UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
10)
Health Fitness Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
42217V-10-2
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
X Rule 13d-1(b)
* Rule 13d-1(c)
* Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a
prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of
information contained in this form are not required
to respond unless the form displays a currently
valid OMB control number.
CUSIP No.
42217V-10-2
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Perkins Capital Management, Inc.
41-1501962
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3.SEC Use Only
4.Citizenship or Place of Organization
730 East Lake Street, Wayzata, Minnesota 55391-1769
Number of 5.Sole Voting Power
921,800
Shares Bene-
6.Shared Voting Power
ficially owned 0
by Each 7.Sole Dispositive Power
1,333,250
Reporting
8.Shared Dispositive Power
Person With: 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,333,250
10.Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11.Percent of Class Represented by Amount in Row (9)
10.8%
12.Type of Reporting Person (See Instructions)
IA
Item 1.
(a)Name of Issuer
Health Fitness Corporation
(b)Address of Issuer's Principal Executive Offices
3500 West 80th Street, Bloomington, Minnesota 55431
Item 2.
(a)Name of Person Filing
Perkins Capital Management, Inc.
(b)Address of Principal Business Office or, if none, Residence
730 East Lake Street, Wayzata, Minnesota 55391-1769
(c)Citizenship
Minnesota Corporation
(d)Title of Class of Securities
Common
(e)CUSIP Number
42217V-10-2
Item 3. If this statement is filed pursuant to ss240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a)/_/ Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)/_/ Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).
(c)/_/ Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)/_/ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)/X/ An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);
(f)/_/ An employee benefit plan or endowment fund in accordance
with s240.13d-1(b)(1)(ii)(F);
(g)/_/ A parent holding company or control person in accordance
with s240.13d-1(b)(ii)(G);
(h)/_/ A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)/_/ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)/_/ Group, in accordance with s240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,333,250
(b) Percent of Class:
10.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
921,800
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,333,250
(iv) Shared power to dispose or to direct the disposition of:
0
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see s240.13d(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent
of the class of securities, check the following /_/.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item
3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to s240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to s240.13d-1(c) or s240.13d(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certification
(a) The following certification shall be included if the
statement is filed pursuant to s240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) The following certification shall be included
if the statement is filed pursuant to s240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
Date: January 8, 2003
Signature: Richard C. Perkins, VP/Portfolio Manager
The original statement shall be signed by
each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on
behalf of a person by his authorized representative other
than and executive officer or general partner of the filing
person, evidence of the representative's authority to sign
on behalf of such person shall be filed with the statement,
provided, however, that power of attorney for this purpose
which is already on file with the Commission may be
incorporated by reference. The name and any title of
each person who signs the statement shall be typed
or printed beneath his signature.
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the schedule,
including all exhibits. See s240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or
omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)