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): May 12, 2004 ----------------- 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, Pennsylvania 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) 2 Item 7. Exhibits. 99.1 Press release, issued May12, 2004. Item 12. Results of Operations and Financial Condition. A press release issued by I-trax, Inc. on May12, 2004 is attached hereto as Exhibit 99.1. 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: May 17, 2004 By: /s/ Frank A. Martin ---------------------------- Name: Frank A. Martin Title: Chief Executive Officer 2