UNITED STATES
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
(State or Other Juris- diction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1650 West 82nd Street, Suite 1100
Bloomington, Minnesota 55431
(Address of Principal Executive Office and Zip Code)

1995 Employee Stock Purchase Plan
Amended and Restated 2005 Stock Option Plan
(Full Titles of the Plans)

Gregg O. Lehman
Health Fitness Corporation
1650 West 82nd Street, Suite 1100
Bloomington, Minnesota 55431
(952) 831-6830
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Alexander Rosenstein
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company þ

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
	Options to Purchase Common Stock under the 1995 Employee Stock Purchase Plan			Indefinite					$	0.00				$	0.00				$	0.00
	Common Stock issuable upon exercise of options granted under the 1995 Employee Stock Purchase Plan			200,000 shares					$	4.77				$	954,000				$	53.23
	Options to Purchase Common Stock under the Amended and Restated 2005 Stock Option Plan			Indefinite					$	0.00				$	0.00				$	0.00
	Common Stock issuable upon exercise of options granted under the Amended and Restated 2005 Stock Option Plan			500,000 shares					$	4.77				$	2,385,000				$	133.08
	TOTAL:																		$	186.31

 

 

     This Registration Statement registers 200,000 additional shares of Common Stock for issuance under the Registrant’s 1995 Employee Stock Purchase Plan, as amended (the “Purchase Plan”), thus increasing the total number of shares registered for issuance under the Purchase Plan from 500,000 (as adjusted to reflect the one-for-two reverse stock split effected on October 6, 2008) to 700,000. The contents of the Registrant’s Registration Statements on Form S-8, Reg. No. 333-00876, Reg. No. 333-32424, Reg. No. 333-67632, Reg. No. 333-101049 and Reg. No. 333-136837, are incorporated herein by reference.

     This Registration Statement also registers 500,000 additional shares of Common Stock for issuance under the Registrant’s Amended and Restated 2005 Stock Option Plan (the “Option Plan”), thus increasing the total number of shares registered for issuance under the Option Plan from 1,500,000 (as adjusted to reflect the one-for-two reverse stock split effected on October 6, 2008) to 2,000,000. The contents of the Registrant’s Registration Statements on Form S-8, Reg. No. 333-00874, Reg. No. 333-116489 and Reg. No. 333-136835, are incorporated herein by reference.

SIGNATURES

     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 18th day of June, 2009.

     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.

Signature		Title		Date
/s/ Gregg O. Lehman   Gregg O. Lehman		President and Chief Executive Officer and Director (principal executive officer) and Director		June 18, 2009
/s/ Wesley W. Winnekins   Wesley W. Winnekins		Chief Financial Officer and Treasurer (principal financial and accounting officer)		June 18, 2009
David F. Durenberger		Director		June 18, 2009
*   K. James Ehlen, M.D.		Director		June 18, 2009
*   Linda Hall Keller		Director		June 18, 2009
Wendy D. Lynch		Director		June 18, 2009
*   Robert J. Marzec		Director		June 18, 2009

Signature		Title		Date
*   John C. Penn		Director		June 18, 2009
Curtis M. Selquist		Director		June 18, 2009
*   Mark W. Sheffert		Chairman of the Board		June 18, 2009
*   Rodney A. Young		Director		June 18, 2009
* /s/ Wesley W. Winnekins   Wesley W. Winnekins Attorney-in-fact

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

HEALTH FITNESS CORPORATION

Form S-8 Registration Statement

EXHIBIT INDEX

Exhibit
Number				Exhibit Description
	5.1			Opinion and Consent of Fredrikson & Byron, P.A.
	23.1			Consent of Fredrikson & Byron, P.A. (See Exhibit 5.1)
	23.2			Consent of Independent Registered Public Accounting Firm
	99.1			1995 Employee Stock Purchase Plan, as amended — incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 27, 2009
	99.2			Amended and Restated 2005 Stock Option Plan — incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 21, 2007