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) June 7, 2002
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 File Number) (IRS Employer
of incorporation or organization) 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
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
The Medifast Annual Shareholder Meeting was held on June 6, 2002 at
Villanova University in Villanova, PA. The Shareholders (82% voted in favor)
elected the following slate of Directors: Mr. Bradley T. MacDonald, Rev. Donald
F. Reilly, O.S.A., Mr. Michael C. MacDonald, Mr. Scott Zion and Mr. David
Scheffler. The shareholders approved the reappointment of Wooden & Benson,
Chartered, as the Company's independent auditors for the fiscal year ending
December 31, 2002.
The Directors elected Mr. Bradley T. MacDonald as Chairman of the Board,
CEO, Treasurer and Secretary, and Mr. Scott Zion as Assistant Secretary of the
Corporation.
The stockholders approved and the Directors amended the Company's 1993
stock option plan and increased the number of authorized stock options from
seven hundred thousand (700,000) to 1 million (1,000,000) in order to provide
incentives for employees, directors, and consultants performance.
The stockholders approved and the Directors consented to increase the
number of authorized shares of common stock by five million (5,000,000) shares
to fifteen million (15,000,000) shares.
The Directors authorized the company to purchase the building at 11445
Cronhill Drive, Owings Mills, Maryland for 3.4 million dollars and directed the
CEO to arrange financing on favorable terms to close the transaction in 60 days.
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.
Dated: June 7, 2002
/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer