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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) October 2, 2006
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23016 13-3714405
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Ident. No.)
11445 Cronhill Drive, Owing Mills, Maryland 21117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410)-581-8042
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))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On October 2, 2006, Medifast, Inc.'s (the "Company's) Board of Directors elected
two new independent board members to the Owings Mills, Md based meal replacement
company. The newly elected board members are Dennis M. McCarthy, Esq and
Charles P. Connolly, Jr. The Board now consists of 9 directors, including the
Chairman of the Board.
Mr. McCarthy will join the Executive Committee and Compensation Committee. Mr.
Connolly will join the Audit Committee as a qualified financial expert according
to the rules of the New York Stock Exchange and Securities and Exchange
Commission.
None of the elected members are party to any transaction with the Company or any
subsidiary of the Company, and the Company has not entered into arrangements in
connection with their elections to the Board of Directors.
A press release announcing the election of the two new independent directors is
attached hereto as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits pursuant to Item 5.02
99.1 Press release dated October 2, 2006, announcing the election of two new
members to the Company's Board of Directors.
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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.
MEDIFAST, INC.
Dated: October 2, 2006
/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer
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