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) June 26, 2009
MEDIFAST,
INC.
(Exact
name of registrant as specified in its charter)
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)
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(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))
Item
8.01 Other Events
Recently
it was disclosed to Medifast, Inc. (the “Company”) by its independent auditors,
Bagell, Josephs, Levine & Company, LLC (“Bagell, Josephs”), that the firm
began operating a wealth management practice through an affiliated entity, BJL
Wealth Management, LLC. Bagell, Josephs informed the Company that the wealth
management practice is focused on tax planning, insurance, and retirement
savings through a variety of investment vehicles. The firm does not provide buy
or sell recommendations on individual stocks, and the wealth management practice
provides no services to the Company.
Upon
learning this information, the Audit Committee of the Board of Directors of the
Company reviewed the services provided and internal controls of Bagell, Joseph’s
wealth management practice to ensure there were no independence issues regarding
the audit services provided by Bagell, Josephs to the Company. Charles Connolly,
Audit Committee Chairman, and former President and CEO of First Union in
Delaware and Pennsylvania along with Audit Committee members Barry Bondroff,
CPA, George Lavin, Esq., and Mary Travis performed an extensive review and are
confident that no independence issues exist with its auditors, Bagell, Josephs,
Levine & Company, LLC. Upon the request of the Audit Committee, Bagell,
Josephs also reconfirmed its independence by delivering an updated letter to the
Audit Committee pursuant to Rule 3526 of the Public Company Accounting Oversight
Board.
Based on
such review and letter, it was concluded that Bagell, Joseph’s independence with
respect to the Company was not impaired by the establishment of the wealth
management practice.
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: June
26, 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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