VIA EDGAR AND
FACSIMILE
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E., Mail Stop 4561
Washington,
DC 20549
Branch
Chief
Item 4.01
Form 8-K
Filed
April 16, 2010
File No.
0-23016
Dear Mr.
White:
Medifast,
Inc. (the “Company”), is
responding to the comments of the Staff of the Securities and Exchange
Commission (the “Commission”)
contained in your letter dated April 16, 2010 to Michael S. McDevitt, Chief
Executive Officer of the Company, with respect to the Item 4.01 on Form 8-K
filed with the Securities and Exchange Commission on April 16, 2010 (the “Form 8-K”.) In
response to your letter, set forth below are the Staff’s comments in bold
followed by the Company’s responses.
Item 4.01 Form 8-K filed
April 16, 2010
Please
amend your Form 8-K filed April 16, 2010 to comply with the specific
requirements under Item 304 of Regulation S-K. Also, please note the
requirement to request your former accountant to furnish you with a letter
addressed to the Commission stating whether they agree with the statements made
by you in response to Item 304(a) and, if not, stating the respects in which
they do not agree. You are also required to file your former
accountant’s letter as an exhibit to this report.
The
Company filed an amended 8-K/A with the Securities and Exchange Commission on
April 29, 2010 to comply with the specific requirement under Item 304 of
Regulation S-K. In addition, a letter from our former accounting
firm, Friedman, LLP has been filed as an exhibit.
In
addition, the Company acknowledges that:
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the Company is responsible for
the adequacy and accuracy of the disclosure in the
filing;
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the Staff comments or changes to
disclosure in response to the Staff comments do not foreclose the
Commission from taking action with respect to the filing;
and
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the Company may not assert the
Staff’s comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.
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If you
have any questions, please feel free to contact me at (410)
504-8106.
Very
truly yours,
/s/
Michael S. McDevitt
Chief
Executive Officer