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) May 9, 2008
MEDIFAST,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23016
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13-3714405
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(State
or other
jurisdiction
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(Commission
File
Number)
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(IRS
Employer
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of
incorporation or
organization)
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Ident.
No.)
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11445
Cronhill Drive, Owing Mills,
Maryland
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21117
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(Address
of principal executive
offices)
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(Zip
Code)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section
5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
May 7,
2008, Medifast, Inc.’s (the “Company’s) Board of Directors elected a new
independent board member to the Owings Mills, Md based meal replacement company.
The newly elected board member is Barry B. Bondroff, CPA. Mr. Bondroff,
currently a Senior Managing Director with SMART, a diverse team of business
advisory professionals founded in 1988, brings over 35 years of experience
providing companies of all sizes and industries with practical and
cost-effective accounting, assurance, tax, business, technology and financial
advisory services.
Prior
to
managing SMART, Bondroff was the Managing Partner for Grabush, Newman & Co.,
P.A., which combined with SMART in May 2003. Bondroff began his career with
Grabush Newman in 1970, and in 1976 became Officer and was promoted to Managing
Partner in 1982. He earned his Bachelor of Science degree in Accounting from
the
University of Baltimore.
Bondroff
also serves on the Board of Directors for the publicly traded First Mariner
Bank
of Maryland, a NASDAQ listed SEC registrant. Bondroff is active with First
Mariner serving on the Executive Committee, Loan Committee, Audit Committee
and
as Chairman of the Compensation Committee. First Mariner was a start-up bank
that demanded detailed oversight by Bondroff and all Board members.
Including
First Mariner, Bondroff has extensive bank experience, serving on the leadership
team responsible for the first bank proxy battle in the country resulting in
the
successful takeover of The Bank of Baltimore, a NYSE listed SEC registrant.
In
that capacity Bondroff was actively involved in rebuilding the bank and
providing oversight and governance in transition.
In
addition to his professional affiliations, Bondroff served on the Executive
Committee for Israel Bonds and was a Director of Cycle Across Maryland. Bondroff
has served the National Jewish Medical and Research Center, the Jewish Center
for Business Development and has assisted the Baltimore Symphony Orchestra
in
its fundraising efforts. In addition, Barry was a past President and Treasurer
of the Edward A. Meyerberg Northwest Senior Center, and also served as a Member
of the Board of Directors for the Levindale Hebrew Geriatric Center and
Hospital.
Mr.
Bondroff is not a party to any transaction with the Company or any subsidiary
of
the Company, and the Company has not entered into arrangements in connection
with his election to the Board of Directors.
On
May 6,
2008, Mr. Richard T. Aab announced his resignation from the Medifast Board
of
Directors. Mr. Aab was elected to a one year term on September 7, 2007. Mr.
Aab
is unable to complete his one-year term due to the demands on his time
supporting his successful businesses and multiple charitable organizations.
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.
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MEDIFAST, INC. |
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| Date: May
9,
2008 |
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/s/ Michael
S. McDevitt |
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Michael
S. McDevitt |
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Chief
Executive Officer |