UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HEALTH FITNESS CORPORATION
(Name of Issuer)
COMMON STOCK $0.01 PAR VALUE
(Title of Class of Securities)
42217V102
(CUSIP Number)
DECEMBER 31, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 5 Pages
PAGE 2 OF 5 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PEQUOT CAPITAL MANAGEMENT, INC.
06-1524885
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
CONNECTICUT
5 Sole Voting Power
Number of 3,546,280
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 3,692,140
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,692,140
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
18.6%
12 Type of Reporting Person (See Instructions)
IA, CO
PAGE 3 OF 5 PAGES
ITEM 1(A) NAME OF ISSUER: Health Fitness Corporation (the "Issuer").
1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3600 American Boulevard West Bloomington, Minnesota 55431
ITEM 2(A) - (C) NAME, PRINCIPAL BUSINESS ADDRESS, AND CITIZENSHIP OF PERSON
FILING:
Pequot Capital Management, Inc., 500 Nyala Farm Road,
Westport, CT, 06880, which is a Connecticut corporation.
2(D) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per
share
2(E) CUSIP NUMBER: 42217v102
ITEM 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
Pequot Capital Management, Inc. is an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940.
ITEM 4. OWNERSHIP:
Ownership as of December 31, 2006 is incorporated herein by
reference from items (5) - (9) and (11) of the cover page of
the Reporting Person.
The number of shares reported in items (5) - (9) and (11)
consists of 2,792,500 shares of common stock and 899,640
shares of common stock underlying warrants held for the
accounts of the Reporting Person's clients.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The Reporting Person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 and, as
such, has beneficial ownership of the shares which are the
subject of this filing through the investment discretion the
reporting person exercises over its clients' accounts.
Although such accounts do not have beneficial ownership of
such shares for purposes of Section 13 and Section 16 of the
Securities Exchange Act of 1934, one account of the Reporting
Person, Pequot Scout Fund, L.P., owns of record more than 5%
of the Issuer's outstanding shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
PAGE 4 OF 5 PAGES
ITEM 10. CERTIFICATION:
By signing below I certify that , to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the Issuer of such
securities and were not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 12, 2007 PEQUOT CAPITAL MANAGEMENT, INC.
By: /s/ Aryeh Davis
--------------------------------------
Name: Aryeh Davis
Title: Chief Operating Officer,
General Counsel and Secretary