8-K 1 v468396_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): June 5, 2017

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.)

3600 Crondall Lane, 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:

| ☐ | 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

| Item 7.01. | Regulation FD Disclosure.

On June 5, 2017, Daniel R. Chard, Chief Executive Officer of Medifast, Inc. (the “Company”), will make a presentation at the Direct Selling Association 2017 Annual Meeting in Orlando, Florida. Mr. Chard will make his presentation at 1:35 EDT. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and will be archived online on the Investor Relations section of the Company’s website at https://ir.medifastnow.com/ through June 19, 2017.

The information contained in the presentation is summary information that should be considered in the context of the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements the Company may make by press release or otherwise from time to time. The Company undertakes no duty or obligation to publically update or revise the information in the presentation, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1, 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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

| Item 9.01. | Financial Statements and Exhibits.

| (d) | Exhibits.

| 99.1 | Presentation dated June 5, 2017.

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
|  | Jason L. Groves, Esq. Executive Vice President and General Counsel
Dated: June 5, 2017 |

EXHIBIT INDEX

| No. | Description

| 99.1 | Presentation dated June 5, 2017.