SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTH FITNESS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1580506
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
3600 American Blvd West, Suite 560
Bloomington, Minnesota 55431
(Address of Principal Executive Office and Zip Code)
1995 STOCK OPTION PLAN
(Full Title of the Plan)
Jerry V. Noyce
Health Fitness Corporation
3600 American Blvd West, Suite 560
Bloomington, Minnesota 55431
(952) 831-6830
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John A. Satorius
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
====================================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Options to Purchase
Common Stock under the
1995 Stock Option Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1995 Stock Option
Plan 1,500,000 shares $1.615 $2,422,500 $306.93
TOTAL: $306.93
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices [the bid and asked prices] of the Registrant's Common Stock on
June 10, 2004.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1995 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-00874 is
incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomington and State of Minnesota, on the 15th
day of June, 2004.
HEALTH FITNESS CORPORATION
(the "Registrant")
By /s/ Jerry V. Noyce
--------------------------------------
Jerry V. Noyce
President and Chief Executive Officer
1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Jerry V. Noyce and
Wesley W. Winnekins his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Health Fitness Corporation relating to the Company's
1995 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
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/s/ Jerry V. Noyce President, Chief Executive June 15, 2004
---------------------------
Jerry V. Noyce Officer and Director (principal
executive officer)
/s/ Wesley W. Winnekins Chief Financial Officer and June 15, 2004
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Wesley W. Winnekins Treasurer (principal financial
and accounting officer)
/s/ John C. Penn Chairman of the Board June 15, 2004
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John C. Penn
/s/ James A. Bernards Director June 15, 2004
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James A. Bernards
/s/ K. James Ehlen Director June 15, 2004
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K. James Ehlen, M.D.
/s/ Mark W. Sheffert Director June 15, 2004
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Mark W. Sheffert
/s/ Linda Hall Whitman Director June 15, 2004
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Linda Hall Whitman
/s/ Rodney A. Young Director June 15, 2004
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Rodney A. Young
/s/ Cary Musech Director June 15, 2004
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Cary Musech
/s/ Robert J. Marzec Director June 15, 2004
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Robert J. Marzec
2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
HEALTH FITNESS CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)