UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April 14, 2010
MEDIFAST,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23016
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13-3714405
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Ident. No.)
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11445 Cronhill Drive, Owing Mills,
Maryland
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21117
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(Address
of principal executive offices)
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(Zip
Code)
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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:
o Written communications pursuant to
Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes In Registrant's Certifying Accountant.
(a)
Dismissal of Friedman, LLP
(a) On
April 14, 2010, the Audit Committee (the “Audit Committee”) of the Board of
Directors (the “Board”) of Medifast, Inc. (the “Company”) determined to dismiss
Friedman LLP (“Friedman”) as the Company’s independent registered public
accounting firm. The Company then notified Friedman of the dismissal on
April 14, 2010.
Friedman’s
reports on the Company’s consolidated financial statements and on the
effectiveness of internal control over financial reporting as of and for the
year ended December 31, 2009 did not contain an adverse opinion or a disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles, except as follows:
1)
Friedman’s report on the effectiveness of internal control over financial
reporting as of December
31, 2009 indicates that the Company did not maintain effective internal control
over financial
reporting as of December 31, 2009 because of the effect of material weaknesses
on the income tax provision calculation.
On
January 1, 2010 Bagell, Josephs, Levine, and Company, LLP merged with
Friedman, LLP. The Company’s premerger predecessor audit firm,
Bagell, Josephs, Levine and Company, LLP, reports on the Company’s consolidated
financial statements and on the effectiveness of internal control over financial
reporting as of and for the year ended December 31, 2008 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.
During
the Company’s two most recent fiscal years ended December 31, 2009 and December
31, 2008 and the subsequent period through April 13, 2010, the Company did not
have any disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K) with Friedman, LLP or
the premerger predecessor firm, Bagell, Josephs, Levine, and Company
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Friedman, LLP or Bagell, Josephs, Levine, and Company,
LLP would have caused it to make reference to the subject matter of
the disagreements in connection with its report. Also during this period, there
have been no reportable events other than discussed in 1) above, as that term is
described in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Friedman with a copy of these disclosures and has requested
that Friedman furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements and, if
not, stating the respects in which it does not agree. This letter from Friedman
is attached as Exhibit 16.1 to this current report on Form 8-K.
(b)
Engagement of McGladrey &Pullen
Since
Congress instituted the Sarbanes Oxley provisions for public companies, the
number of accounting firms who audit public companies has significantly
declined. Due to the consolidation and mergers of Accounting Firms who are
qualified to audit public companies, smaller regional accounting firms like
Bagell, Josephs, Levine and Company LLP now have merged into larger,
more diversified regional firms like Friedman, LLP.
Medifast, Inc. upon being notified of this merger in late
December, just prior to the annual inventory, continued with the surviving
accounting firm entity to complete its 2009 Audited Financial
Statements.
The
Medifast Audit Committee conducted a complete review of the audit, tax and
Sarbanes Oxley compliance needs of Medifast, Inc. which has experienced
significant growth in revenues, profits and taxes. The Chairman of
the Audit Committee, Mr. Charles Connolly, after significant deliberations and
review, has announced that as of April 14, 2010, Medifast Inc. (NYSE-MED) has
engaged the firm of McGladrey & Pullen (McGladrey) of Baltimore, MD to
perform audit and tax services for Medifast, Inc. The Committee
determined that McGladrey has extensive resources and experience with
public companies on a national and regional basis to better serve
Medifast. This represents the first time Medifast, Inc. (NYSE-MED)
has elected to change auditors since 2004.
The
Company did not engage McGladrey in any prior consultations during the Company’s
fiscal years ended December 31, 2009 and December 31, 2008 or the subsequent
period through the date of the filing of this current report on Form 8-K
regarding either: (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s consolidated financial statements, and
neither a written report nor oral advice was provided to the
Company by McGladrey with such conclusions which was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing, or financial reporting issue; or (ii) any matter that was the subject
of either a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K) or a reportable event
(as defined in Item 304(a)(1)(v) of Regulation S-K).
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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Dated: April
29, 2010
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/s/ Michael S.
McDevitt
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Michael
S. McDevitt
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Chief
Executive Officer
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