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<SEC-DOCUMENT>0001275287-06-005020.txt : 20061002
<SEC-HEADER>0001275287-06-005020.hdr.sgml : 20061002
<ACCEPTANCE-DATETIME>20061002165650
ACCESSION NUMBER:		0001275287-06-005020
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061002
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061002
DATE AS OF CHANGE:		20061002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEDIFAST INC
		CENTRAL INDEX KEY:			0000910329
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090]
		IRS NUMBER:				133714405
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31573
		FILM NUMBER:		061121268

	BUSINESS ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117
		BUSINESS PHONE:		7327640619

	MAIL ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEALTHRITE INC
		DATE OF NAME CHANGE:	19951120

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	XX
		DATE OF NAME CHANGE:	19950619

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	00
		DATE OF NAME CHANGE:	19950619
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mi7383.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  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
- ---------------------------------     ------------            -------------
  (State or other jurisdiction        (Commission             (IRS Employer
of incorporation or organization)     File Number)             Ident. No.)

   11445 Cronhill Drive, Owing Mills, Maryland                    21117
   -------------------------------------------                 ----------
    (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))

================================================================================

<PAGE>

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.

                                        2
<PAGE>

                                   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
                                            ------------------------------------
                                            Bradley T. MacDonald
                                            Chairman and Chief Executive Officer

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>mi7383ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

            MEDIFAST ELECTS TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS

    OWINGS MILLS, Md., Oct. 2 /PRNewswire-FirstCall/ -- Medifast, Inc.
(NYSE: MED) today announced the addition of two new independent members to the
Board of Directors of the Owings Mills, Md. based meal replacement company.
Dennis M. McCarthy, Esq. and Charles P. Connolly, Jr. were elected at the
Medifast, Inc. Board of Directors meeting October 2, 2006.  The Board now
consists of 9 directors, including the Chairman of the Board.

    "The Board is extremely pleased to welcome its two newest directors," said
Bradley T. MacDonald, chairman of the board. "The professionalism, ethics, and
experiences that these two gentlemen bring to the Board will add invaluable
insight and expertise that will elevate Medifast, Inc."

    Medifast's Board of Directors, at its annual board retreat in early June
decided to add an additional two board members with one able to become the
company's "financial expert" as a member of the audit committee. The Board will
now have nine members with six members classified as "Independent Directors"
according to the rules of the New York Stock Exchange and SEC regulations.

    Mr. McCarthy practiced law for 21 years as a civil litigator in tort and
contract cases. He was the founding member and managing partner of a Columbus,
Ohio based law firm. Additionally, he served active duty in the U.S. Marine
Corps for 16 years and served 22 years in reserve service. Mr. McCarthy retired
in 2005 in the grade of Lieutenant General, having been the first Marine
Reservist to serve in that grade. Mr. McCarthy is currently the Chief Executive
of the Reserve Officers Association, a congressionally chartered association to
support the reserve and guard forces of the United States.

    Mr. Connolly is currently a consultant focusing on bank relationships, debt
refinancing, merger and acquisition strategy and executive compensation design.
Mr. Connolly spent 29 years at First Union National Bank that merged with
Wachovia Bank in 2001. He retired in 2001 as the President and CEO of First
Union National Bank.

    About Medifast, Inc.

    Medifast has been helping people lose weight and achieve better health for
25 years. Its meal replacement foods have been proven effective in multiple
clinical studies, recommended by over 15,000 physicians and used by more than 1
million customers. Medifast offers its customers world-class customer service
and nutrition support through a variety of program options for its customers.

    This release contains forward-looking statements, which may involve known,
and unknown risks, uncertainties and other factors that may cause Medifast's
actual results and performance in future periods to be materially different from
any future results or performance suggested by these statements. Medifast
cautions investors not to place undue reliance on forward-looking statements,
which speak only to management's expectation on this date.

SOURCE  Medifast, Inc.
    -0-                             10/02/2006
    /CONTACT:  Medifast, Inc. Investor Relations, ir@medifastdiet.com ; or
Media, Kerry O'Neill of Warschawski, +1-410-367-2700/
    /Web site:  http://www.medifastdiet.com/
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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