Amended Current Report Filing (8-k/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

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 12, 2019

 

MEDIFAST, INC.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)	001-31573 (Commission File Number)	13-3714405 (I.R.S. Employer Identification No.)
100 International Drive, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: [phone]
N/A (Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MED	New York Stock Exchange

 

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 (see General Instruction A.2. below):

 

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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))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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Explanatory Note

 

This Amendment No. 1 to Current Report on Form 8-K amends a Current Report on Form 8-K filed by Medifast, Inc. on June 13, 2019 (the “Report”), and is being filed solely to file a corrected version of Exhibit 3.1, an incorrect version of which was included in the Report. The incorrect version of Exhibit 3.1 filed with the Report contained errors in Article 2.3 and Article 2.5. A copy of the correct version is attached to this filing as Exhibit 3.1, which correct version properly indicates that the Board of Directors of the Company was declassified commencing with the Company’s annual meeting in 2015, and remains declassified.

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

3.1

Amended and Restated Bylaws of Medifast, Inc.

 

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

Signature

 

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.
	By:	/s/ Timothy Robinson
		Timothy Robinson Chief Financial Officer
Dated: December 4, 2019