================================================================================ 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) March 7, 2007 MEDIFAST, INC. (Exact name of registrant as specified in its charter) Delaware 000-23016 13-3714405 --------------------------------- ------------ ------------- (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) 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 7.01 REGULATION FD DISCLOSURE The following information is furnished under "Item 7.01. Regulation FD Disclosure" and "Item 2.02. Disclosure of Results of Operations and Financial Condition." On March 7, 2007, Medifast, Inc. ("Medifast") issued a press release setting forth Medifast's full-year 2007 revenue and diluted earnings per share guidance. A copy of Medifast's press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. ITEM 9.01 EXHIBITS Exhibits pursuant to Item 7.01 99.1 Press release dated March 7, 2007, announcing 2007 revenue and diluted earnings per share guidance 2 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: March 7, 2007 /s/ Michael S. McDevitt --------------------------- Michael S. McDevitt Chief Executive Officer 3