Registration No. 333-52553
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HEALTH FITNESS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-1580506
(State of incorporation) (I.R.S. Employer Identification No.)
3500 W. 80th Street, Suite 130
Bloomington, Minnesota 55431
(Address of principal executive office and zip code)
Loren S. Brink, CEO
Health Fitness Corporation
3500 W. 80th Street, Suite 130
Bloomington, Minnesota 55431
(612) 831-6830
(Name, Address and Telephone Number of Agent for Service)
Copies to:
John F. Wurm, Esq.
Fredrikson & Byron, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
(612) 347-7000
This document contains 3 sequentially numbered pages; no exhibit index.
<PAGE>
This Post-Effective Amendment No. 1 is being filed to de-register
3,862,047 shares of Common Stock of Health Fitness Corporation (the
"Registrant"). Such shares were registered under a Registration Statement on
Form S-3, Reg. No. 333-52553, for sale by certain shareholders of the
Registrant. This Post-Effective Amendment No. 1 is being filed in accordance
with the Registrant's undertaking set forth in Part II, Item 17(a)(3) of the
Registration Statement.
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-3 and has duly caused this
Post-Effective Amendment No. 1 to its 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 19th day of February, 1999.
Health Fitness Corporation
By: /s/ Loren S. Brink
Loren S. Brink
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Loren S. Brink President and Chief Executive Officer February 19, 1999
Loren S. Brink
* Chairman of the Board, Chief Financial February 19, 1999
Charles E. Bidwell Officer, Secretary and Treasurer
* Director February 19, 1999
William T. Simonet, M.D.
* Director February 19, 1999
Robert K. Spinner
Director
Susan DeNuccio
*By /s/ Loren S. Brink
Loren S. Brink as attorney-in-fact
pursuant to power of attorney
filed May 13, 1998
