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 26,
2007
MEDIFAST,
INC.
(Exact
name of registrant as specified in its
charter)
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
3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
In
June
2005, the Securities and Exchange Commission approved certain amendments
to the
continued listing criteria for issuers with a class of securities registered
on
the New York Stock Exchange (the "NYSE"), under Rule 802.01 of the NYSE's
Listed
Company Manual. Under these continued listing requirements, as they apply
to
Medifast, Inc. ("Medifast"), Medifast would be considered "below criteria"
if
its average market capitalization is less than $75
million over a 30 trading-day period and, at the same time, its stockholders'
equity is less than $75 million.
Medifast
received official notice from the NYSE that it has fallen "below criteria"
under
the new continued listing requirements, as its total market capitalization
was
less than $75 million over a 30 trading-day period and its stockholders'
equity
was less than $75 million as reported in its press release issued December
26,
2007.
Under
the
applicable NYSE compliance procedures, Medifast has 45 days from
the
date of its receipt of the notice to submit a plan to the NYSE to demonstrate
its ability to achieve compliance with the continued listing standards within
18
months. Medifast has submitted such a plan. In order to achieve compliance
with
the new continued listing standards, Medifast would have to increase its
stockholders' equity to $75 million, or demonstrate a market capitalization
of
at least $75 million, but not necessarily both, at the end of the 18-month
compliance period or for two consecutive quarters.
Item
9.01 Financial
Statements and Exhibits
Exhibits
pursuant to Item 7.01
99.1
Press release dated December 26, 2007, announcing its receipt of the notice
from
the NYSE. A copy of the press release is attached as Exhibit 99.1 to this
report.