Current Report Filing (8-k)
2014年6月3日 - 7:01PM
Edgar (US Regulatory)
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 2, 2014
MEDIFAST, INC.
(Exact name of registrant as specified in
its Charter)
Delaware |
|
001-31573 |
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13-3714405 |
(State or other jurisdiction |
|
(Commission file number) |
|
(IRS Employer |
of incorporation) |
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Identification No.) |
3600 Crondall Lane, Owings Mills,
Maryland, 21117
(Address of Principal Executive Offices)
(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):
| 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)) |
On June 2, 2014, Medifast, Inc. issued
a press release announcing that it has entered into an agreement to sell an additional 12 Medifast Weight Control Centers located
in Northern Virginia and Southern Maryland owned by its subsidiary, Jason Properties, Inc., to TRANSFORMU, LLC.
A copy of the Press Release is filed as
Exhibit 99.1 attached hereto and is incorporated by reference herein.
| Item 9.01. | Financial Statements and
Exhibits. |
| 99.1 | Press release dated June
2, 2014 |
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: |
/s/ Jason L. Groves, Esq. |
|
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Jason L. Groves, Esq.
Executive Vice President and General Counsel |
|
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Dated: June 2, 2014 |
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EXHIBIT INDEX
| 99.1 | Press Release dated June 2, 2014 |
Exhibit 99.1
![](medlogo.jpg)
Medifast Agrees to Sell an Additional
12 Weight Control Centers in Washington, D.C. Market to Strategic Partner, TRANSFORMU
Sale of Centers is Part of Medifast’s
Ongoing Effort to Transition the Corporate Centers to Franchise Ownership
OWINGS MILLS, Md., June 2, 2014 –
Medifast, Inc. (NYSE: MED), a leading United States manufacturer and provider of clinically proven, portion-controlled weight-loss
products and programs, announced today that a subsidiary of Medifast has entered into an agreement to sell an additional 12 Medifast
Weight Control Centers located in Northern Virginia and Southern Maryland to TRANSFORMU, a South Carolina-based LLC. The Centers
will be operated as Medifast Weight Control Centers by TRANSFORMU under franchise agreements with another Medifast subsidiary.
The sale is subject to customary closing conditions.
This deal advances Medifast’s previously
announced plan to transition their corporate Weight Control Centers to the franchise model. Under Medifast’s franchise model
and through its Weight Control Centers, TRANSFORMU will help members define specific needs, maximize plan effectiveness and enable
members to achieve lasting results through tailored weight loss and weight management plans.
“This sale is
another critical milestone in our strategic plan to transition to a franchise model,”
said Mike MacDonald, Chairman and Chief Executive Officer of Medifast. “D.C. is a major market for us and TRANSFORMU
is well respected in the weight loss center business. This demonstrates their tremendous confidence in our brand and in our program.
We look forward to working with TRANSFORMU to support their efforts.”
The senior management team of TRANSFORMU
brings tremendous experience in the weight loss center business. “We are excited to enter the D.C. market under the banner
of a premier brand like Medifast,” said Ron Fields, Chief Executive Officer of TRANSFORMU. “Acquiring the Medifast
Weight Control Centers will allow us to fulfill our mission and passion to make a difference in the lives of individuals and the
greater community. We look forward to guiding clients through their weight loss journeys and supporting them in reaching their
goals.”
MED-G
About Medifast:
Medifast (NYSE:
MED) is the leading easy-to-use, clinically proven, portion-controlled 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 coaching
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.
![](medlogo.jpg)
About TRANSFORMU LLC:
TRANSFORMU is a South Carolina-based LLC organized for the
purposes of purchasing the assets of Medifast Weight Control Centers and acquiring franchise rights from certain
Medifast’s subsidiaries, by James S. Smith, Ron M. Fields, Jr. and Norma Hubble. The organization will acquire
Medifast franchise rights for the D.C. market area.
Forward-looking Statements:
Forward-looking statements in this press release regarding our
expectations, plans, anticipated benefits related to the sale, the closing of the sale, and all other statements that are not historical
facts, are made under the safe harbor provisions of the private securities litigation reform act of 1995. These statements are
based on assumptions believed by Medifast to be reasonable and speak only as of the state on which such statements are made. We
undertake no obligation to update such statements to reflect events or circumstances arising after such date, and we caution investors
not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those described in the statements based on a number of factors, including
but not limited to the following: delays associated with closing the sale; anticipated benefits of the sale; effectiveness of our
management strategies and decisions; and other risk factors described from time to time in the Medifast’s Form 10-K, (including
all amendments to that report) filed with the U.S. Securities and Exchange Commission.
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