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 26, 2002 MEDIFAST, INC. (Exact name of registrant as specified in its charter) Delaware 000-23016 13-3714405 ---------------------------------- ------------------------ ------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation or organization) Ident. No.) 11445 Cronhill Drive, Owing Mills, Maryland 21117 ------------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (410)-581-8042 -------------- -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) -------------------------------------------------------------------- -------------------------------------------------------------------- Item 5. Other Events 1.) With the approval of the Medifast, Inc. Board of Directors, the Company has purchased on July 26, 2002, Seven Crondall Associates, a Maryland Limited Liability Corporation which owns the assets of the building and grounds of 11445 Cronhill Drive, Owings Mills, Maryland. The building is an FDA approved manufacturing facility currently leased by the Company. Medifast purchased the LLC company for Three Million Four Hundred Thousand Dollars ($3,400,000). The Medifast Board of Directors has approved and the Company has entered into a secured term note with Mercantile-Safe Deposit and Trust Company for a new financing package as follows: Loan Amount Term Interest Rate ----------- ---- ------------- $2,850,000 15 years LIBOR + 275 bases points 550,000 Revolving Prime Rate This loan package will be secured by the building, grounds, equipment, receivables, and inventory owned by Medifast, Inc. and its subsidiaries. The purchase of the manufacturing facility and the new revolving credit line gives the Company the necessary financing to fund its growth and business plan while securing its future in a state of the art food and pharmaceutical grade manufacturing facility. 2.) Mr. Bradley T. MacDonald, Chairman and CEO of Medifast, Inc. has purchased 10,000 shares of Series "C" Preferred Convertible Stock from another shareholder in a private transaction for $10,000.00, or $1.00 per share. 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 26, 2002 /s/ Bradley T. MacDonald ------------------------------------ Bradley T. MacDonald Chairman and Chief Executive Officer 2