Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 13, 2012



(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


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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(b) On November 13, 2012, Brendan N. Connors notified Medifast, Inc. (the “Company”) of his resignation as Chief Financial Officer. Edward Powers, who has served as the Company’s Senior Corporate Controller since 2011, was appointed acting Chief Financial Officer effective November 13, 2012. The Company intends to conduct a national search for the CFO position.


A press release issued by the Company in connection with Mr. Connor’s resignation is furnished herewith as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits


(d) Exhibits



Exhibit No.Description

99.1Press Release issued by Medifast, Inc. on November 13, 2012.





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.


Dated: November 14, 2012  
  /s/ Edward Powers
  Edward Powers
  Acting Chief Financial Officer