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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
3500 West 80th Street, #130
Bloomington, Minnesota 55431
(Address of Principal Executive Office and Zip Code)
1995 Employee Stock Purchase Plan
(Full Title of the Plan)
Thomas A. Knox
Health Fitness Corporation
3500 West 80th Street
Bloomington, Minnesota 55431
(612) 831-6830
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John A. Satorius
Fredrikson & Byron, P.A.
1100 International Centre
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
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
======================== ====================== ====================== ====================== ======================
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock under the
1995 Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock issuable
upon exercise of
options granted under
the 1995 Plan
150,000 shares $ 0.687 $103,050 $27.21
-----
TOTAL:
$27.21
======================== ====================== ====================== ====================== ======================
</TABLE>
(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 bid and asked
prices of the Registrant's Common Stock on March 9, 2000.
<PAGE>
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1995 Employee Stock Purchase Plan.
The contents of the Registrant's Registration Statement on Form S-8, Reg. No.
333-00876, are 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 13th
day of March, 2000.
HEALTH FITNESS CORPORATION
(the "Registrant")
By /s/ Charles J. B. Mitchell, Jr.
Charles J. B. Mitchell, Jr.
Acting Chief Executive Officer
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 Charles J. B.
Mitchell, Jr. and Sean Kearns 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 Employee Stock Purchase 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
<PAGE>
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
/s/ Charles J. B. Mitchell, Jr. Acting Chief Executive March 13, 2000
Charles J. B. Mitchell, Jr. Officer (principal executive
officer)
/s/ Sean Kearns Vice President of Finance March 13, 2000
Sean Kearns (principal financial and
accounting officer)
/s/ J. A. Bernards Director March 13, 2000
James A. Bernards
/s/ C. E. Bidwell Director March 13, 2000
Charles E. Bidwell
/s/ Loren S. Brink Director March 13, 2000
Loren S. Brink
Director ________, 2000
Susan H. DeNuccio
/s/ W. T. Simonet Director March 13, 2000
William T. Simonet, M.D.
/s/ Robert K. Spinner Director March 13, 2000
Robert K. Spinner
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
HEALTH FITNESS CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of current independent accountants
23.3 Consent of former independent accountants
24 Power of attorney (See Signature Page)
EXHIBIT 5
FREDRIKSON & BYRON, P.A.
900 Second Avenue South, Suite 1100
Minneapolis, Minnesota 55402
Telephone: (612) 347-7000
Facsimile: (612) 347-7077
March 13, 2000
Health Fitness Corporation
3500 West 80th Street
Bloomington, Minnesota 55431
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Health Fitness Corporation (the
"Company") in connection with the original registration by the Company on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act") of options and 150,000 shares (the "Shares") of Common Stock
issuable pursuant to the Company's 1995 Employee Stock Purchase Plan (the
"Plan").
In acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented to us by the
Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of
Directors of the Company pertaining to the adoption of the
Plan and the increase in the number of shares reserved for
issuance thereunder.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by
the Company of the consideration for the Shares pursuant to
the terms of the Plan, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ John A. Satorius
John A. Satorius
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 26, 1999, (except for Note 5,
as to which the date is March 12, 1999) accompanying the consolidated financial
statements of Health Fitness Corporation and subsidiaries included in the Annual
Report on Form 10-K for the year ended December 31, 1998, which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement (Form S-8) of the aforementioned report.
/s/ GRANT THORNTON, LLP
Minneapolis, Minnesota
March 13, 2000
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Health Fitness Corporation on Form S-8 of our report dated April 8,
1998 (April 12, 1999 as to Note 3), appearing in the Annual Report on Form 10-K
of Health Fitness Corporation for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
March 13, 2000
