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) July 24, 2003
Medifast, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23016 13-3714405
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
11445 Cronhill Drive, Owing Mills, Maryland 21117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 581-8042
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 25, 2003, the Company announced that it had sold an aggregate of 550,000
shares of common stock and warrants to purchase 82,500 shares of common stock
(the "PIPE Shares") to Mainfield Enterprises, Inc. and Portside Growth &
Opportunity Fund. The shares of common stock were sold for a cash consideration
of $12.40 per share, or a total of $6,820,000, and the warrants, exercisable for
a period of five years from the date of issuance, at an exercise price equal to
one hundred fifteen percent (115%) of the five-day volume weighted average price
(the "PIPE Transaction"), all pursuant to the terms of that certain Securities
Purchase Agreement by and between the Company and Mainfield Enterprises, Inc.
and Portside Growth & Opportunity Fund dated as of July 24, 2003 (the
"Securities Purchase Agreement"). The PIPE Shares were issued in a private
placement transaction pursuant to Section 4(2) and Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the PIPE
transaction, the Company also agreed to cause a shelf registration statement
covering the PIPE Shares to be filed no later than thirty (30) days after the
closing of the Pipe Transaction. A copy of the Securities Purchase Agreement is
attached as Exhibit-1 to this Current Report on Form 8-K and is incorporated
herein by reference.
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A copy of the press release issued by Registrant on July 25, 2003 concerning the
foregoing transaction is attached as Exhibit-2 to this Current Report on Form
8-K and is incorporated herein by reference.
ITEM 7. Exhibits
Ex-1 Spa and exhibits
A Form of Warrant
B Opinion of Company Counsel
C Plan of Distribution
D Transfer Agent Instructions
E Lock-up Letter
Schedule
3.1(a) *
3.1(f) *
3.1(i) *
3.1(l) *
3.1(p) *
4.7 *
Ex-2 Press Release
* To be filed by amendment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
MEDIFAST, INC.
Dated: July 25, 2003
/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer
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