SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2005 Health Fitness Corporation (Exact name of Registrant as Specified in its Charter) Minnesota (State or Other Jurisdiction of Incorporation) 0-25064 41-1580506 (Commission File Number) (IRS Employer Identification No.) 3600 American Boulevard W., Suite 560 Minneapolis, Minnesota 55431 (Address of Principal Executive Offices and Zip Code) (952) 831-6830 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: - Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) - Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) - Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) - Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 9, 2005, Health Fitness Corporation issued a press release announcing its financial results for the first quarter ending March 31, 2005. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein. The information in this Current Report, including the Exhibit 99.1 attached hereto and incorporated herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND SCHEDULES. (a) Financial Statements: None. (b) Pro Forma Financial Information: None. (c) Exhibits: Exhibit 99.1 Press Release dated May 9, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEALTH FITNESS CORPORATION By /s/ Wesley Winnekins -------------------------------------- Date: May 11, 2005 Wesley Winnekins Chief Financial Officer SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 HEALTH FITNESS CORPORATION EXHIBIT INDEX TO FORM 8-K Date of Report: Commission File No.: May 9, 2005 0-25064 -------------------------------------------------------------------------------- HEALTH FITNESS CORPORATION -------------------------------------------------------------------------------- Exhibit Number Description 99.1 Press release dated May 9, 2005.