-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/UhGqlTcLLM2MpFoe3oorAL7A6i2e1sLdiFHHAOwHuB29mS16s1KfA2gI4G+5T8 5QEgnY2UqEeOEFweGgSabg== 0001005477-04-004598.txt : 20041223 0001005477-04-004598.hdr.sgml : 20041223 20041223162816 ACCESSION NUMBER: 0001005477-04-004598 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041222 FILED AS OF DATE: 20041223 DATE AS OF CHANGE: 20041223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: I TRAX INC CENTRAL INDEX KEY: 0001110189 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 233057155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 HILLMAN DRIVE STREET 2: SUITE 130 CITY: CHADDS FORD STATE: PA ZIP: 19317 BUSINESS PHONE: 6104592405 MAIL ADDRESS: STREET 1: 4 HILLMAN DRIVE STREET 2: SUITE 130 CITY: CHADDS FORD STATE: PA ZIP: 19317 FORMER COMPANY: FORMER CONFORMED NAME: I TRAX COM INC DATE OF NAME CHANGE: 20000404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS VENTURES LP CENTRAL INDEX KEY: 0000942263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31584 FILM NUMBER: 041224544 BUSINESS ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31584 FILM NUMBER: 041224543 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31584 FILM NUMBER: 041224542 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 edgar123.xml FORM 4 X0202 4 2004-12-22 1 0001110189 I TRAX INC DMX 0000942263 WARBURG PINCUS VENTURES LP 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY NY 100173147 0 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock 2004-12-22 4 P 0 687648 25 A 4836109 D Common Stock 2004-12-22 4 S 0 3674870 1.175 D 1161239 D Series A Preferred Stock 25 2004-12-22 4 C 0 62359.57 25 A Common Stock 687648 0 D See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. Exhibit List Exhibit 99.1 - Continuation of Responses Exhibit 99.2 - Joint Filer Information /s/ WarburgPincus & Co., By: Scott A. Arenare, Partner 2004-12-23 EX-99 2 ex99-1.txt CONTINUATION OF RESPONSES Exhibit 99.1 - ------------ Continutation of Responses (1) The reporting person's remaining holdings of the Company's securities consist of 1,161,239 shares of Common Stock (the "Earn-out Shares") which are currently held by Bank of America, N.A. (the "Escrow Agent") pursuant to an Escrow Agreement (the "Escrow Agreement") dated March 19, 2004 among the Company, the Escrow Agent and Haywood D. Cochrane, Jr. as a limited agent of certain former stockholders of Meridian Occupational Healthcare Associates, Inc., including the reporting person. Pursuant to the Escrow Agreement, (i) the reporting person is deemed to be the owner of the Earn-out Shares and (ii) while the Earn-out Shares are held by the Escrow Agent, the reporting person has the power to vote the Earn-out shares (with no action required to be taken by the Escrow Agent). (2) The sole general partner of Warburg, Pincus Ventures, L.P. ("WPV") is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WPLLC"), manages WPV. (3) The shares of Preferred Stock are convertible into Common Stock at the rate of 10 shares of Common Stock for each share of Preferred Stock, at a conversion price of $25 per share (subject to antidilution and certain other adjustments). In addition, the Preferred Stock accrues dividends on the original issue price of $25 per share at the rate of 8% per annum. These dividends are payable upon conversion of the Preferred Stock into Common Stock in additional shares of Common Stock and/or, subject to certain conditions, in cash. The conversion reported hereby represents the conversion of 62,359.57 shares of Preferred Stock into 687,648 shares of Common Stock, including 64,053 shares of Common Stock representing accrued dividends. Although the conversion became effective on December 22, 2004, by agreement between the Company and the reporting person, the conversion ratio was calculated as of December 16, 2004 and the 64,053 shares of Common Stock paid as accrued dividends upon conversion represents an assumed conversion date of December 16, 2004. The remaining accrued dividends, for the period between December 16, 2004 and December 22, 2004, will be be paid to the reporting person in cash. (4) The shares of Preferred Stock are convertible into Common Stock immediately and have no expiration date. EX-99 3 ex99-2.txt JOINT FILER INFORMATION Exhibit 99.2 - ------------ Form 4 Joint Filer Information Name: WARBURG PINCUS & CO. Address: 466 Lexington Ave., New York, NY 10017 Designated Filer: Warburg, Pincus Ventures, L.P. Issuer and Ticker Symbol: I-trax, Inc. (DMX) Date of Event Requiring Statement: December 22, 2004 Signature: WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ------------------------- Name: Scott A. Arenare Title: Partner Name: WARBURG PINCUS LLC Address: 466 Lexington Ave., New York, NY 10017 Designated Filer: Warburg, Pincus Ventures, L.P. Issuer and Ticker Symbol: I-trax, Inc. (DMX) Date of Event Requiring Statement: December 22, 2004 Signature: WARBURG PINCUS LLC By: /s/ Scott A. Arenare ------------------------- Name: Scott A. Arenare Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----