Current Report Filing (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): 11/12/2012

NUTRI SYSTEM INC DE

(Exact name of registrant as specified in its charter)

Commission File Number: 0-28551

DE		23-3012204
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

Fort Washington Executive Center

600 Office Center Drive

Fort Washington, PA 19034

(Address of principal executive offices, including zip code)

215 706 5300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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

As previously disclosed, the Company entered into a letter agreement dated April 4, 2012, as amended through November 1, 2012 (collectively, the "Letter Agreement") with Joseph Redling, the Company's former President and Chief Executive Officer and former member of the Company's Board of Directors (the "Board"), pursuant to which Mr. Redling's employment with the Company and his service as a member of the Board ceased on November 9, 2012. In connection with the cessation of Mr. Redling's service and consistent with the Letter Agreement, the Company and Mr. Redling entered into Separation and Release Agreement on November 12, 2012 (the "Separation Agreement"). The Separation Agreement confirms Mr. Redling's previously disclosed severance rights under his employment agreement and his outstanding equity incentive award agreements and also includes mutual release and non-disparagement provisions.

The description of the Separation Agreement herein does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 Separation and Release Agreement between Nutrisystem, Inc. and Joseph M. Redling dated November 12, 2012

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.