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 26, 2010
MEDIFAST,
INC.
(Exact
name of registrant as specified in its charter)
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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))
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Item
4.01
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Changes
In Registrant's Certifying
Accountant.
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Medifast,
Inc. (the “Company”) was notified that the audit practice of Bagell, Josephs,
Levine & Company, LLC, the Company’s independent registered public
accounting firm (“BJL”), was combined with Friedman LLP (“Friedman”) on January
1, 2010. BJL resigned as the independent registered public accounting firm of
the Company and, with the approval of the Audit Committee of the Company’s Board
of Directors on January 22, 2010, Friedman was engaged as the Company’s
independent registered public accounting firm.
During
the two years ended December 31, 2008 and from December 31, 2008 through the
engagement of Friedman as the Company’s independent registered public accounting
firm, neither the Company nor anyone on its behalf consulted Friedman with
respect to any accounting or auditing issues involving the Company. In
particular, there was no discussion with the Company regarding the application
of accounting principles to a specified transaction, the type of audit opinion
that might be rendered on the financial statements, or any matter that was
either the subject of a disagreement, as described in Item 304 of Regulation S-K
(“Regulation S-K”) promulgated by the Securities and Exchange Commission (the
“SEC”), with BJL, or a “reportable event” as described in Item 304(a)(1)(v) of
Regulation S-K.
BJL
performed audits of the Company’s consolidated financial statements for the
years ended December 31, 2008 and December 31, 2007. BJL’s reports
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the two years ended December 31, 2008 and from December 31, 2008 through January
21, 2010, there were no (i) disagreements between the Company and BJL on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to its
satisfaction, would have caused BJL to make reference to the subject matter of
such disagreements in connection with its report, or (ii) “reportable events,”
as described in Item 304(a)(1)(v) of Regulation S-K.
The
Company furnished BJL with a copy of this report prior to filing with the SEC
and requested that BJL furnish it with a letter addressed to the SEC stating
whether or not it agreed with the statements made by the Company in this report
insofar as they relate to BJL’s audit services and engagement as the Company’s
independent registered public accounting firm. BJL has furnished a letter
addressed to the SEC dated January 26, 2010 a copy of which is attached hereto
as Exhibit 16.0.
Exhibits
pursuant to Item 4.01
16.0 Bagell,
Josephs, Levine & Company, LLC letter to SEC dated January 26,
2010
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: January
26, 2010
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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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