Current Report Filing (8-k)
13 Dicembre 2019 - 10:32PM
Edgar (US Regulatory)
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2019-12-12
2019-12-13
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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):
December 13, 2019
MEDIFAST, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other
jurisdiction of incorporation)
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001-31573
(Commission
File Number)
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13-3714405
(I.R.S. Employer
Identification No.)
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100 International Drive, Baltimore, Maryland 21202
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (410) 581-8042
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N/A
(Former Name or Former Address, if Changed
Since Last Report)
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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MED
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New York Stock Exchange
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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 (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On December 13, 2019,
Medifast, Inc. (the “Company”) entered into an amendment to the Rights Agreement (the “Rights Agreement”),
dated as of November 21, 2019, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Amendment”).
The Amendment amends
the definition of “Acquiring Person” contained in Section 1(a) of the Rights Agreement to provide that, in addition
to the other exemptions set forth therein, an Acquiring Person shall not include any Person who or which together with all Affiliates
or Associates of such Person is the Beneficial Owner of less than 20% of the Common Stock then outstanding and who or which is
entitled to file, and has in calendar year 2019 filed, prior to the date of the Amendment, a statement on Schedule 13G (or any
comparable or successor report), reflecting Beneficial Ownership of more than 10% of the Common Shares outstanding at the time
of such filing.
A copy of the Amendment
has been filed as Exhibit 4.1 hereto and is incorporated herein by reference. The foregoing description is qualified in its entirety
by reference to the attached Amendment. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them
in the Amendment.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The description of
the Amendment set forth above under Item 1.01 “Entry Into a Material Definitive Agreement” is incorporated into
this Item 3.03 by reference.
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Item 9.01.
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Financial Statements
and Exhibits.
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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.
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MEDIFAST, INC.
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(Registrant)
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By:
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/s/
Jason L. Groves, Esq.
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Name:
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Jason L.
Groves
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Title:
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Executive Vice President,
General Counsel & Corporate Secretary
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Date: December 13, 2019
Grafico Azioni Medifast (NYSE:MED)
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