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<SEC-DOCUMENT>0001275287-07-000067.txt : 20070105
<SEC-HEADER>0001275287-07-000067.hdr.sgml : 20070105
<ACCEPTANCE-DATETIME>20070105130431
ACCESSION NUMBER:		0001275287-07-000067
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070104
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:		20070105
DATE AS OF CHANGE:		20070105

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:		07512750

	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>me8440.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) JANUARY 4, 2007

                                 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             File Number)        Ident. No.)
          or organization)

      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 January 4, 2007, Medifast, Inc. (the "Company's) announced that Bradley T.
MacDonald, Chairman and CEO will transition his CEO responsibilities to Michael
S. McDevitt, President and CFO on March 1, 2007 in connection with its
previously announced succession plan.

In addition, Margaret E. MacDonald will become the President and Chief Operating
Officer of Medifast Inc on March 1, 2007. Ms. MacDonald is currently the Senior
VP of Operations.

A press release announcing the promotion of Michael S. McDevitt and Margaret
MacDonald 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 January 4, 2007, announcing the promotion of two
principal officers

                                        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: January 4, 2007

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

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>me8440ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

      MEDIFAST CEO BRADLEY T. MACDONALD TO TRANSFER CEO RESPONSIBILITIES TO
         MICHAEL S. MCDEVITT, PRESIDENT AND CFO EFFECTIVE MARCH 1, 2007

    OWINGS MILLS, Md., Jan. 5 /PRNewswire-FirstCall/ -- Medifast, Inc.
(NYSE: MED) announced today that Bradley T. MacDonald, Chairman and CEO, will
transition his CEO responsibilities to Michael S. McDevitt, President and CFO,
on March 1, 2007.  The succession plan is based on the outstanding leadership
and performance of the current management team.

    Mr. MacDonald will continue to serve as the Executive Chairman of the Board
of Directors and will provide ongoing management and financial advisory services
on the overall business. He will specifically focus on new business development
and fostering relationships within the local community.

    Mr. MacDonald has led the Medifast Company from minus four million in
stockholders' equity in 1999, to over 27 million in stockholders equity in 2006
with a track record of 28 consecutive quarters of profitability. In addition,
since 1999 the Company's market capitalization has gone from one million dollars
to over 160 million dollars at the end of 2006. He was recently honored when he
was named "Entrepreneur of the Year" in Maryland, in the consumer products
category by Ernst and Young, a national audited program. Under MacDonald's
leadership, Medifast was ranked 28 of 200 on Forbes' list of the 200 Best Small
Companies in America, which was published in an October 2006 issue.

    The important role of Executive Chairman will allow for concentration on
strategic and financial advisory issues with the company while turning over the
day-to-day operation to Mr. McDevitt and his staff, including general management
and investor relations.

    "Michael McDevitt has earned the position of CEO. Over the last few years he
has been a key strategic partner in developing our growth strategy that has
assisted the company to reach almost double its revenues and profits this year.
As the largest shareholder of Medifast, I am confident that he will add
significant value to the company moving forward. I appreciate the support given
to me by our executive team, associates, vendors and board of directors who have
represented shareholder interest well over the last 10 years. As Chairman of the
Board, I look forward to working with Michael and his staff in developing our
future growth plans," stated Bradley T. MacDonald.

    Mr. McDevitt joined the company in June of 2002 and his primary
responsibilities have included oversight of the Medifast business including
financial, operational and marketing functions associated with each arm of the
company's multiple sales distribution channels. He has played a key role in the
design of the overall strategy of the Medifast business for the last four years
serving the company in positions including Controller, VP of Finance and his
current position of President and CFO. Prior to Medifast, Mr. McDevitt was a
Senior Analyst for The Blackstone Group, a Private Equity Group in New York
City.

    "I am excited to take on this role for Medifast, Inc. as we embark on a
mission to improve the lives of millions of people by providing innovative
choices for lasting health. Our dynamic multi-channeled business model provides
us the opportunity for success on many levels in a customer-driven world. I am
proud to take on the lead role of a company that is not only dedicated to
quality management and commitment to enhancing shareholder equity, but also to
improving the health of millions of people in a time when obesity is such a
growing problem in our society. I am looking forward to working with my
executive team to take our company to the next level," stated Michael S.
McDevitt.

<PAGE>

    As part of the board-approved succession plan, Mr. McDevitt will retain CFO
responsibilities and has selected Margaret E. MacDonald as President and Chief
Operating Officer of Medifast, Inc.

    "For the past six years, I have worked with Bradley and Michael to help
build the infrastructure and manage the internal processes to handle the growth
of Medifast. In many cases, we did this without sufficient capital but today we
have a world-class team of professionals who are dedicated to the cause of
helping obese people lose weight and provide the high level of customer
satisfaction they deserve. I am delighted to have been selected by Michael to
continue our tradition of providing leadership and efficiency to enhance
shareholder value," stated Margaret E. MacDonald.

    Ms. MacDonald has been the VP of Administration and more recently the Senior
VP of Operations of Medifast since 2001. She has been instrumental in the
modernization and building of infrastructure that has multiplied the efficiency
and capacity of the company's manufacturing and distribution facilities. She has
a Masters of Business Administration from Loyola College in Baltimore.

    About Medifast (http://www.medifastdiet.com)

    Medifast (NYSE: MED) is the leading easy-to-use, clinically proven
portion-controlled weight-loss program. Medifast has been recommended by 15,000
physicians and used by over one million customers. It is committed to enriching
lives by providing innovative choices for lasting health. Medifast programs have
been proven effective through studies by major university teaching hospitals.
The company sells its products and programs via four unique distribution
channels: 1) the web and national call centers, 2) national network of
physicians, 3) medically supervised Medifast Weight Control Centers, and 4) Take
Shape For Life program. In 2005, Medifast reported more than $40 million in
sales, with 2006 sales expected to reach $70-$72 million. Medifast was founded
in 1980 and is located in Owings Mills, Maryland.

SOURCE  Medifast, Inc.
    -0-                             01/05/2007
    /CONTACT:  Kerry O'Neill, Warschawski, +1-410-367-2700 ext. 13, for
Medifast/
    /Web site:  http://www.medifastdiet.com /
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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