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) July 22, 2009
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) (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
The
Chairman of the Board of Directors of Medifast Inc. (NYSE: MED), our Directors,
Employees and Associates are delighted that one of our Medifast Independent
Directors, Lt. Gen. Dennis McCarthy (Ret) has been nominated by President Obama,
and confirmed by the U.S. Senate, as the new Assistant Secretary of Defense for
Reserve Affairs.
Gen.
McCarthy has served his country in the United States Marine Corps for over 36
years and most recently was the Executive Director of the Reserve Officers
Association of the United States.
“Medifast’s
Board of Directors applauds this appointment of a great American and a dedicated
public servant,” said Bradley T. MacDonald, Executive Chairman of the Board,
Medifast, Inc. “Gen. McCarthy has served on the Board of Medifast since 2006 and
has made remarkable contributions to the growth and profitability of Medifast.
His insights into the marketplace of today’s consumers were invaluable and his
detailed understanding of Commercial Law and Ethics has served the shareholders
of Medifast well.”
Due to
his appointment, Gen. McCarthy must resign from the Board of Medifast effective
the day of his confirmation by the U.S. Senate. The Board of Directors is
delighted that he is serving our Nation in such an important position protecting
our nation with our citizen Soldiers, Sailors, Airmen and Marines and we want to
commend Gen. McCarthy for his service to the Company.
Medifast
Board Members and Executives have a history of service to the United States of
America: Maj.Gen. Leo V. Williams III, USMCR (Ret.) is the Executive Vice
President of Medifast and the Chairman of the Board of Take Shape for Life, Col.
Bradley T. MacDonald USMCR (Ret.) is the Executive Chairman of the Board of
Medifast Inc. and Capt. Joseph Calderone USNR (Ret.) is an independent director.
We honor all those that currently serve our nation in the United States
Armed Services as we fight this global war on terror. All Medifast Associates
extend our best wishes to Gen. McCarthy and his wife Rosemary as they continue
their service
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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Dated: July
22, 2009
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/s/ Michael
S. McDevitt |
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Michael
S. McDevitt |
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Chief
Executive Officer |
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