8-K

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 30, 2011

eDiets.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-30559	56-0952883
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1000 Corporate Drive

Suite 600

Fort Lauderdale, FL 33334

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 360-9022

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):

¨ 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 1.01 Entry Into a Material Definitive Agreement.

On December 30, 2011, eDiets.com, Inc. (the “Company”) executed amendments (the “Note Amendments”) to $1.0 million in promissory notes held by an officer and directors of the Company (the “Director Notes”) to extend the maturity date of the Director Notes from December 31, 2011 to December 31, 2012. All other terms and provisions of the Director Notes remain in full force and effect.

The foregoing description of the Note Amendments does not purport to be complete and is qualified in its entirety by reference to the Note Amendments, copies of which are filed as Exhibits 10.59, 10.60 and 10.61, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 30, 2011, Kevin N. McGrath, President and Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to his employment agreement with the Company (the “Employment Agreement”). Under the Amendment, if the Company determines not to extend the Employment Agreement for an additional one-year term, the Company must notify Mr. McGrath in writing of its determination prior to the applicable extension date. Under the original provision of the Employment Agreement, the Company was required to provide Mr. McGrath with at least 90 days prior written notice of such a determination.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.62 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.59	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Kevin A. Richardson, II.
10.60	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Lee S. Isgur.
10.61	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Kevin N. McGrath.
10.62	First Amendment to Employment Agreement dated December 30, 2011 between eDiets.com, Inc. and Kevin McGrath.

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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

eDiets.com, Inc.
By:	/s/ Kevin N. McGrath
	Kevin N. McGrath
	President and Chief Executive Officer

Date: January 3, 2012

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EXHIBIT INDEX

Exhibit No.	Description
10.59	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Kevin A. Richardson, II.
10.60	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Lee S. Isgur.
10.61	Amendment to Promissory Note entered into as of December 1, 2011 between eDiets.com, Inc. and Kevin N. McGrath.
10.62	First Amendment to Employment Agreement dated December 30, 2011 between eDiets.com, Inc. and Kevin McGrath.

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EX-10.59

Exhibit 10.59

AMENDMENT TO PROMISSORY NOTE

This Amendment to Promissory Note (the “Amendment”) is entered into as of December 1, 2011 by and between eDiets.com, Inc. (“Maker”) and Kevin A. Richardson, II (“Holder”).

WHEREAS, Maker executed and delivered to Holder that certain promissory note dated November 12, 2010 (the “Original Note”), payable to the order of Holder in the original principal amount of Six Hundred Thousand and 00/100 Dollars ($600,000.00), which Original Note evidences a loan in such original principal amount made by Holder to Maker; and

WHEREAS, Maker and Holder wish to amend the Original Note to extend the maturity date thereunder,

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maker and Holder hereby agree as follows:

1. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Original Note.

2. The entire outstanding principal balance of the Original Note, together with all accrued and unpaid interest and charges thereon, shall be due and payable on December 31, 2012.

3. Except as otherwise provided in this Amendment, all terms and provisions of the Original Note shall remain in full force and effect.

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

5. This Amendment shall bind and inure to the benefit of the parties hereto and to their respective successors and assigns.

6. This Amendment may not be changed orally.

7. This Amendment may be executed in multiple counterparts, and may be delivered by facsimile or other form of electronic transmission. Each counterpart, when so executed and delivered, shall be deemed an original, and all counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, Maker and Holder have duly executed this Amendment as of the day and year first above written.

HOLDER:	MAKER:
	EDIETS.COM, INC.
/s/ Kevin A. Richardson, II	By:	/s/ Thomas Hoyer
KEVIN A. RICHARDSON, II		Name: Thomas Hoyer
		Title: Chief Financial Officer

EX-10.60

Exhibit 10.60

AMENDMENT TO PROMISSORY NOTE

This Amendment to Promissory Note (the “Amendment”) is entered into as of December 1, 2011 by and between eDiets.com, Inc. (“Maker”) and Lee S. Isgur (“Holder”).

WHEREAS, Maker executed and delivered to Holder that certain promissory note dated November 12, 2010 (the “Original Note”), payable to the order of Holder in the original principal amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00), which Original Note evidences a loan in such original principal amount made by Holder to Maker; and

WHEREAS, Maker and Holder wish to amend the Original Note to extend the maturity date thereunder,

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maker and Holder hereby agree as follows:

8. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Original Note.

9. The entire outstanding principal balance of the Original Note, together with all accrued and unpaid interest and charges thereon, shall be due and payable on December 31, 2012.

10. Except as otherwise provided in this Amendment, all terms and provisions of the Original Note shall remain in full force and effect.

11. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

12. This Amendment shall bind and inure to the benefit of the parties hereto and to their respective successors and assigns.

13. This Amendment may not be changed orally.

14. This Amendment may be executed in multiple counterparts, and may be delivered by facsimile or other form of electronic transmission. Each counterpart, when so executed and delivered, shall be deemed an original, and all counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, Maker and Holder have duly executed this Amendment as of the day and year first above written.

HOLDER:	MAKER:
	EDIETS.COM, INC.
/s/ Lee S. Isgur	By:	/s/ Thomas Hoyer
LEE S. ISGUR		Name: Thomas Hoyer
		Title: Chief Financial Officer

EX-10.61

Exhibit 10.61

AMENDMENT TO PROMISSORY NOTE

This Amendment to Promissory Note (the “Amendment”) is entered into as of December 1, 2011 by and between eDiets.com, Inc. (“Maker”) and Kevin N. McGrath (“Holder”).

WHEREAS, Maker executed and delivered to Holder that certain promissory note dated November 12, 2010 (the “Original Note”), payable to the order of Holder in the original principal amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00), which Original Note evidences a loan in such original principal amount made by Holder to Maker; and

WHEREAS, Maker and Holder wish to amend the Original Note to extend the maturity date thereunder,

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Maker and Holder hereby agree as follows:

15. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Original Note.

16. The entire outstanding principal balance of the Original Note, together with all accrued and unpaid interest and charges thereon, shall be due and payable on December 31, 2012.

17. Except as otherwise provided in this Amendment, all terms and provisions of the Original Note shall remain in full force and effect.

18. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

19. This Amendment shall bind and inure to the benefit of the parties hereto and to their respective successors and assigns.

20. This Amendment may not be changed orally.

21. This Amendment may be executed in multiple counterparts, and may be delivered by facsimile or other form of electronic transmission. Each counterpart, when so executed and delivered, shall be deemed an original, and all counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, Maker and Holder have duly executed this Amendment as of the day and year first above written.

HOLDER:	MAKER:
	EDIETS.COM, INC.
/s/ Kevin N. McGrath	By:	/s/ Thomas Hoyer
KEVIN N. MCGRATH		Name: Thomas Hoyer
		Title: Chief Financial Officer

EX-10.62

Exhibit 10.62

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This First Amendment (the “Amendment”) dated December 30, 2011 (the “Amendment Effective Date”) is to that certain Employment Agreement (the “Agreement”) dated December 30, 2008 by and between eDiets.com, Inc., a Delaware corporation (the “Company”), and Kevin McGrath (“Executive”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

WHEREAS, the Company and Executive desire to amend the Agreement in the manner set forth herein,

NOW, THEREFORE, in consideration of the promises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Section 1 of the Agreement is hereby amended in its entirety as follows:

1. Term of Employment. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Term”) on the terms and subject to the conditions set forth in this Agreement; provided, however, that commencing with the third anniversary of the Effective Date and on each annual anniversary thereafter (each an “Extension Date”), the Term automatically shall be extended for an additional one year period, unless the Company provides Executive written notice before the next Extension Date that the Term shall not be so extended or unless Executive provides the Company 90 days prior written notice before the next Extension Date that the Term shall not be so extended.

2. Except to the extent expressly amended hereby, the terms and provisions of the Agreement shall continue in full force and effect and are unmodified by this Amendment.

IN WITNESS WHEREOF, the parties hereto or their duly authorized representatives have caused this Amendment to be executed effective as of the Amendment Effective Date.

EDIETS.COM, INC.
By:	/s/ Kevin Richardson
Name: Kevin Richardson
Title: Chairman of the Board of Directors
/s/ Kevin McGrath
KEVIN MCGRATH