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UNITED STATES
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): August 30, 2007
Health Fitness Corporation
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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0-25064
(Commission File Number)
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41-1580506
(IRS Employer
Identification No.) |
3600 American Boulevard W., Suite 560
Minneapolis, Minnesota 55431
(Address of Principal Executive Offices and Zip Code)
(952) 831-6830
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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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 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
5.02(d)
On August 30, 2007, Health Fitness Corporation (the Company) announced that Curtis M. Selquist
was appointed to its board of directors, effective on August 30, 2007. At this time, the board of
directors has not determined board committee memberships for Mr. Selquist.
Mr. Selquist was not appointed to the Companys board of directors pursuant to any arrangement or
understanding between him and any other person. Mr. Selquist has not been a party to, nor has he
had a direct or indirect material interest in, any transaction with the Company during our current
or preceding fiscal year, nor is there any currently proposed transaction. In connection with his
service as a director, Mr. Selquist will participate in the Companys Board of Directors
Compensation Plan. Accordingly, Mr. Selquist has received a fully vested grant of 20,000 shares of
the Companys Common Stock. Mr. Selquist also received a fully vested, non-qualified stock option
grant of 15,000 shares under our Amended and Restated 2005 Stock Option Plan, with an exercise
price equal to $3.05 per share, the fair market value of the Companys Common Stock on the grant
date. The option has a term of six years, subject to earlier termination following Mr. Selquists
cessation of board service.
Item 8.01 Other Events.
On August 30, 2007, the Company issued a press release announcing the appointment of Mr. Selquist
to its board of directors. 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.
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Financial statements: None. |
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(b) |
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Pro forma financial information: None. |
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(c) |
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Shell Company Transactions. None. |
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(d) |
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Exhibits: |
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Exhibit 99.1 Press release dated August 30, 2007. |
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.
Date: September 4, 2007
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HEALTH FITNESS CORPORATION
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/s/ Wesley W. Winnekins
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Wesley W. Winnekins |
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Chief Financial Officer |
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EXHIBIT INDEX
Health Fitness Corporation
Form 8-K Current Report
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Exhibit Number |
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Description |
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99.1
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Press release dated August 30, 2007. |