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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) August 14, 2006
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23016 13-3714405
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Ident. No.)
11445 Cronhill Drive, Owing Mills, Maryland 21117
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(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))
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ITEM 3.01 TRANSFER OF LISTING
On August 14, 2006, Medifast, Inc. (the "Company") made application with the
Securities and Exchange Commission to effect the withdrawal of the Company's
common stock from listing on the American Stock Exchange. On the same day, the
Company received authorization from the New York Stock Exchange (the "NYSE") to
list the Company's common stock on the NYSE.
ITEM 8.01 OTHER EVENTS
On August 14, 2006, Medifast, Inc. announced its application to withdraw its
common stock from listing on the American Stock Exchange and its intention to
list such shares with the New York Stock Exchange commencing on August 25, 2006.
The full text of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated August 14, 2006 of Medifast, Inc.
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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.
Date: August 14, 2006 By: /s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer
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