Filed by Health Fitness Corporation
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Health Fitness Corporation
Commission File No. 0-25064
FOR IMMEDIATE RELEASE Contact: Charlie Mitchell
Manchester Companies
(612) 338-4722
HEALTH FITNESS SIGNS LETTER OF INTENT FOR MERGER
MINNEAPOLIS, May 9, 2000 --- Health Fitness Corporation (OTC: HFIT)
today announced that it has signed a letter of intent to merge with Healthtrax,
Inc., a Connecticut-based privately-held company that owns and/or manages (i)
medical fitness centers, (ii) work site fitness and rehab centers, and (iii)
employee wellness programs. If the merger is completed, Healthtrax would be
merged into Health Fitness, with current Healthtrax shareholders receiving
Health Fitness common stock representing approximately 50% of all Health Fitness
common stock outstanding after the merger. It is anticipated that the merged
company would be governed by a seven-person Board of Directors initially
comprised of two persons designated by each of Health Fitness and Healthtrax,
with those four designees choosing three outside directors.
The merger is subject to several conditions, including completion of
definitive agreements approved by the Board of Directors and shareholders of
each company; the merger qualifying as a pooling of interests and a tax-free
reorganization; anti-trust clearance under the HSR Act (if applicable); and
other customary conditions. Assuming these conditions are satisfied, the merger
would be expected to close in approximately September, 2000.
Charles J.B. Mitchell, Jr., acting Chief Executive Officer of HFIT
said, "We are pleased that Health Fitness' process of exploring its strategic
alternatives has resulted in a letter of intent with Healthtrax. The combined
companies should be able to achieve the critical mass necessary to pursue our
growth objectives and to better serve our clients in both the hospital and
corporate markets." Mr. Mitchell also said, "We believe that the combined senior
management teams from HealthTrax and Health Fitness Corporation can provide
excellent leadership at both the strategic and operational levels as the Company
transitions out of the arrangement under which employees of the Manchester
Companies have been providing senior management to Health Fitness."
Health Fitness Corporation of Minneapolis, Minnesota manages corporate
fitness centers and hospital-based fitness centers throughout the United States
and provides a wide range of additional health and wellness services to
corporations.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding the
probability that the proposed merger with Healthtrax will be completed and the
anticipated effects of such merger. Such statements are based on the current
expectations and beliefs of management of Health Fitness and are subject to a
number of factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. In
particular, the following factors, among others could cause actual results to
differ materially from those described in the forward-looking statements:
failure of the parties to negotiate and sign definitive agreements; failure of
the Health Fitness or Healthtrax shareholder to approve the merger; the risk
that the Health Fitness and Healthtrax businesses will not be integrated
successfully and unanticipated costs of such integration; failure of the
combined company to retain and hire key executives and other employees; failure
of the combined company to manage its growth and the difficulty of successfully
managing a larger, more geographically dispersed organization; failure of the
combined company to successfully manage its changing relationships with
customers; timely identification, development, acceptance and pricing of new
products and services; consummation of binding agreements with prospective
business partners, the ability to close and execute large multi-year contracts
and the impact of competitive products and services and pricing. For a detailed
discussion of these and other cautionary statements, please refer to the proxy
statement/prospectus to be filed by Health Fitness, as well as Health Fitness'
filings with the Securities and Exchange Commission, especially Health Fitness'
annual report on Form 10-K for the year ended December 31, 1999, and other
documents periodically filed with the Securities and Exchange Commission. Health
Fitness undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise.
Health Fitness Corporation and/or its officers and directors may be
deemed to be participants in the solicitation of proxies from Health Fitness
shareholders with respect to the proposed merger. Information regarding such
officers and directors is included in Health Fitness' annual report on Form 10-K
for the year ended December 31, 1999 filed with the SEC on March 30, 2000. This
document is available free of charge at the SEC website at www.sec.gov and from
the Health Fitness contact listed above.
THIS PRESS RELEASE IS BEING FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT
OF 1933 AND IS DEEMED FILED PURSUANT TO RULE 14A-12 UNDER THE SECURITIES
EXCHANGE ACT OF 1934. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES. SHAREHOLDERS OF HEALTH FITNESS CORPORATION AND OTHER INVESTORS ARE
URGED TO READ THE PROXY STATEMENT-PROSPECTUS WHICH WILL BE INCLUDED IN THE
REGISTRATION STATEMENT ON FORM S-4 TO BE FILED BY HEALTH FITNESS CORPORATION IN
CONNECTION WITH THE MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. AFTER
SUCH DOCUMENT IS FILED, IT WILL BE AVAILABLE FREE OF CHARGE ON THE SEC WEBSITE
AT WWW.SEC.GOV AND FROM HEALTH FITNESS CORPORATION THROUGH THE CONTACT LISTED
ABOVE.
