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
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
3500 West 80th Street, #130
Bloomington, Minnesota 55431
(Address of Principal Executive Office and Zip Code)
2005 STOCK OPTION PLAN
(Full Title of the Plan)
Jerry V. Noyce
Health Fitness Corporation
3600 American Blvd West, Suite 560
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 2005
Stock Option Plan Indefinite $0.00 $ 0.00 $ 0.00
Common Stock issuable upon
exercise of options granted
under the 2005 Stock Option
Plan 500,000 shares $1.63(2) $815,000(2) $87.20
TOTAL: $87.20
======================================================================================================
(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 high and low prices the
bid and asked prices of the Registrant's Common Stock on August 21, 2006.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 2005 Stock Option Plan. The contents of the
Registrant's Registration Statements on Form S-8, Reg. No. 333-00874 and No.
333-116489 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 17th
day of August, 2006.
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 2005 Stock
Option 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 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.
-1-
Signature Title Date
--------- ----- ----
/s/ Jerry V. Noyce President and Chief Executive August 17, 2006
---------------------------- Officer and Director (principal
Jerry V. Noyce executive officer)
/s/ Wesley W. Winnekins Chief Financial Officer and August 17, 2006
---------------------------- Treasurer (principal financial
Wesley W. Winnekins and accounting officer)
/s/ James A. Bernards Director August 17, 2006
----------------------------
James A. Bernards
/s/ K. James Ehlen Director August 17, 2006
----------------------------
K. James Ehlen, M.D.
/s/ Robert J. Marzec Director August 17, 2006
----------------------------
Robert J. Marzec
/s/ John C. Penn Director August 17, 2006
----------------------------
John C. Penn
/s/ Mark W. Sheffert Chairman of the Board August 17, 2006
----------------------------
Mark W. Sheffert
/s/ Linda Hall Whitman Director August 17, 2006
----------------------------
Linda Hall Whitman
/s/ Rodney A. Young Director August 17, 2006
----------------------------
Rodney A. Young
-1-
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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5.1 Opinion and Consent of counsel re securities under the Plan
23.1 Consent of counsel (See Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm
24.1 Power of attorney (See Signature Page)