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<SEC-DOCUMENT>0001144204-07-052918.txt : 20071004
<SEC-HEADER>0001144204-07-052918.hdr.sgml : 20071004
<ACCEPTANCE-DATETIME>20071004164514
ACCESSION NUMBER:		0001144204-07-052918
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071004
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071004
DATE AS OF CHANGE:		20071004

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:		071157167

	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>v089541_8k.txt
<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 4, 2007

                                 MEDIFAST, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                    000-23016               13-3714405
- ---------------------------------  ------------------------    -------------
  (State or other jurisdiction     (Commission File Number)    (IRS Employer
of incorporation or organization)                                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>

Item 7.01    Regulation FD Disclosure

The following information is furnished under "Item 7.01. Regulation FD
Disclosure" and "Item 2.02. Disclosure of Results of Operations and Financial
Condition."

      On October 4, 2007, Medifast, Inc. ("Medifast") issued a press release
updating Medifast's full-year 2007 revenue and diluted earnings per share
guidance. A copy of Medifast's press release is attached hereto as Exhibit 99.1
and hereby incorporated by reference.


Item 9.01    Exhibits

Exhibits pursuant to Item 7.01

      99.1  Press release dated October 4, 2007, announcing updated 2007 revenue
            and diluted earnings per share guidance


                                       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 4, 2007

                                        /s/  Michael S. McDevitt
                                        ------------------------
                                        Michael S. McDevitt
                                        Chief Executive Officer


                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v089541_ex99-1.txt
<TEXT>

OWINGS MILLS, Md., October 4/PRNewswire-FirstCall/ -- Medifast, Inc. (NYSE:MED)
announced today that based on the current business outlook, the Company is
updating full year guidance for the year ending December 31, 2007. The Company
expects to report revenue of $81 to $83 million with after-tax profit of $.31 to
$.33 per diluted share. Previously, the Company expected to report revenue of
$85 to $88 million with after-tax profit of $0.45 to $0.46 per diluted share.

The year of 2007 has been largely focused on setting the stage for the near
future and long term growth of the Medifast business. The Company made
significant strategic investments in the internal capabilities of the business
to drive revenues and to best capitalize on and retain future growth. This
included building internal technical infrastructure, upgrading personnel
capabilities, forming strategic alliances with industry leaders, and investing
in future advertising campaigns to grow the awareness of the Medifast brand.

Included in these investments, was a substantial advertising spend utilized for
testing unproven media campaigns, as well as integrating our TV, print, and web
campaign to support the growth of the entire business model. The Company also
ramped up its capabilities to better monitor and analyze the results of the
advertising dollars spent. The Company believes this advertising spend, although
not producing immediate results, was necessary to target venues the Company will
pursue in its larger future media campaigns.

During the second and third quarters of 2007, the Company invested in celebrity
endorsement contracts for the creation of a new adverting campaign. This
campaign has proven to be more effective than past advertising campaigns. The
successful results have been most evident in the web advertising spend,
including increased banner ad click through rates as well as increased traffic
from search engines. The television and print advertising campaigns have also
shown increased effectiveness, however due to the timing of the rollout of these
venues, the full impact is yet to be realized. Due to the late in the year
launch of these campaigns and expected seasonality in the November and December
holiday months, the Company will not recognize the major benefits of the proven
campaigns until the following year.

In the fourth quarter of 2007 the Company plans to update the new campaign which
will be launched in the first quarter of 2008. The updated campaign will
highlight all of the essential investments made in the business over the course
of 2007, and will feature our two celebrity spokeswomen, who have both lost
significant weight on the Medifast program. The campaign will also feature the
release of the new Medifast program, highlighting results associated with the
advantages of our clinically proven products and our extensive choices for
customer support.

We believe that the new campaign will be the most successful advertising
campaign in Company history in acquiring both new customers as well as
reactivating former Medifast customers. The proven strategy will now feature
even slimmer celebrity spokeswomen along with the release of a new Medifast
program. The upcoming campaign, along with the recent strategic investments to
make the campaign more effective and to extend the customer's lifetime value
will be driving forces to propel Medifast into strong future growth patterns.
Programs recently implemented to increase Lifetime value and drive revenue
include a newly built in-house call center, the launch of the consumer auto ship
program, an enhanced customer web platform for ordering, and an improved version
of the MyMedifast support community.

The Take Shape for Life division has been experiencing recent recruiting growth
of over 100% as compared to the same time in 2006. This recent growth in health
coaches can largely be attributed to a very well attended and successful 2007
National Convention. This shows not only the activity levels of health coaches
increasing, but also the intensity of the health coach field. The Company
believes that the growth in health coach activity is a positive trend that
should continue, and will lead to significant revenue growth in the near future.

<PAGE>

The company has also begun the expansion of its Medifast Weight Control Centers
in the Dallas market, and will be opening the Houston market in the first
quarter of 2008. The Company believes this business will be a major driver of
revenues and profits for the Medifast business as it continues to expand. The
Company plans to continue the expansion of the Medifast Weight Control Centers
with both additional corporate locations as well as offering the model through a
franchise opportunity moving forward.

"We are very pleased with the proven results of our new advertising campaign
featuring Genie Francis and Kristy Swanson and are excited to launch a
completely updated campaign in the first quarter of 2008 that will further
showcase the power of the clinically proven Medifast program. The updated
campaign will highlight the fantastic results that can be achieved quickly and
safely on Medifast by featuring our spokeswomen at their goal weights. The
campaign will differentiate our brand in the marketplace with a new Medifast
program and increased emphasis on the many ways we support our customers. We are
also pleased with the organic growth in our Take Shape for Life organization and
the anticipated expansion of Medifast Weight Control Centers and will continue
to expand on our advertising message in 2008 to promote our extensive choices
for customer support on the Medifast program. The strategic investments we've
made in proving our new advertising model this fall as well as the upgrades to
our web platform and call center technologies have placed Medifast in the
position to realize significant revenue and profit growth in 2008," stated
Michael S. McDevitt, Chief Executive Officer.

About Medifast:  (www.choosemedifast.com)

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.

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.


Contact: Medifast, Inc. (NYSE:MED)
         ir@medifastdiet.com
         Investor relations
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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