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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2005
‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the transition period from to
Commission File Number 0-28551
NutriSystem, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 23-3012204
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
300 Welsh Road, Building 1, Suite 100
Horsham, Pennsylvania 19044
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (215) 706-5300
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ÈNo ‘
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of
the Act. Yes ‘No È
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ÈNo ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant’s knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer ‘Accelerated Filer ÈNon-accelerated Filer ‘
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the
Act). Yes ‘No È
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2005, was
$415,261,692. Such aggregate market value was computed by reference to the closing price of the common stock as
reported on the NASDAQ National Market on June 30, 2005.
Number of shares outstanding of the Registrant’s Common Stock, $0.001 par value, as of February 28, 2006:
35,796,103 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Definitive proxy statement to be filed with the Securities and Exchange Commission for
NutriSystem, Inc.’s annual meeting of stockholders to be held on May 9, 2006, are incorporated by reference into Part
III of this Form 10-K.