Form 8-K MEDIFAST INC For: Jun 09

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 9, 2015

 

MEDIFAST, INC.

(Exact name of registrant as specified in its Charter)

 

Delaware		001-31573		13-3714405
(State or other jurisdiction		(Commission file number)		(IRS Employer
of incorporation)				Identification No.)
3600 Crondall Lane, Owings Mills, Maryland (Address of Principal Executive Offices)				21117 (Zip Code)

 

Registrant’s telephone number, including area code: (410)-581-8042

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

¨

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))

  

  

Item 8.01.

Other Events.

 

On June 9, 2015, Margaret E. Sheetz, President, Chief Operating Officer and Director of Medifast, Inc. (the “Company”) adopted a 10b5-1 stock trading plan. The plan provides for the sale of shares of the Company’s common stock (“Common Stock”) held by Ms. Sheetz. Under the plan, beginning June 10, 2015, a brokerage firm will be authorized to sell a certain number of shares of Common Stock periodically provided the price per share is above certain levels. The plan expires on May 31, 2016. The maximum number of shares of Common Stock that can be sold over the duration of the plan is 100,000 shares.

 

The foregoing trading plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy. Rule 10b5-1 allows individuals who are not in possession of material, non-public information at the time a stock trading plan is adopted to establish prearranged written plans to buy or sell a specified number of shares of a company’s stock. The foregoing trading plan contains certain pre-determined minimum price conditions in order for trading to occur. The Plan provides for sales spread out over a set period of time with the goal of gradually diversifying the individual’s investment portfolio, while limiting market impact from such stock sales.

 

Transactions under the foregoing trading plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission, to the extent required by law.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1

Press release dated June 9, 2015

 

 

 

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: June 9, 2015

 

 

 

  

EXHIBIT INDEX

 

	Exhibit No.	Description
	99.1	Press Release dated June 9, 2015

 

 

 

 

Exhibit 99.1

 

 

 

Tonja Paylor

[email protected]

443-379-5012

 

Medifast Announces Adoption of Rule 10b5-1 Plan by Executive Officer

 

OWINGS MILLS, MD (June 9, 2015) — Medifast, Inc. (NYSE: MED), a leading United States manufacturer and provider of clinically proven weight-loss and healthy living products and programs, announced today that President & Chief Operating Officer, Margaret Sheetz, has adopted an individual stock trading plan. The trading plan is designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and with the Company’s insider trading policy.

 

Ms. Sheetz informed the Company that she intends to sell up to a total of 100,000 shares of Company common stock, a portion of her total holdings. The plan expires on May 31, 2016. The goal of the plan is to diversify Ms. Sheetz’s investment portfolio, while limiting market impact from such stock sales.    

 

 

MED-G

 

About Medifast:

Medifast (NYSE: MED) is the leading easy-to-use, clinically proven weight-loss program. The company sells its products and programs via four unique distribution channels: 1) the Web and national call centers, 2) the Take Shape For Life personal health coach division, 3) Medifast Weight Control Centers, and 4) a national network of physicians. Medifast was founded in 1980 and is located in Owings Mills, Maryland. For more information, log onto www.MedifastNow.com.

 

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