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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) JANUARY 4, 2007
MEDIFAST, INC.
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(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 File Number) Ident. No.)
or organization)
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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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On January 4, 2007, Medifast, Inc. (the "Company's) announced that Bradley T.
MacDonald, Chairman and CEO will transition his CEO responsibilities to Michael
S. McDevitt, President and CFO on March 1, 2007 in connection with its
previously announced succession plan.
In addition, Margaret E. MacDonald will become the President and Chief Operating
Officer of Medifast Inc on March 1, 2007. Ms. MacDonald is currently the Senior
VP of Operations.
A press release announcing the promotion of Michael S. McDevitt and Margaret
MacDonald is attached hereto as Exhibit 99.1.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits pursuant to Item 5.02
99.1 Press release dated January 4, 2007, announcing the promotion of two
principal officers
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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.
Dated: January 4, 2007
/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer
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