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): October 20, 1998
Health Fitness Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-25064 41-1580506
(Commission File Number) (IRS Employer
Identification No.)
3500 West 80th Street
Bloomington, Minnesota 55431
(Address of Principal Executive Offices and Zip Code)
(612) 831-6830
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant.
On October 20, 1998, Deloitte & Touche LLP ("Deloitte & Touche")
resigned as the Registrant's principal independent accountant.
There were not, in connection with the audits of the two most recent
fiscal years and from January 1, 1998 to October 20, 1998, any disagreements
with Deloitte & Touche on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Deloitte & Touche's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report. Deloitte & Touche's report on the financial statements of the Registrant
for the past two years did not contain an adverse opinion or disclaimer of
opinion or was not modified as to uncertainty, audit scope or accounting
principles.
Following the completion of the 1996 and 1997 audits of the financial
statements of the Registrant, Deloitte & Touche provided the Audit Committee
with letters noting certain deficiencies in the design or operation of the
Registrant's internal control which, in Deloitte & Touche's judgement, could
adversely affect the Registrant's ability to record, process, summarize and
report financial data consistent with the assertions of the Registrant's
management in the Registrant's financial statements. These conditions were
discussed with the Registrant's management and Audit Committee at various dates
through October 20, 1998.
The Registrant has authorized Deloitte & Touche to respond fully to the
inquiries of the Registrant's successor independent accountant.
The Registrant has not yet taken action to engage a new independent
accountant.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired:
Not Applicable.
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(b) Pro forma financial information:
Not Applicable.
(c) Exhibits:
See Exhibit Index on page following Signatures.
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.
HEALTH FITNESS CORPORATION
By /s/ Loren S. Brink
Date October 27, 1998 Loren S. Brink, President
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EXHIBIT INDEX
Health Fitness Corporation
Form 8-K Current Report
Dated October 20, 1998
Exhibit Number Description
16 Letter dated October 27, 1998 from Deloitte & Touche LLP
EXHIBIT 16
October 27, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and agree with the comments in the first four paragraphs of Item 4
of the Form 8-K on Health Fitness Corporation dated October 20, 1998. We have no
basis for agreeing or disagreeing with paragraph five of Item 4 of such Form
8-K.
Very truly yours,
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
