FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-131045
PROSPECTUS SUPPLEMENT NO. 8
(TO PROSPECTUS DATED APRIL 10, 2006)
HEALTH FITNESS CORPORATION
6,681,000 SHARES OF COMMON STOCK
This Prospectus Supplement No. 8 should be read in conjunction with the
prospectus dated April 10, 2006 (as previously supplemented by prospectus
supplements dated April 11, 2006, May 16, 2006, August 14, 2006, September 28,
2006, November 14, 2006, December 4, 2006 and December 27, 2006, collectively,
the "Prospectus") relating to the offer and sale from time to time by the
selling shareholders identified in the Prospectus of up to 6,681,000 shares of
the common stock of Health Fitness Corporation. We will not receive any of the
proceeds from the sale of the common stock covered by the Prospectus.
ON FEBRUARY 28, 2007, WE FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION THE ATTACHED FORM 8-K WITH RESPECT TO A DIRECTOR WHO INFORMED THE
BOARD OF DIRECTORS THAT HE WOULD NOT BE STANDING FOR RE-ELECTION AT THE NEXT
ANNUAL MEETING OF SHAREHOLDERS.
The information contained in this Prospectus Supplement No. 8, including
the information attached hereto, supplements and supersedes, in part, the
information contained in the Prospectus. This Prospectus Supplement No. 8 should
be read in conjunction with the Prospectus, and is qualified by reference to the
Prospectus except to the extent that the information in this Prospectus
Supplement No. 8 supersedes the information contained in the Prospectus.
INVESTING IN OUR COMMON STOCK IS SPECULATIVE AND INVOLVES RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 7 OF THE PROSPECTUS DATED APRIL 10, 2006, TOGETHER
WITH ANY ADDITIONAL OR MODIFIED RISK FACTORS CONTAINED IN SUPPLEMENTS TO SUCH
PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT NO. 8. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT NO. 8 IS FEBRUARY 28, 2007.
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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): February 22, 2007
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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(a) On February 22, 2007, James Bernards advised the Board of Directors of
Health Fitness Corporation (the "Company") that he would not stand for
re-election as a director at the Company's next annual meeting of
shareholders, scheduled to be held on May 21, 2007. Mr. Bernards will
continue to serve as a director and as a member of the Audit Committee
and Finance Committee until such time as the next annual meeting is
held. Mr. Bernards has decided not to stand for re-election for
personal reasons and there were no disagreements on any matter relating
to the Company's strategies, operations, policies or practices in
connection with this decision. Mr. Bernards has served on the Company's
Board of Directors since March 1999.
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.
Date: February 28, 2007
HEALTH FITNESS CORPORATION
By /s/ Wesley W. Winnekins
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Wesley W. Winnekins
Chief Financial Officer