SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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(State or Other Jurisdiction (I.R.S. Employer
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)
Jerry V. Noyce
Health Fitness Corporation
3500 West 80th Street
Bloomington, Minnesota 55431
(952) 831-6830
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John A. Satorius
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
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
---------------- ------------- ------------ ----------------- ----------------
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 300,000 shares $0.45 $135,000 $12.42
TOTAL: $12.42
(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 November 4, 2002.
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 Statements on Form S-8, Reg. No.
333-00876, Reg. No. 333-32424 and Reg. No. 333-67632, 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 6th
day of November, 2002.
HEALTH FITNESS CORPORATION
(the "Registrant")
By /s/ Jerry V. Noyce
-----------------------------------
Jerry V. Noyce
President and 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 Jerry V. Noyce and
Wesley W. Winnekins 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
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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/ Jerry V. Noyce President and Chief Executive November 6, 2002
------------------------------- Officer (principal executive
Jerry V. Noyce officer)
/s/ Wesley W. Winnekins Chief Financial Officer and November 6, 2002
------------------------------- Treasurer (principal financial
Wesley W. Winnekins and accounting officer)
/s/ James A. Bernards Chairman of the Board November 6, 2002
-------------------------------
James A. Bernards
Director
-------------------------------
K. James Ehlen, M.D.
/s/ John C. Penn Director November 6, 2002
-------------------------------
John C. Penn
/s/ Mark W. Sheffert Director November 6, 2002
-------------------------------
Mark W. Sheffert
/s/ Linda Hall Whitman Director November 6, 2002
-------------------------------
Linda Hall Whitman
/s/ Rodney A. Young Director November 6, 2002
-------------------------------
Rodney A. Young
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
HEALTH FITNESS CORPORATION
Form S-8 Registration Statement
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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5 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (See Signature Page)
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