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. 3)
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
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Explanatory
Note
This
Amendment No. 3 amends and supplements Items 8 and 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”), as amended by Amendment No.
1 to the Schedule 14D−9 filed on April 9, 2008, as amended by Amendment No. 2 to
the Schedule 14D−9 filed on April 16, 2008.
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 thereto the
following:
“The
Offers expired, as scheduled, at 12:00 midnight, New York City time, at the end
of Thursday, April 24, 2008. Following such expiration, Offeror
accepted for payment in accordance with the terms of the Offers all Shares that
were validly tendered and not withdrawn prior to the expiration of the Offers,
and payment for such Shares will be made promptly, in accordance with the terms
of the Offers. Based on preliminary information from the Depositary
for the Offers, as of the expiration of the Offers stockholders had validly
tendered and not withdrawn 40,576,068, or approximately 96.3%, of I-trax’s
Common Shares and 214,067.33, or approximately 98.6%, of I-trax’s Preferred
Shares. The number of Common Shares and Preferred Shares validly
tendered and not withdrawn satisfies the Minimum Condition.”
“Pursuant
to the terms of the Merger Agreement, Walgreens and Offeror expect to effect the
Merger of Offeror with and into I-trax via a short-form merger. In
the Merger, the remaining outstanding Shares (other than Shares as to which the
holder has properly exercised appraisal rights) will be converted into the right
to receive in cash, without interest and less any required withholding taxes,
$5.40 for each Common Share and $54.00 plus the Dividend Amount in respect of
the conversion value of accrued and unpaid dividends through the date of the
Merger for each Preferred Share. The Dividend Amount payable with
respect to the Preferred Shares in the Merger will be calculated by dividing the
value of accrued and unpaid dividends on Preferred Shares at the time of
effectiveness of the Merger by $3.84 (which equals the average market price of
I-trax’s Common Shares during the ten trading days prior to, and including,
March 14, 2008, calculated in accordance with the terms of the Preferred Shares)
and multiplying the result by $5.40. As a result of the Merger,
I-trax will become a wholly-owned subsidiary of Walgreens. Walgreens
and Offeror intend to complete the Merger as soon as practicable following the
satisfaction of the conditions in the Merger Agreement. Following the
Merger, I-trax Common Shares will no longer be traded on the American Stock
Exchange.”
On April
25, 2008, Walgreens issued a press release announcing the expiration of the
Offers. The press release is contained in Exhibit (a)(13) to this
Schedule 14D-9 and the information set forth in the press release is
incorporated herein by reference.
Item
9. Exhibits.
Item 9 of
the Schedule 14D−9 is hereby amended and supplemented to add the following
exhibit:
|
“(a)(13)
|
Walgreen
Co. press release re expiration of Offers, dated April 25, 2008
(incorporated by reference to Exhibit (a)(5)(D) to the Schedule
TO).”
|
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.
|
|
I−TRAX,
INC.
|
|
|
/s/ Yuri
Rozenfeld
|
| |
Name: |
Yuri
Rozenfeld |
|
|
Title:
|
Senior
Vice President, General
|
|
|
|
Counsel
and Secretary
|
Date:
April 25, 2008
4