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 31, 2003
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23016 13-3714405
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Ident. 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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(Former name or former address, if changed since last report.)
Item 5. Other Events
The Medifast Annual Shareholder Meeting was held on July 25, 2003 at The
American Stock Exchange. The Shareholders voted in favor of the classification
of the Board of Directors into three classes consisting of Class I, Class II and
Class III based on seniority and to amend the Company bylaws accordingly . The
shareholders voted Bradley MacDonald (91%) and Donald Reilly (96%) into Class I,
Scott Zion (96%) and Michael MacDonald (91%) into Class II, and Mary Travis
(96%) and Michael J. McDevitt (96%) into Class III. Additionally, the
shareholders approved the reappointment of Wooden & Benson, Chartered, as the
Company's independent auditors for the fiscal year ending December 31, 2003.
The Directors elected Mr. Bradley T. MacDonald as Chairman of the Board,
CEO, Treasurer and Secretary, and Mr. Scott Zion as Assistant Secretary of the
Corporation.
The stockholders approved and the Directors amended the Company's 1993
stock option plan and increased the number of authorized stock options from one
million (1,000,000) to one million two hundred fifty thousand (1,250,000) in
order to provide incentives for employees, directors, and consultants
performance.
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.
MEDIFAST, INC.
Dated: July 31, 2003
/s/ Bradley T. MacDonald
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Bradley T. MacDonald
Chairman and Chief Executive Officer