Amended Current Report Filing (8-k/a)
December 04 2019 - 6:02AM
Edgar (US Regulatory)
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2019-06-11
2019-06-12
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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)
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001-31573
(Commission
File Number)
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13-3714405
(I.R.S. Employer
Identification No.)
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100 International Drive, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number,
including area code: (410) 581-8042
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N/A
(Former Name or Former Address, if Changed
Since Last Report)
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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MED
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New York Stock Exchange
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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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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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¨
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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.
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Item 9.01.
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Financial Statements
and Exhibits.
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104.1
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Cover Page Interactive Data File (embedded within the
Inline XBRL Document)
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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.
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MEDIFAST, INC.
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By:
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/s/ Timothy Robinson
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Timothy Robinson
Chief Financial Officer
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Dated: December 4, 2019
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