UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~—————~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): February 26, 2013~~1934

Date of report (Date of earliest event reported) February 28, 2013

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.)



555 SW 12th Avenue Suite 210 Pompano Beach, FL	33069
(Address of Principal Executive Offices)	(Zip Code)

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

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

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~~eDiets.com,~~Check ~~Inc. (Exact~~the ~~name~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant asunder ~~specified~~any inof ~~its~~the ~~charter)~~following provisions:

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

555 SW 12th Avenue

Suite 210

Pompano Beach, FL 33069

(Address of principal executive offices) (Zip Code)

(954) 360-9022

(Registrant’s telephone number, including area code)

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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 12.01 Completion of an Acquisition or Disposition of Assets.

~~Entry~~As ~~Into~~previously announced, at a ~~Material~~special ~~Definitive~~meeting held on February 27, 2012, the stockholders of eDiets.com, Inc. (the “Company”) approved and adopted the previously disclosed Agreement and Plan of Merger, dated as of October 31, 2012, by and among As Seen On TV, Inc. (“ASTV”), eDiets Acquisition Company (“Merger Sub”) and the Company (the “Merger Agreement”) and the merger contemplated thereby (the “Merger”) by the requisite vote.

~~The~~On ~~information~~February ~~set~~28, ~~forth~~2013 in(the ~~Item~~“Effective ~~5.02~~Time”), ofin ~~this~~accordance ~~Current Report on Form 8-K~~ with ~~respect to~~ the Merger Agreement and ~~General~~upon ~~Release,~~the ~~dated~~filing asof a Certificate of ~~February~~Merger ~~26,~~pursuant ~~2013~~to (the ~~"Hartnett~~requirements ~~Separation~~of ~~Agreement"),~~the ~~between~~Delaware ~~eDiets.com~~General Corporation Law, ~~Inc.~~Merger ~~(the~~Sub ~~“Company”)~~merged with and ~~Jennifer~~into ~~Hartnett~~the Company, with the Company’s ~~former~~continuing ~~President~~as ~~and~~the ~~Chief~~surviving ~~Executive~~corporation ~~Officer,~~and isbecoming ~~hereby~~a ~~incorporated~~wholly ~~into~~owned ~~this~~subsidiary ~~Item~~of 1ASTV.~~01 by reference.~~

Pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each share of Company common stock issued and outstanding immediately before the Effective Time (other than shares owned by the respective wholly-owned subsidiaries of the Company and ASTV and shares held by dissenting stockholders, if any) was canceled and converted into the right to receive 1.2667 shares of ASTV common stock. ASTV issued to the Company stockholders an aggregate 19,077,252 shares of its common stock in exchange for shares of Company common stock in consideration of the Merger. Company common stock owned by the Company as treasury common stock and Company common stock owned directly by ASTV prior to the Effective Time were canceled with no cash or consideration exchanged therefor.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on November 1, 2012.

Reference is made to Item 1.01 of the Form 8-K/A filed on November 1, 2012 which is hereby incorporated by reference herein.

A copy of the press release announcing the completion of the Merger is furnished as Exhibit 99.1.

Item 3.03.

Material Modification to Rights of Security Holders.

The information in Item 2.01 is hereby incorporated by reference.

Item 5.01.

Changes in Control of Registrant.

The information in Item 2.01 is hereby incorporated by reference.

Item 5.02

Departure of ~~Directors~~Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ~~Arrangements~~Arrangement of Certain Officers.

~~(b)~~On ~~As previously announced, on~~ February 528, 2013, ~~Jennifer~~in ~~Hartnett~~connection ~~notified~~with the ~~Company~~closing of ~~her~~the ~~decision~~Merger todescribed ~~resign~~in Item 2.01 of this Current Report, as ~~chief~~contemplated ~~executive~~by ~~officer~~the Merger Agreement, Berke Bakay, Robert Doretti, Lee Isgur, Ronald Luks and asPedro anOrtega-Dardet ~~employee~~resigned offrom the Company’s ~~effective~~board ~~immediately,~~of ~~which~~directors. Following ~~decision~~these actions, the Company’s ~~Board~~board of ~~Directors~~directors ~~accepted~~is now comprised of Kevin A. Richardson, II. The board of directors expects a second and third director to be appointed in the near future.

In connection with Ms. Hartnett’s resignation, the Company and Ms. Hartnett entered into the Hartnett Separation Agreement.

Pursuant to the Hartnett Separation Agreement, Ms. Hartnett will receive (i) a lump sum payment of $25,000 as severance and (ii) a lump sum payment to cover six months of COBRA premiums under the Company's health care. Payment of the foregoing amounts is subject to receipt and effectiveness of a release of claims against the Company. The foregoing description of the Hartnett Separation Agreement is qualified in its entirety by the full text of the Hartnett Separation Agreement filed herewith as Exhibit 10.77 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.77		Agreement and General Release dated as of February 26, 2013 by and between eDiets.com, Inc. and Jennifer Hartnett.
99.1		Press release issued by eDiets.com, Inc. on March 1, 2013.

SIGNATURES

Pursuant to the ~~requirement~~requirements 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 A. Richardson, II
		Kevin A. Richardson, II
		Chairman

Date: March 46, 2013

EXHIBIT INDEX

Exhibit No.		Description
10.77		Agreement and General Release dated as of February 26, 2013 by and between eDiets.com, Inc. and Jennifer Hartnett.

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