8-K 1 v375390_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 22, 2014

MEDIFAST, INC.

(Exact name of registrant as specified in its Charter)

Delaware |  | 001-31573 |  | 13-3714405
(State or other jurisdiction |  | (Commission file number) |  | (IRS Employer
of incorporation) |  |  |  | Identification No.)

11445 Cronhill Drive, Owings Mills, Maryland, 21117

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (410)-581-8042

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

| ¨ | 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 7.01. | Regulation FD Disclosure.

On April 22, 2014 at 9:00 a.m. EST, Michael C. MacDonald, Chairman and Chief Executive Officer, Timothy G. Robinson, Chief Financial Officer, Margaret E. Sheetz, President and Chief Operating Officer, and Brian Kagen, Executive Vice President and Chief Marketing Officer, of Medifast, Inc. (the “Company”) will give a presentation to analysts in New York, New York. The presentation will be broadcast live over the Internet hosted at the Investor Relations section of the Company’s website at http://ir.medifastdiet.com/, and will be archived online through May 22, 2014.

The slides used during the presentation are furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including the presentation slides furnished as Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

| Item 9.01. | Financial Statements and Exhibits.

| (d) | Exhibits.

| 99.1 | Presentation.

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Signature

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.
| By: | /s/ Jason L. Groves, Esq.
|  | Jason L. Groves, Esq.
|  | Executive Vice President and General Counsel

Dated: April 22, 2014

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