventures I, LP. The Reporting
Person is a limited partner of Nantucket Healthcare Ventures I,
LP and a Managing Director of Nantucket Group LLC, the general
partner of Nantucket Healthcare Ventures I, LP. The number of
shares owned beneficially by the Reporting Person excludes an
aggregate of 68,800 shares of Common Stock held of record by
members of the Reporting Person's family as to which shares the
Reporting Person disclaims beneficial ownership.

(2) The number of warrants/options owned beneficially by the
Reporting Person includes options to acquire 50,000 shares of
Common Stock exercisable within 60 days of the date hereof.

(b) The Reporting Person has the sole power to vote or to direct the
voting of, and the sole power to dispose or to direct the
disposition of 2,764,276 shares of Common Stock and 815,000
shares of Common Stock issuable upon the exercise of options and
warrants. The Reporting Person does not share the voting or
disposition power with respect to these shares of Common Stock
and the shares of Common Stock issuable upon the exercise of
warrants and options with any other person. The Reporting Person
has the shared power to vote or to direct the voting of, and the
shared power to dispose or to direct the disposition of 2,149,203
shares of Common Stock.

(c) No transactions in the shares were effected by the Reporting
Persons during the past 60 days except as set forth in this
statement on Schedule 13D.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

1. Exchange Agreement dated as of May 14, 2001 by and among the
Company and the holders of Senior Bridge Promissory Notes,
including a form of Stock Purchase Warrant. See Item 3.

2. Exchange Agreement dated as of June 25, 2001 by and among the
Company and the Reporting Person, including a form of Stock
Purchase Warrant. See Item 3.

Item 7. Material to Be Filed as Exhibits

1. Exchange Agreement dated as of May 14, 2001 by and among the
Company and the holders of Senior Bridge Promissory Notes,
including a form of Stock Purchase Warrant.

2. Exchange Agreement dated as of June 25, 2001 by and among the
Company and the Reporting Person, including a form of Stock
Purchase Warrant.

Signature

After reasonable 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.

/s/ Frank A. Martin
-----------------------------------
Frank A. Martin

The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)