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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): June 7, 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 7, 2005, the shareholders of Health Fitness Corporation (the
"Company") approved the 2005 Stock Option Plan ("Plan"), which provides for the
issuance of up to 3,500,000 shares of common stock pursuant to incentive and
non-qualified stock option grants. The term of the Plan is until December 15,
2014. A copy of the Plan and the form of agreements used under the Plan are
attached hereto as exhibits and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits:
10.1 2005 Stock Option Plan
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Nonqualified Stock Option Agreement
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
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Date: June 13, 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.:
June 7, 2005 0-25064
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HEALTH FITNESS CORPORATION
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Exhibit Number Description
10.1 2005 Stock Option Plan.
10.2 Form of Incentive Stock Option Agreement
10.3 Form of Nonqualified Stock Option Agreement