8-K

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):  April 25, 2008

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I-TRAX, INC.

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(Exact name of registrant as specified in its charter)

Delaware ------------------------	001-31584 ------------------------	23-3057155 ------------------------
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Hillman Drive, Suite 130 Chadds Ford, Pennsylvania ------------------------------------------------	19317 ------------------------------------------------
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:                                                                                                           (610) 459-2405

N/A

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange  Act (17 CFR 240.13e-4(c))

Item 2.01                      Completion of Acquisition or Disposition of Assets.

On April 30, 2008, Putter Acquisition Sub, Inc. (“Acquisition Sub”), a wholly owned subsidiary of Walgreen Co. (“Walgreens”), merged with and into I-trax, Inc. (the “Merger”).  The Merger completed the acquisition of I-trax by Walgreens, pursuant to the Agreement and Plan of Merger, dated as of March 14, 2008 (the “Merger Agreement”), among Walgreens, Acquisition Sub and I-trax.  In the Merger, each outstanding share of I-trax common stock, par value $.001 per share (the “Common Stock”), and I-trax Series A Convertible Preferred Stock, par value $.001 per share (the “Preferred Stock” and collectively with the Common Stock, the “Shares”) (other than Shares owned by Walgreens or any of its affiliates, or Shares held by an I-trax stockholder who perfects his, her or its appraisal rights in connection with the Merger) was converted into the right to receive $5.40 for each share of Common Stock and $54.00 plus the Dividend Amount (as defined below) for each share of Preferred Stock.  The “Dividend Amount” payable with respect to the shares of Preferred Stock in the Merger was calculated by dividing the value of accrued and unpaid dividends on such shares at the time of effectiveness of the Merger by $3.84 (which equals the average market price of shares of Common Stock during the ten trading days prior to, and including, March 14, 2008, calculated in accordance with the terms of the Preferred Stock) and multiplying the result by $5.40.

As a result of the Merger, Walgreens has acquired the business and assets of I-trax.

Item 3.01                     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, I-trax notified the American Stock Exchange (“AMEX”) on April 30, 2008, that the Merger was consummated.  I-trax requested that the Common Stock be delisted from the AMEX, effective at the close of the market on April 30, 2008, and that the AMEX file with the Securities and Exchange Commission an application on Form 25 to report that the Common Stock is no longer listed on the AMEX.  As a result, I-trax Common Stock is no longer listed on any stock exchange or quotation system, including AMEX.

Item 5.01                     Changes in Control of Registrant.

As previously disclosed, on March 28, 2008, pursuant to the Merger Agreement, Walgreens commenced tender offers to purchase all outstanding shares of I-trax’s Common Stock and Preferred Stock at a price of $5.40 for each share of Common Stock and $54.00 plus the Dividend Amount (as defined below) for each share of Preferred Stock (the “Offers”).  The “Dividend Amount” payable with respect to the shares of Preferred Stock in the Offers was calculated by dividing the value of accrued and unpaid dividends on such shares at the time of acceptance by $3.84 (which equals the average market price of shares of Common Stock during the ten trading days prior to, and including, March 14, 2008, calculated in accordance with the terms of the Preferred Stock) and multiplying the result by $5.40.  The Offers expired, as scheduled, at 12:00 midnight, New York City time, at the end of Thursday, April 24, 2008.  As a result of Walgreens’ acceptance of the Shares tendered in the Offers, representing approximately 96.3% of I-trax’s Common Stock and 98.6% of I-trax’s Preferred Stock, there was a change in control of I-trax, and Walgreens controls I-trax.

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The aggregate purchase price paid for all the Shares and options to purchase Shares in the Offers and the Merger was approximately $258 million plus related transaction fees and expenses.  Walgreens provided the funds necessary to complete the Offers and the Merger from its existing cash balances, cash equivalents and currently available sources of credit as previously disclosed on the Schedule TO filed by Walgreens on March 28, 2008, as amended.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

   Certain Officers.

In connection with the consummation of the Merger, each of the directors of I-trax resigned from the Board of Directors of I-trax, effective April 30, 2008.

Item 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the effective time of the Merger the Company’s Certificate of Incorporation was amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01                      Other Events.

On May 1, 2008, Walgreens issued a press release announcing the completion of the merger of Acquisition Sub with and into I-trax.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01                      Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated March 14, 2008, among Walgreen Co., Putter Acquisition Sub, Inc., and I-trax, Inc. (incorporated by reference to Exhibit 2.1 to I-trax, Inc.’s Current Report on Form 8-K filed on March 17, 2008).
99.1*	Press Release of Walgreen Co. dated May 1, 2008.

* Filed herewith.

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SIGNATURES

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 1, 2008	By: /s/ Yuri Rozenfeld
	Name:  Yuri Rozenfeld
	Title:    Senior Vice President

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Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated March 14, 2008, among Walgreen Co., Putter Acquisition Sub, Inc., and I-trax, Inc. (incorporated by reference to Exhibit 2.1 to I-trax, Inc.’s Current Report on Form 8-K filed on March 17, 2008).
99.1*	Press Release of Walgreen Co. dated May 1, 2008.

* Filed herewith.

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EX-99.1

Exhibit 99.1

Walgreen Co. Corporate Communications  l 200 Wilmot Roadl Deerfield, Ill. 60015l(847) 914-2500

Contact:	Michael Polzin
	(847) 914-2925
FOR IMMEDIATE RELEASE		http://news.walgreens.com

WALGREENS COMPLETES ACQUISITIONS OF WORKSITE HEALTH CARE PROVIDERS

I-TRAX/CHD MERIDIAN HEALTHCARE AND WHOLE HEALTH MANAGEMENT

Company looks to offer 10,000 points of care by 2012, including pharmacies and retail and worksite health centers, to deliver health care solutions where people live and work

DEERFIELD, Ill., May 1, 2008 – Walgreens (NYSE, NASDAQ: WAG) has completed its acquisitions of I-trax, Inc., parent company of CHD Meridian Healthcare, and privately-held Whole Health Management, two leading companies that together operate more than 350 worksite health centers. The acquired companies’ services include primary and acute care, wellness, pharmacy and disease management services and health and fitness programming.

The acquisitions position Walgreens as the leading provider of worksite health services. Combined with Walgreens wholly-owned subsidiary and convenient care clinic manager, Take Care Health Systems, they will form the platform for the new Walgreens Health and Wellness division. Chadds Ford, Penn.-based I-trax/CHD Meridian and Cleveland-based Whole Health will combine to operate under the name, Take Care Employer Healthcare Solutions.

“Our official entry into the health care services and wellness space marks a very exciting day for our shareholders, customers and employees,” said Walgreens Chairman and CEO Jeffrey A. Rein. “We believe our leadership position in pharmacy, trusted health care brand and goal of 10,000 points of care by 2012 will give us opportunities to meaningfully address the access issues that currently challenge the U.S. health care system.”

Corporate clients served by I-trax/CHD Meridian and Whole Health include BMW, Eastman Chemical, Glatfelter, Lowe’s, Toyota, Continental Airlines, Florida Power and Light, Harrah’s Entertainment, Scotts Miracle-Gro and Sprint.

“Walgreens Health and Wellness division is positioned to deliver an unparalleled offering to the marketplace,” said Hal F. Rosenbluth, president of Walgreens Health and Wellness and chairman of Take Care Health Systems. “We will combine the strength of Take Care Employer Healthcare Solutions with our existing Take Care Health Clinics, located at Walgreens drugstores, to improve patient health outcomes, lower costs and increase Walgreens relationships with employers and health plans.”

On March 17, Walgreens announced its intent to acquire I-trax, Inc. in a cash transaction valued at approximately $278 million, including the assumption of debt. On April 25, Walgreens announced the successful completion of the tender offer for I-trax. On April 30, Walgreens completed its acquisition of I-trax through a merger in which all shares of I-trax common and preferred stock not validly tendered and purchased in the tender offer were converted into the right to receive cash consideration equal to the applicable tender offer purchase price per share. As a result of the merger, I-trax became a wholly-owned subsidiary of Walgreens and the shares of I-trax were withdrawn from trading on the American Stock Exchange.

Walgreens also announced on March 17 its agreement to acquire Whole Health Management; terms of the deal weren’t disclosed.

For employers seeking more information on Take Care Employer Healthcare Solutions, email: employerhealthcaresolutions@takecarehealth.com.

About Walgreens

Walgreens is the nation’s largest drugstore chain with fiscal 2007 sales of $53.8 billion. The company operates 6,271 stores in 49 states, the District of Columbia and Puerto Rico. Walgreens is expanding its patient-first health care services beyond traditional pharmacy through Walgreens Health Services, its managed care division, and Take Care Health Systems, a wholly-owned subsidiary that manages 163 convenient care clinics at Walgreens drugstores. Walgreens Health Services assists pharmacy patients and prescription drug and medical plans through Walgreens Health Initiatives Inc. (a pharmacy benefit manager), Walgreens Mail Service Inc., Walgreens Home Care Inc., Walgreens Specialty Pharmacy LLC and SeniorMed LLC (a pharmacy provider to long-term care facilities). More information about Walgreens is available at Walgreens.com.

About Take Care Health SystemsSM

Take Care Health Systems (www.takecarehealth.com), one of the largest managers of convenient care clinics, is a wholly-owned subsidiary of Walgreens. The Company combines best practices in health care and the expertise and personal care of providers to deliver access to high-quality, affordable, convenient health care to all individuals. Take Care Health Clinics are located at select Walgreens drugstores nationwide, where nurse practitioners and physician assistants focus exclusively on the diagnosis and treatment of common family illnesses, vaccinations, physicals and screenings. Take Care Health Systems currently manages 163 Take Care Health Clinics in 17 cities throughout 14 states, with plans to have more than 400 clinics in operation by the end of 2008. The Company maintains a detailed quality assurance program including collaborating physician review to promote quality care, patient safety and state scope of practice compliance. Patient care is provided by Take Care Health Services, an independently owned state professional corporation established in each market.

About I-trax

I-trax is a leading provider of integrated workplace health and productivity management solutions. Serving more than 160 clients at nearly 300 locations in the United States, I-trax offers on-site health, fitness and wellness centers through its CHD Meridian Healthcare, LLC and ProFitness Health Solutions, LLC subsidiaries that deliver primary care, acute care corporate health, occupational health and pharmacy care management services, as well as fitness and wellness programming and integrated disease management programs. CHD Meridian is focused on making the workplace safe, helping companies achieve employer of choice status, and reducing costs while improving the quality of care received and the productivity of the workforce. Managing employer-sponsored health centers for over 40 years, some of CHD Meridian Healthcare's clients include: BMW, Coushatta Casino Resort, Deutsche Bank, Eastman Chemical, Fieldale Farms, Glatfelter, Lowe’s, Toyota and Unum. For more information, visit www.chdmeridian.com.

About Whole Health Management

Whole Health Management is a leading operator of on-site and near-site employer sponsored clinics, health and wellness centers, and pharmacies in the United States. Since 1981, Whole Health has provided comprehensive and integrated occupational health, preventive care, urgent and primary care, physical therapy, fitness programs, health risk and disease management, health coaching and behavioral health counseling to corporate employees and their families. Whole Health clinics deliver significant savings to corporations through lower health care costs, increased productivity, reduced employee sick time, and decreased pharmacy costs. Whole Health currently serves more than 300,000 employees, and in many cases, spouses and dependents, at 69 sites, including many large corporations and Fortune 500 companies. For more information about Whole Health, visit www.wholehealthnet.com.

Cautionary Statements

This news release may contain forward-looking statements that involve risks and uncertainties (as such “forward-looking” statements are defined under the U.S. Private Securities Litigation Reform Act). The following factors, among others, could cause results to differ materially from management expectations as projected in such forward-looking statements: the inability to satisfy conditions to the completion of the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; social and political conditions such as war, political unrest and terrorism or natural disasters; and general economic conditions and normal business uncertainty and competition and its effect on pricing, spending, third-party relationships and revenues.

These forward-looking statements speak only as of the date of this press release, and no undertaking has been made to update or revise them if there are changes in expectations or if any events, conditions or circumstances on which any such forward-looking statement is based. Investors are referred and encouraged to read the “Cautionary Note Regarding Forward-Looking Statements” in Walgreens most recent Form 10-K, as amended, as well as the “Forward-Looking Statements” section of I-trax’s Form 10-K, each of which is incorporated into this news release by reference.