UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Health Fitness Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
42217V 10 2
----------------------------------------------------
(CUSIP Number)
Charles E. Bidwell
3535 Kilkenny Lane
Hamel, MN 55340
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2000
-----------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 42217V 10 2 Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Charles E. Bidwell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 1,107,973 (includes
SHARES 167,500 shares which may be purchased
BENEFICIALLY upon exercise of currently exercisable
OWNED BY options and warrants)
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH
9 SOLE DISPOSITIVE POWER 1,107,973 (includes
167,500 shares which may be purchased upon
exercise of currently exercisable options
and warrants)
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,107,973
(includes 167,500 shares which may be purchased upon exercise of currently
exercisable options and warrants)
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
Item 1. Security and Issuer.
Common Stock, $.01 par value, of Health Fitness Corporation.
Item 2. Identity and Background.
No Change.
Item 3. Source and Amount of Funds or Other Consideration.
On September 1, 2000, Mr. Bidwell foreclosed on a loan
previously contracted by him in the principal amount of $505,253.41 plus accrued
interest, and acquired shares of the Issuer's Common Stock which were pledged to
secure such loan. Mr. Bidwell used personal funds for the making of such loan.
Item 4. Purpose of Transaction.
Mr. Bidwell's purpose in acquiring the shares was to foreclose
upon the collateral securing a loan previously contracted, thereby minimizing
Mr. Bidwell's loss on such loan. While Mr. Bidwell holds such shares for
investment, he will continue to evaluate any and all possible actions he might
lawfully take with respect to such shares, including but not limited to
continuing to hold such shares or selling all or a portion of such shares in
privately negotiated and/or open market transactions.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Bidwell beneficially owns 1,107,973 shares of the
Issuer's Common Stock, representing 9.0% of the
shares of Common Stock which would be outstanding
assuming exercise of all exercisable options and
warrants held by him. Of such shares, 940,473 are
held direct and 167,500 are obtainable upon exercise
of presently exercisable options and warrants.
(b) Mr. Bidwell has sole voting and dispositive power
over all of such securities.
(c) On September 1, 2000, Mr. Bidwell acquired 525,000
shares of Common Stock of the Issuer which had been
pledged to secure a loan previously made by him. See
Item 3. On July 21, 2000, the Issuer repaid a Secured
Subordinated Convertible Debenture issued to Mr.
Bidwell in the principal amount of $50,000 which,
prior to repayment, was convertible into Common Stock
of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Page 3 of 4
<PAGE>
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 11, 2000.
/s/ Charles E. Bidwell
Page 4 of 4
